Common use of Limitation on Indebtedness Clause in Contracts

Limitation on Indebtedness. (a) The Parent will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 to 1.0. (b) Section 4.01(a) will not prohibit the Incurrence of the following Indebtedness (“Permitted Debt”): (i) Indebtedness Incurred pursuant to any Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed the greater of (A) $200.0 million and (B) an amount such that after giving pro forma effect to the Incurrence of such Indebtedness and the application of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; or

Limitation on Indebtedness. (a) The Parent Company will not, and will not permit any of its the Restricted Subsidiaries to, Incur directly or indirectly, create, incur, assume, issue, guarantee or in any manner become liable for or with respect to, contingently or otherwise (in each case, to "incur"), the payment of any Indebtedness (including any Acquired Indebtedness); provided, howeverPROVIDED, HOWEVER, that (i) the Parent and any Restricted Subsidiary Company or a Guarantor may Incur incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and (ii) a Restricted Subsidiary (which is not a Guarantor) may incur Acquired Indebtedness, if, in either case, immediately after giving pro forma PRO FORMA effect thereto (including pro forma application of the proceeds thereof)thereto, the Consolidated Fixed Charge Coverage Ratio for of the Parent Company is at least equal to 2.00:1. Notwithstanding the foregoing, the Company and, to the extent specifically set forth below, the Guarantors and its the Restricted Subsidiaries would have been at least 2.0 to 1.0. (b) Section 4.01(a) will not prohibit the Incurrence may incur each and all of the following Indebtedness (“collectively, "Permitted Debt”Indebtedness"): (i) Indebtedness Incurred pursuant to of the Company or any Guarantor (without duplication) under the Revolving Credit Facility (including or any other Bank Credit Facility in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum an aggregate principal amount at any one time outstanding not to exceed $500,000,000, less any permanent reductions made pursuant to the greater provision described in the second paragraph of Section 10.16; (ii) Indebtedness of the Company pursuant to the Notes and Indebtedness of any Guarantor pursuant to a Guarantee of the Notes; (iii) Indebtedness (other than Indebtedness under the Revolving Credit Facility, the Notes and the Guarantees) of the Company or any Restricted Subsidiary outstanding on the date of this Indenture, except Indebtedness to be repaid as described under "Use of Proceeds" in the Offering Memorandum; (iv) Indebtedness of the Company owing to a Restricted Subsidiary; PROVIDED that any Indebtedness for borrowed money of the Company owing to a Subsidiary is made pursuant to an intercompany note in the form attached hereto as Exhibit E and is subordinated in accordance with provisions set forth in this Indenture; PROVIDED, FURTHER, that any disposition, pledge or transfer of any such Indebtedness to a Person (other than a disposition, pledge or transfer to a Restricted Subsidiary) shall be deemed to be an incurrence of such Indebtedness by the Company not permitted by this clause (iv); (v) Indebtedness of a Guarantor owing to and held by the Company or another Guarantor; PROVIDED, that any such Indebtedness for borrowed money is made pursuant to an intercompany note in the form attached hereto as Exhibit E; PROVIDED FURTHER, that (a) any disposition, pledge or transfer of any such Indebtedness to a Person (other than the Company or a Guarantor) shall be deemed to be an incurrence of such Indebtedness by the obligor not permitted by this clause (v), and (b) any transaction pursuant to which any Guarantor, which has Indebtedness owing to the Company or any other Guarantor, ceases to be a Guarantor shall be deemed to be the incurrence of Indebtedness by such Guarantor that is not permitted by this clause (v); (vi) guarantees by any Restricted Subsidiary incurred in compliance with the provisions of the covenant described in Section 10.18; (vii) Indebtedness of the Company or any Restricted Subsidiary under Interest Rate Agreements covering Indebtedness of the Company or such Restricted Subsidiary (which Indebtedness (a) bears interest at fluctuating interest rates and (b) is otherwise permitted to be incurred under this Section 10.12) to the extent the notional principal amount of the obligations under such Interest Rate Agreements does not exceed the principal amount of the Indebtedness to which such obligations relate; (viii) Indebtedness of the Company or any Restricted Subsidiary under Currency Agreements or Commodity Price Protection Agreements relating to (a) Indebtedness of the Company or such Restricted Subsidiary and/or (b) obligations to purchase or sell assets or properties, in each case, incurred in the ordinary course of business of the Company; PROVIDED, HOWEVER, that such Currency Agreements or Commodity Price Protection Agreements, as the case may be, do not increase the Indebtedness or other obligations of the Company outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder; (ix) Indebtedness of the Company or any Guarantor represented by Capitalized Lease Obligations or Purchase Money Obligations or other Indebtedness incurred or assumed in connection with the acquisition or development of real or personal movable or immovable property in each case incurred for the purpose of financing or refinancing all or any part of the purchase price or cost of construction or improvement of property used in the business of the Company or such Guarantor, in an aggregate principal amount pursuant to this clause (ix) not to exceed $10,000,000 per year; PROVIDED, that immediately after any such incurrence pursuant to this clause (ix), the aggregate amount of Indebtedness outstanding pursuant to this clause (ix) shall not exceed 2.0% of the Consolidated Net Sales of the Company in the most recent four full fiscal quarters for which financial statements of the Company are available; PROVIDED FURTHER, that the principal amount of any Indebtedness permitted under this clause (ix) did not in each case at the time of incurrence exceed the Fair Market Value, as determined by the Company or such Guarantor in good faith, of the acquired or constructed asset or improvement so financed; (x) reimbursement obligations under letters of credit and letters of credit, in each case, to support (A) workers compensation obligations not to exceed $200.0 million 10,000,000 in the aggregate at any time outstanding and (B) an bankers acceptances, performance bonds, surety bonds, performance guarantees and supplier obligations not to exceed $10,000,000 in the aggregate at any time outstanding, in the case of each of such clause (A) and (B) of the Company or any Guarantor, in each case, in the ordinary course of business consistent with past practice; (xi) guarantees by the Company of Indebtedness of any Guarantor; PROVIDED that such Indebtedness of such Guarantor is permitted by the terms of this Indenture; (xii) any renewals, extensions, substitutions, refundings, refinancings or replacements (collectively, a "refinancing") of any Indebtedness described in clauses (i), (ii) and (iii) of this definition of "Permitted Indebtedness," including any successive refinancings, so long as the aggregate principal amount of Indebtedness represented thereby is not increased by such that after giving pro forma effect refinancing plus the lesser of (I) the stated amount of any premium or other payment required to be paid in connection with such a refinancing pursuant to the Incurrence of such Indebtedness and the application terms of the use Indebtedness being refinanced or (II) the amount of proceeds therefrom on premium or other payment actually paid at such datetime to refinance the Indebtedness, plus, in either case, the Consolidated Senior Secured Net Leverage Ratio amount of expenses of the Parent Company or a Restricted Subsidiary incurred in connection with such refinancing and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus (A) in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i)is Subordinated Indebtedness, all such new Indebtedness Incurred under this Section 4.01(b)(iis subordinated to the Notes at least to the same extent as the Indebtedness being refinanced and (B) shall be included in such refinancing does not reduce the amount Average Life to Stated Maturity or the Stated Maturity of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratiosuch Indebtedness; (iixiii) A. Guarantees by the Parent or any Restricted Subsidiary guarantees which are permitted under clause (ix) of paragraph (b) of Section 10.14; and (xiv) Indebtedness of the Parent Company or any Restricted SubsidiaryGuarantor in addition to that described in clauses (i) through (xiii) above, and any renewals, extensions, substitutions, refinancings or replacements of such Indebtedness, so long as the Incurrence aggregate principal amount of all such Indebtedness shall not exceed $35,000,000 outstanding at any one time. If no Default or Event of Default has occurred and is permitted under continuing, after the terms ratings assigned to the Notes by both Rating Agencies are equal to or higher than Investment Grade Ratings, and notwithstanding that the Notes may later cease to have an Investment -84- Grade Rating, the Company and the Restricted Subsidiaries will not be subject to the provisions of this Indenture; orSection 10.12.

Limitation on Indebtedness. The Company shall not, and shall not permit any Subsidiary to, create, incur, assume, suffer to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except: (a) The Parent will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof)incurred pursuant to this Agreement, the Fixed Charge Coverage Ratio for Subsidiary Guaranty and the Parent and its Restricted Subsidiaries would have been at least 2.0 to 1.0.other Loan Documents; (b) Section 4.01(a) will not prohibit the Incurrence Subordinated Notes and the Exchange Notes and any Qualified Notes issued in a Qualified Refinancing and related Guaranty Obligations by Subsidiaries of the following Company; (c) Indebtedness consisting of Contingent Obligations permitted pursuant to Section 8.8; (“Permitted Debt”):d) Indebtedness existing on the Restatement Date, as set forth in Schedule 8.5(d), and extensions, renewals or replacements of such Indebtedness to the extent that the principal amount of such Indebtedness is not increased; (e) Indebtedness of Subsidiaries to the Company or Wholly-Owned Subsidiaries; provided, that the aggregate amount of all such Indebtedness of Foreign Subsidiaries and other investments by the Company and its Subsidiaries in Foreign Subsidiaries shall not exceed $25,000,000; (f) Indebtedness up to $20,000,000 outstanding at any time secured by Liens permitted by subsection 8.1(i); (g) Indebtedness incurred in connection with leases permitted pursuant to Section 8.10; -107- 115 (h) Indebtedness of the Company or any Subsidiary of the Company in connection with guaranties resulting from endorsement of negotiable instruments in the ordinary course of business; (i) surety bonds and appeal bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of the Company or in connection with judgments that do not result in an Unmatured Event of Default or an Event of Default; (j) any Indebtedness Incurred pursuant arising under a Permitted Receivables Facility; (k) up to any Credit Facility $40,000,000 of Acquired Indebtedness assumed in Acquisitions permitted under subsection 8.4(i); (including l) Indebtedness incurred in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing a Sale/Leaseback Transaction permitted under Section 8.18; and (m) other Indebtedness in respect thereof and Guarantees an aggregate amount not at any time exceeding $5,000,000. It is understood that any Indebtedness borrowed in respect a foreign currency shall continue to be permitted under this Section, notwithstanding any fluctuation in the Dollar Amount of such Indebtedness, as long as the outstanding principal balance of such Indebtedness (denominated in a maximum aggregate principal amount at any time outstanding its original currency) does not to exceed the greater of (A) $200.0 million and (B) an maximum amount such that after giving pro forma effect to the Incurrence of such Indebtedness and (denominated in such currency) permitted to be outstanding on the application of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence of date such Indebtedness is permitted under the terms of this Indenture; orwas incurred.

Limitation on Indebtedness. (a) The Parent will Company shall not, and will shall not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); providedPROVIDED, howeverHOWEVER, that the Parent Company and any Restricted the Subsidiary Guarantors may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto thereof: (including pro forma application of 1) the proceeds thereof), the Fixed Charge Consolidated Coverage Ratio for the Parent Company and its Restricted Subsidiaries would have been is at least 2.0 2.00 to 1.01.00; and (2) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of Incurring the Indebtedness. (b) Section 4.01(aSECTION 3.3(a) will not prohibit the Incurrence of the following Indebtedness: (1) Indebtedness of the Company or the Subsidiary Guarantors Incurred pursuant to the Senior Credit Agreement in an aggregate amount up to $95.0 million less the aggregate principal amount of permanent commitment reductions with the proceeds from Asset Dispositions; (“Permitted Debt”):2) the Notes Guarantees and any other Guarantees by the Subsidiary Guarantors of Indebtedness Incurred in accordance with the provisions of this Indenture; PROVIDED that in the event such Indebtedness that is being Guaranteed is (a) Senior Subordinated Indebtedness or Guarantor Senior Subordinated Indebtedness, then the related Guarantee shall rank equally in right of payment to the Notes Guarantees hereunder or (b) a Subordinated Obligation or a Guarantor Subordinated Obligation, then the related Guarantee shall be subordinated in right of payment to the Notes Guarantee; (3) Indebtedness of the Company owing to and held by any Restricted Subsidiary (other than a Receivables Entity) or Indebtedness of a Restricted Subsidiary owing to and held by the Company or any Restricted Subsidiary (other than a Receivables Entity), PROVIDED, HOWEVER; (a) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Securities; (b) if a Subsidiary Guarantor is the obligor on such Indebtedness and the Company is not the Obligee, such Indebtedness is subordinated in right of payment to the Notes Guarantees of such Subsidiary Guarantor; and (i) Indebtedness Incurred pursuant to any Credit Facility (including subsequent issuance or transfer of Capital Stock or any other event which results in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness being beneficially held by a Person other than the Company or a Restricted Subsidiary (other than a Receivables Entity) of the Company; and (ii) any sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary (other than a Receivables Entity) of the Company, shall be deemed, in a maximum aggregate principal amount at any time outstanding not each case, to exceed the greater of (A) $200.0 million and (B) constitute an amount such that after giving pro forma effect to the Incurrence of such Indebtedness and by the application of the use of proceeds therefrom on Company or such dateSubsidiary, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in as the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratiobe; (ii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; or

Limitation on Indebtedness. (a) The Parent Company will not, and -------------------------- will not permit any of its Restricted Subsidiaries to, Incur create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness (including Acquired Indebtedness); provided, however, that the Parent and of any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 Loan Party pursuant to 1.0.any Loan Document; (b) Section 4.01(a) will not prohibit the Incurrence Indebtedness of the following Indebtedness (“Permitted Debt”):Company to any Subsidiary and of any Subsidiary which is a party to a Subsidiary Guarantee to the Company or any other Subsidiary; (i) Indebtedness Incurred pursuant of the Subsidiaries described in Schedule 6.13 to the Existing Credit Agreement, (ii) additional Indebtedness of Excluded Foreign Subsidiaries to the Company or any Subsidiary which is a party to a Subsidiary Guarantee in an aggregate principal amount not exceeding $200,000,000 at any time outstanding, (iii) Indebtedness of any Subsidiary which is not a party to a Subsidiary Guarantee owing to any Credit Facility other Subsidiary which is not a party to a Subsidiary Guarantee and (including in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing iv) Indebtedness in respect thereof the form of any investment permitted by Section 7.11; (d) Indebtedness of the Company having a weighted average life longer than the combined weighted average life of the Tranche A Term Loans and Guarantees the Tranche B Term Loans (as defined in respect the Existing Credit Agreement) and a final maturity after the final maturity of the Tranche B Term Loans, the proceeds of which are used to prepay Indebtedness to the extent provided in the Existing Credit Agreement and the New Term Loan Agreement; provided -------- that up to $250,000,000 of such Indebtedness may have a final maturity prior to the final maturity of the Tranche B Term Loans; (e) Subordinated Debt the proceeds of which are used to prepay Indebtedness to the extent provided in a maximum the Existing Credit Agreement and the New Term Loan Agreement; (f) Indebtedness secured by Liens permitted by Section 7.04(e), including capital lease obligations, in an aggregate principal amount not to exceed $50,000,000 at any one time outstanding and any refinancings, refundings, renewals or extensions thereof (without any increase in the principal amount thereof); (i) Indebtedness which was outstanding on the date of the Existing Credit Agreement and listed on Schedule IV and any refinancings, refundings, renewals or extensions thereof (without any increase in the principal amount thereof), (ii) Indebtedness of T & N plc and its Subsidiaries outstanding on the date of consummation of the T & N Acquisition, but not any refinancings, refundings, renewals or extensions thereof, (iii) Indebtedness of the entities acquired in the Fel-Pro Acquisition outstanding on the date of consummation of the Fel-Pro Acquisition and listed on Schedule IV-A, but not any refinancings, refundings, renewals or extensions thereof, (iv) other Indebtedness of the entities acquired in the Fel-Pro Acquisition outstanding on the date of consummation of the Fel-Pro Acquisition in an aggregate principal amount not exceeding $10,000,000 (provided, that the cash portion of the -------- consideration for the Fel-Pro Acquisition shall be reduced by an equal amount), but not any refinancings, refundings, renewals or extensions thereof and (v) Indebtedness of the entities acquired in the Xxxxxx Automotive Acquisition outstanding on the date of consummation of the Xxxxxx Automotive Acquisition and listed on Schedule IV-B, but not any refinancings, refundings, renewals or extensions thereof; (h) additional Indebtedness of the Company or any of its Subsidiaries in an aggregate principal amount (for the Company and all Subsidiaries) at any one time outstanding not to exceed the greater forty percent (40%) of Consolidated Net Worth (A) $200.0 million and (B) an amount such that after giving pro forma effect to the Incurrence of such Indebtedness and the application determined as of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio end of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation most recent fiscal quarter of the Consolidated Senior Secured Net Leverage RatioCompany); (iii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence of such Indebtedness is permitted under the terms of this IndentureExisting Credit Agreement; orand (j) Indebtedness under the New Term Loan Agreement.

Limitation on Indebtedness. (a) The Parent Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired other than Permitted Indebtedness); provided, however, PROVIDED that the Parent Company may Incur Indebtedness if, on the date of such Incurrence, after giving effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio exceeds 2.25:1 if such Indebtedness is Incurred on or prior to October 1, 1999 and 2.5:1 if such Indebtedness is Incurred thereafter. Notwithstanding the foregoing, the Company and, to the extent provided below, any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 to 1.0. (b) Section 4.01(a) will not prohibit the Incurrence of the following Indebtedness (“each, a "Permitted Debt”Indebtedness"): (i) Indebtedness Incurred of the Company and/or any Restricted Subsidiary pursuant to any the Credit Facility (including Agreement in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum an aggregate principal amount at any time outstanding not to exceed (A) $100.0 million under the Term Loan Facility (less the amount thereof which has been permanently repaid as provided under Section 1012) and (B) the greater of (A1) $200.0 225.0 million and (B) an amount such that after giving pro forma effect to less the Incurrence of such Indebtedness and the application of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred net proceeds which have been received in connection with a Permitted Receivables Financing; PROVIDED, that such refinancing; provided that reduction shall apply only for purposes of determining so long as a Permitted Receivables Financing is in effect) and (2) the amount of Indebtedness that may be Incurred aggregate Borrowing Base under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage RatioRevolving Loan Facility; (ii) A. Guarantees by Indebtedness of the Parent Company or any Restricted Subsidiary of to the Company or any Wholly Owned Restricted Subsidiary as long as such Indebtedness continues to be owed to the Company or any Wholly Owned Restricted Subsidiary; (iii) Indebtedness of the Parent Company pursuant to the Securities and Indebtedness of any Subsidiary Guarantor pursuant to a Subsidiary Guarantee of the Securities; (iv) Indebtedness ("Permitted Refinancing Indebtedness") issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Indebtedness (Incurred under the first paragraph of this Section or under clause (iii), (vi), (vii), (viii) or (xii) of this paragraph), and any refinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); PROVIDED that Indebtedness the proceeds of which are used to refinance or refund the Securities or Indebtedness that is pari passu with, or subordinated in right of payment to, the Securities shall only be permitted under this clause (iv) if (A) in case the Securities are refinanced in part or the Indebtedness to be refinanced is pari passu with the Securities, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Securities, (B) in case the Indebtedness to be refinanced is subordinated in right of payment to the Securities, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made subordinate in right of payment to the Securities at least to the extent that the Indebtedness to be refinanced is subordinated to the Securities and (C) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded; and PROVIDED FURTHER that in no event may Indebtedness of the Company be refinanced pursuant to this clause (iv) by means of any Indebtedness of any Restricted Subsidiary; (v) Indebtedness of the Company or any Restricted Subsidiary in respect of performance bonds, letters of credit, bankers' acceptances and surety or appeal bonds issued in the ordinary course of business; (vi) Acquired Indebtedness of any Restricted Subsidiary; PROVIDED that, so long as with respect to this clause (vi), after giving effect to the Incurrence thereof, the Company could Incur at least $1.00 of Indebtedness (other than Permitted Indebtedness); (vii) Indebtedness of the Company or any Restricted Subsidiary outstanding on the Issue Date (other than Indebtedness described in clause (i), (ii) or (iii) of this paragraph); (viii) Indebtedness of the Company or any Restricted Subsidiary represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case Incurred for the purpose of financing not more than 80% of the purchase price or cost of construction or improvement of property used in an Aluminum Business or Incurred to refinance any such purchase price or cost of construction or improvement, in each case Incurred no later than 365 days after the date of such acquisition or the date of completion of such construction or improvements; PROVIDED that the aggregate principal amount of any Indebtedness is permitted under the terms of Incurred pursuant to this Indenture; orclause (viii) and any refinancing thereof at any one time outstanding shall not exceed $40.0 million;

Limitation on Indebtedness. (a) The Parent will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, Incur Incur, directly or indirectly, any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent and Company or any Restricted Subsidiary that is a Note Guarantor may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application the Consolidated Coverage Ratio would be greater than 2.0 to 1.0 if such Indebtedness is Incurred on or prior to December 31, 2000 and 2.25 to 1.0 if such Indebtedness is Incurred thereafter. Notwithstanding the foregoing, the Company will not permit DJ Capital to Incur any Indebtedness other than the Securities and its guarantee in respect of the proceeds thereof), the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 to 1.0Credit Agreement. (b) Notwithstanding Section 4.01(a4.03(a), the Company and its Restricted Subsidiaries (other than DJ Capital) will not prohibit the Incurrence of may Incur the following Indebtedness (“Permitted Debt”):Indebtedness: (i) Indebtedness Incurred pursuant to the Credit Agreement in an aggregate principal amount not to exceed $40.5 million at any Credit Facility one time outstanding less the aggregate amount of all repayments of principal of such Indebtedness pursuant to Section 4.06; (ii) Indebtedness of the Company owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Company or any Restricted Subsidiary; provided, however, that (1) any subsequent issuance or transfer of any Equity Interests or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the issuer thereof, (2) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Securities, (3) if a Restricted Subsidiary is the obligor on such Indebtedness, such Indebtedness is made pursuant to an intercompany note and (4) if a Note Guarantor is the obligor on such Indebtedness, such Indebtedness is subordinated in right of payment to the Note Guarantee of such Note Guarantor; (iii) Indebtedness (1) represented by the Securities and the Note Guarantees, (2) outstanding on the Closing Date (other than the Indebtedness described in clauses (i) and (ii) above), (3) consisting of Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause (iii) (including Indebtedness Refinancing Refinancing Indebtedness) or Section 4.03(a) and (4) consisting of Guarantees of any Indebtedness permitted under clauses (i) and (ii) of this paragraph (b); (1) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, 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 Subsidiary of or was otherwise acquired by the Company) and (2) Refinancing Indebtedness Incurred by a Restricted Subsidiary in respect of Indebtedness Incurred by such Restricted Subsidiary pursuant to this clause (iv); (v) Indebtedness of the Company or a Restricted Subsidiary (1) in respect of performance bonds, bankers' acceptances, letters of credit and surety or appeal bonds provided by the Company and the Restricted Subsidiaries in the ordinary course of their business, and (2) under Interest Rate Agreements and Currency Agreements entered into for bona fide hedging purposes of the Company or any Restricted Subsidiary in the ordinary course of business; provided, however, that such Interest Rate Agreements or Currency Agreements do not increase the principal amount of Indebtedness of the Company and its Restricted Subsidiaries outstanding at any time other than as a result of fluctuations in interest rates or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder; (vi) Indebtedness (including Capitalized Lease Obligations) Incurred by the Company or any of its Restricted Subsidiaries to finance the purchase, lease or improvement of property (real or personal), equipment or other assets (in each case whether through the direct purchase of assets or the Equity Interests of any Person owning such assets) in an aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness then outstanding and Incurred pursuant to this clause (vi) and all Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (vi), does not exceed $10.0 million; (vii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course, provided that such Indebtedness is extinguished within five Business Days of Incurrence; (viii) Indebtedness of the Company and its Restricted Subsidiaries arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case incurred or assumed in connection with the disposition of any business, assets or a Subsidiary of the Company in accordance with the terms of this Indenture, other than Guarantees by the Company or any Restricted Subsidiary of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary of the Company for the purpose of financing such acquisition; provided, however, that (1) such Indebtedness is not reflected on the consolidated balance sheet of the Company and (2) the maximum aggregate liability in respect of all such Indebtedness shall not exceed the gross proceeds, including the fair market value as determined in good faith by a majority of the Governing Board of noncash proceeds (the fair market value of such noncash proceeds being measured at the time it is received and without giving effect to any subsequent changes in value), actually received by the Company and its Restricted Subsidiaries in connection with such disposition; or (ix) Indebtedness of the Company and its Restricted Subsidiaries (in addition to Indebtedness permitted to be Incurred pursuant to Section 4.03(a) or any other clause of this paragraph (b)) in an aggregate principal amount on the date of Incurrence that, when added to all other Indebtedness Incurred pursuant to this clause (ix) and then outstanding, shall not exceed $15.0 million. (c) Notwithstanding the foregoing, the Company shall not Incur any Indebtedness pursuant to Section 4.03(b) above if the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations unless such Indebtedness shall be subordinated to the Securities to at least the same extent as such Subordinated Obligations. The Company shall not Incur any Indebtedness pursuant to Section 4.03(a) or 4.03(b) if such Indebtedness is subordinate or junior in right of payment to any Senior Indebtedness unless such Indebtedness is Senior Subordinated Indebtedness or is expressly subordinated in right of payment to Senior Subordinated Indebtedness. In addition, the Company shall not Incur any Secured Indebtedness which is not Senior Indebtedness unless contemporaneously therewith effective provision is made to secure the Securities equally and ratably with (or on a senior basis to, in the case of Indebtedness subordinated in right of payment to the Securities) such Secured Indebtedness for so long as such Secured Indebtedness is secured by a Lien, except for Senior Subordinated Indebtedness and Subordinated Obligations secured by Liens on the assets of any entity existing at the time such entity is acquired by, and becomes a Restricted Subsidiary of, the Company, whether by merger, consolidation, purchase of assets or otherwise, provided that such Liens (x) are not created, incurred or assumed in connection with, or in contemplation of such entity being acquired by the Company and (y) do not extend to any other assets of the Company or any of its Subsidiaries. A Note Guarantor shall not Incur any Indebtedness if such Indebtedness is by its terms expressly subordinate or junior in right of payment to any Senior Indebtedness of such Note Guarantor unless such Indebtedness is Senior Subordinated Indebtedness of such Note Guarantor or is expressly subordinated in right of payment to Senior Subordinated Indebtedness of such Note Guarantor. In addition, a Note Guarantor shall not Incur any Secured Indebtedness that is not Senior Indebtedness of such Note Guarantor unless contemporaneously therewith effective provision is made to secure the Note Guarantee of such Note Guarantor equally and ratably with (or on a senior basis to, in the case of Indebtedness subordinated in right of payment to such Note Guarantee) such Secured Indebtedness for as long as such Secured Indebtedness is secured by a Lien, except for Senior Subordinated Indebtedness and Subordinated Obligations of such Note Guarantor secured by Liens on the assets of any entity existing at the time such entity is acquired by such Note Guarantor, whether by merger, consolidation, purchase of assets or otherwise, provided that such Liens (x) are not created, incurred or assumed in connection with or in contemplation of such assets being acquired by such Note Guarantor and (y) do not extend to any other assets of the Company or any of its Subsidiaries. (d) Notwithstanding any other provision of this Section 4.03, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may Incur pursuant to this Section shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rates of currencies. For purposes of determining the outstanding principal amount of any particular Indebtedness Incurred pursuant to this Section 4.03, (i) Indebtedness Incurred pursuant to the Credit Agreement prior to or on the Closing Date shall be treated as Incurred pursuant to Section 4.03(b)(i), (ii) Guarantees or obligations in respect of letters of credit relating to Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included, (iii) the principal amount of any Disqualified Equity Interests or bankers’ acceptances Preferred Equity Interests shall be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the maximum liquidation preference, (iv) the principal amount of Indebtedness, Disqualified Equity Interests or Preferred Equity Interests issued at a price less than the principal amount thereof, the maximum fixed redemption or created thereunder)repurchase price thereof or liquidation preference thereof, and any Refinancing Indebtedness as applicable, will be equal to the amount of the liability or obligation in respect thereof determined in accordance with GAAP, (v) if such Indebtedness is denominated in a currency other than U.S. dollars, the U.S. dollar equivalent principal amount thereof shall be calculated based on the relevant currency exchange rates in effect on the date such Indebtedness was Incurred, (vi) the accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Indebtedness and Guarantees the payment of dividends or distributions in respect the form of additional Equity Interests shall not be deemed an incurrence of Indebtedness for purposes of this Section, (vii) Indebtedness permitted by this Section 4.03 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section permitting such Indebtedness, and (viii) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in this Section, the Company, in its sole discretion, shall classify such Indebtedness and only be required to include the amount of such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed the greater of (A) $200.0 million and (B) an amount such that after giving pro forma effect to the Incurrence one of such Indebtedness and the application of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; orclauses.

Limitation on Indebtedness. (a) The Parent will Holdings shall not, and will shall not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that Holdings, the Parent Issuer and any Restricted of the Subsidiary Guarantors may Incur Indebtedness (including Acquired Indebtedness) ), if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio for the Parent Holdings and its Restricted Subsidiaries would have been at least 2.0 is greater than 2.00 to 1.01.00. (b) Section 4.01(a3.2(a) will shall not prohibit the Incurrence of the following Indebtedness (“Permitted Debt”):Indebtedness: (i1) Indebtedness of Holdings, the Issuer and the Subsidiary Guarantors Incurred pursuant to any Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunderunder any Credit Facility), and any Refinancing Indebtedness in respect thereof and Guarantees by Holdings, the Issuer or any Subsidiary Guarantor in respect of such Indebtedness Indebtedness, in a maximum aggregate principal amount of all Indebtedness incurred under this clause (1) and clause (14) below at any time outstanding not to exceed the greater of exceeding (Ai) $200.0 million and 1,700,000,000, plus (Bii) an amount such that after giving pro forma effect to the Incurrence of such Indebtedness and the application of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(iclause (1) or any portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses incurred Incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (iii) A. Guarantees by Holdings, the Parent Issuer or any Subsidiary Guarantor of Indebtedness of Holdings, the Issuer or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence of such underlying Indebtedness being Guaranteed is permitted under the terms of this Indenture and (ii) Guarantees by Non-Guarantors of Indebtedness of other Non-Guarantors so long as the incurrence of such underlying Indebtedness being Guaranteed is permitted under the terms of this Indenture; (3) Indebtedness of Holdings owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by Holdings or any Restricted Subsidiary; provided, however, that: (i) any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than Holdings or a Restricted Subsidiary; and (ii) any sale or other transfer of any such Indebtedness to a Person other than Holdings or a Restricted Subsidiary, shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by Holdings or such Restricted Subsidiary, as the case may be, that is not permitted by this clause (3); (i) Indebtedness represented by the Notes (other than any Additional Notes), including any Note Guarantee thereof, (ii) any Indebtedness of Holdings or any of its Subsidiaries (other than Indebtedness described in clauses (1), (3) and (4)(i) of this Section 3.2(b)) outstanding on the Issue Date and (iii) Refinancing Indebtedness Incurred in respect of any Indebtedness described in this Section 3.2(b)(4), Section 3.2(b)(5) or in respect of any Indebtedness Incurred pursuant to Section 3.2(a); (5) (x) Indebtedness of Holdings, the Issuer or any Subsidiary Guarantor Incurred or issued to finance an acquisition or (y) Acquired Indebtedness; provided, however, that after giving pro forma effect to such acquisition, merger or consolidation, and the Incurrence of such Indebtedness (including pro forma application of the proceeds thereof), either: (i) Holdings would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 3.2(a); or (ii) the Fixed Charge Coverage Ratio of Holdings and its Restricted Subsidiaries would not be lower than such ratio immediately prior to such acquisition, merger or consolidation. (6) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes); (7) Indebtedness represented by Capitalized Lease Obligations or Purchase Money Obligations, and Refinancing Indebtedness in respect thereof, in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (7) and then outstanding, does not exceed $50,000,000; (8) Indebtedness in respect of (i) workers’ compensation claims, self-insurance obligations, performance, indemnity, surety, judgment, appeal, advance payment, customs, value added or other tax or other guarantees or other similar bonds, instruments or obligations and completion guarantees and warranties provided by Holdings or a Restricted Subsidiary or relating to liabilities, obligations or guarantees Incurred in the ordinary course of business or consistent with past practice, (ii) the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or consistent with past practice; provided, however, that such Indebtedness is extinguished within five (5) Business Days of Incurrence; (iii) customer deposits and advance payments received in the ordinary course of business or consistent with past practice from customers for goods or services purchased in the ordinary course of business or consistent with past practice; and (iv) any customary treasury, depositary, cash management, automatic clearinghouse arrangements, overdraft protections, cash pooling or netting or setting off arrangements or similar arrangements in the ordinary course of business or consistent with past practice; (9) Indebtedness arising from agreements providing for guarantees, indemnification, obligations in respect of earn-outs or other adjustments of purchase price or, in each case, similar obligations, in each case, Incurred or assumed in connection with the acquisition or disposition of any business or assets or Person or any Capital Stock of a Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring or disposing of such business or assets or such Subsidiary for the purpose of financing such acquisition or disposition); (10) Indebtedness of Non-Guarantors, and Refinancing Indebtedness in respect thereof, in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (10) and then outstanding, does not exceed $50,000,000; (11) Indebtedness consisting of promissory notes issued by Holdings or any of its Subsidiaries to any current or former employee, director or consultant of Holdings or any of its Subsidiaries (or permitted transferees, assigns, estates, or heirs of such employee, director or consultant), to finance the purchase or redemption of Capital Stock of Holdings that is permitted by Section 3.3; (12) Indebtedness of Holdings or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case Incurred in the ordinary course of business or consistent with past practice; (13) Indebtedness of Holdings, the Issuer or any Subsidiary Guarantor, and Refinancing Indebtedness in respect thereof, in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (13) and then outstanding, does not exceed the greater of (i) $100,000,000 and (ii) 3.00% of Total Assets; (14) Indebtedness Incurred by a Receivables Subsidiary pursuant to a Qualified Receivables Transaction; provided, however, that, at the time of such Incurrence, Holdings would have been entitled to Incur Indebtedness pursuant to clause (1) of this Section 3.2(b) in an amount equal to the Receivables Transaction Amount of such Qualified Receivables Transaction; and (15) Indebtedness to the extent the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the entire aggregate principal amount of the Notes then outstanding. (c) For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this Section 3.2: (1) subject to Section 3.2(c)(3), in the event that all or any portion of any item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in Sections 3.2(a) and (b), Holdings, in its sole discretion, may classify, and may from time to time reclassify under Section 3.2(c)(2), such item of Indebtedness and only be required to include the amount and type of such Indebtedness in one of the clauses of Section 3.2(a) or (b); (2) subject to Section 3.2(c)(3), all or any portion of any item of Indebtedness may later be classified as having been Incurred pursuant to any type of Indebtedness described in Sections 3.2(a) and (b) so long as such Indebtedness is permitted to be Incurred pursuant to such provision at the time of reclassification; (3) all Indebtedness outstanding on the Issue Date under the Credit Agreement shall be deemed to have been incurred on the Issue Date under Section 3.2(b)(1) and may not be reclassified at any time pursuant to clauses (1) or (2) of this Section 3.2(c); (4) in the case of the incurrence of any Refinancing Indebtedness under clauses (7), (10) or (13) of Section 3.2(b), such Refinancing Indebtedness shall not include the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses Incurred in connection with such Refinancing; (5) Guarantees of, or obligations in respect of letters of credit, bankers’ acceptances or other similar instruments relating to, or Liens securing, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included; (6) the principal amount of any Disqualified Stock of Holdings or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary, shall be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (7) Indebtedness permitted by this Section 3.2 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 3.2 permitting such Indebtedness; and (8) the amount of any Indebtedness outstanding as of any date shall be (i) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (ii) the principal amount of Indebtedness, or liquidation preference thereof, in the case of any other Indebtedness. (d) Accrual of interest, accrual of dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest in the form of additional Indebtedness, the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock or the reclassification of commitments or obligations not treated as Indebtedness due to a change in GAAP, shall not be deemed to be an Incurrence of Indebtedness for purposes of this Section 3.2. (e) If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary of Holdings as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this Section 3.2, such will constitute a default of this Section 3.2). (f) Notwithstanding any other provision of this Section 3.2, the maximum amount of Indebtedness that Holdings or a Restricted Subsidiary may Incur pursuant to this Section 3.2 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in the same currency as the Indebtedness being refinanced, shall be calculated based on the currency exchange rate in effect on the date such Indebtedness was originally incurred, in the case of term indebtedness, or first committed, in the case of revolving credit indebtedness. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing. (g) Holdings and the Issuer shall not, and shall not permit any Guarantor to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of Holdings, the Issuer or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Note Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of Holdings, the Issuer or such Guarantor, as the case may be. (1) Unsecured Indebtedness shall not be treated as subordinated or junior to Secured Indebtedness merely because it is unsecured, and (2) senior Indebtedness shall not be treated as subordinated or junior to any other senior Indebtedness merely because it has a junior priority with respect to the same collateral or is secured by different collateral or because it is guaranteed by different obligors.

Limitation on Indebtedness. (a) The Parent will Company shall not, and will shall not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent Company and any of its Restricted Subsidiary Subsidiaries may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Leverage Ratio for the Parent Company and its Restricted Subsidiaries is less than 6.00 to 1.00; provided, further, that Restricted Subsidiaries that are not Guarantors may not Incur Indebtedness or Disqualified Stock or Preferred Stock if, after giving pro forma effect to such incurrence or issuance (including a pro forma application of the net proceeds therefrom), more than an aggregate of $15.0 million of Indebtedness or Disqualified Stock or Preferred Stock of Restricted Subsidiaries that are not Guarantors would have been be outstanding pursuant to this paragraph at least 2.0 to 1.0such time. (b) Section 4.01(a) will The first paragraph of this covenant shall not prohibit the Incurrence of the following Indebtedness (“Permitted Debt”):Indebtedness: (i1) Indebtedness Incurred pursuant to any Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunderunder any Credit Facility), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed the greater of exceeding (Ai) $200.0 million and 125.0 million, plus (Bii) an amount such that after giving pro forma effect to the Incurrence of such Indebtedness and the application of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i3.2(b)(1) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred Incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii2) A. (i) Guarantees by the Parent Company or any Restricted Subsidiary of Indebtedness of the Parent Company or any Restricted Subsidiary, Guarantor so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; (3) Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Company or any Restricted Subsidiary; provided, however, that: (i) any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than the Company or a Restricted Subsidiary of the Company; and (ii) any sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary of the Company, shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be; (4) Indebtedness represented by (i) the Notes (other than any Additional Notes), including any Guarantee thereof, (ii) any Indebtedness (other than Indebtedness incurred pursuant to clauses (1) and (2)) outstanding on the Issue Date, (iii) Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause or clauses (5), (7), (10) or (14) of this Section 3.2(b) or Incurred pursuant to Section 3.2(a), and (iv) Management Advances; (5) Indebtedness of (x) the Company or any Restricted Subsidiary Incurred or issued to finance an acquisition or (y) Persons that are acquired by the Company or any Restricted Subsidiary or merged into or consolidated with the Company or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that after giving effect to such acquisition, merger or consolidation, either (i) the Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio test set forth in Section 3.2(a), (ii) the Leverage Ratio of the Company and the Restricted Subsidiary would not be greater than immediately prior to such acquisition, merger or consolidation; or (iii) such Indebtedness constitutes Acquired Indebtedness (other than Indebtedness Incurred in contemplation of the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Company or a Restricted Subsidiary); provided that the only obligors with respect to such Indebtedness shall be those Persons who were obligors of such Indebtedness prior to such acquisition, merger or consolidation (6) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes); (7) Indebtedness represented by Capitalized Lease Obligations or Purchase Money Obligations, in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (7) and then outstanding, does not exceed the greater of (i) $10.0 million and (ii) 2.0% of Total Assets at the time of Incurrence and any Refinancing Indebtedness in respect thereof; (8) Indebtedness in respect of (i) workers’ compensation claims, self-insurance obligations, performance, indemnity, surety, judgment, appeal, advance payment, customs, value added or other tax or other guarantees or other similar bonds, instruments or obligations and completion guarantees and warranties provided by the Company or a Restricted Subsidiary or relating to liabilities, obligations or guarantees Incurred in the ordinary course of business, (ii) the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of Incurrence; (iii) customer deposits and advance payments received in the ordinary course of business from customers for goods or services purchased in the ordinary course of business; (iv) letters of credit, bankers’ acceptances, guarantees or other similar instruments or obligations issued or relating to liabilities or obligations Incurred in the ordinary course of business, and (v) any customary cash management, cash pooling or netting or setting off arrangements in the ordinary course of business; (9) Indebtedness arising from agreements providing for guarantees, indemnification, obligations in respect of earn-outs or other adjustments of purchase price or, in each case, similar obligations, in each case, Incurred or assumed in connection with the acquisition or disposition of any business or assets or Person or any Capital Stock of a Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring or disposing of such business or assets or such Subsidiary for the purpose of financing such acquisition or disposition); provided that the maximum liability of the Company and its Restricted Subsidiaries in respect of all such Indebtedness in connection with a Disposition shall at no time exceed the gross proceeds, including the fair market value of non-cash proceeds (measured at the time received and without giving effect to any subsequent changes in value), actually received by the Company and its Restricted Subsidiaries in connection with such disposition; (10) Indebtedness in an aggregate outstanding principal amount which, when taken together with any Refinancing Indebtedness in respect thereof and the principal amount of all other Indebtedness Incurred pursuant to this clause (10) and then outstanding, will not exceed 100% of the Net Cash Proceeds received by the Company from the issuance or sale (other than to a Restricted Subsidiary) of its Capital Stock (other than Disqualified Stock, Designated Preferred Stock or an Excluded Contribution) or otherwise contributed to the equity (other than through the issuance of Disqualified Stock, Designated Preferred Stock or an Excluded Contribution) of the Company, in each case, subsequent to the Issue Date; provided, however, that (i) any such Net Cash Proceeds that are so received or contributed shall not increase the amount available for making Restricted Payments to the extent the Company and its Restricted Subsidiaries Incur Indebtedness in reliance thereon and (ii) any Net Cash Proceeds that are so received or contributed shall be excluded for purposes of Incurring Indebtedness pursuant to this clause (10) to the extent the Company or any of its Restricted Subsidiaries make a Restricted Payment; (11) Indebtedness of Non-Guarantors in an aggregate amount not to exceed the greater of (a) $10.0 million and (b) 2.0% of Total Assets of Non-Guarantors at any time outstanding and any Refinancing Indebtedness in respect thereof; (12) Indebtedness consisting of promissory notes issued by the Company or any of its Subsidiaries to any current or former employee, director or consultant of the Company, any of its Subsidiaries or any of its Parents (or permitted transferees, assigns, estates, or heirs of such employee, director or consultant), to finance the purchase or redemption of Capital Stock of the Company or any of its Parents that is permitted by Section 3.3; (13) Indebtedness of the Company or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case Incurred in the ordinary course of business; and (14) Indebtedness in an aggregate outstanding principal amount which, when taken together with any Refinancing Indebtedness in respect thereof and the principal amount of all other Indebtedness Incurred pursuant to this clause and then outstanding, will not exceed $20.0 million. (c) For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this Section 3.2: (1) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in the first and second paragraphs of this covenant, the Company, in its sole discretion, shall classify, and may from time to time reclassify, such item of Indebtedness and only be required to include the amount and type of such Indebtedness in one of the clauses of Section 3.2(a) or (b); (2) additionally, all or any portion of any item of Indebtedness may later be classified as having been Incurred pursuant to any type of Indebtedness described in one of the clauses of Section 3.2(a) or (b) so long as such Indebtedness is permitted to be Incurred pursuant to such provision at the time of reclassification; (3) all Indebtedness outstanding on the Issue Date under the Credit Agreement shall be deemed initially Incurred on the Issue Date under Section 3.2(b)(1); (4) Guarantees of, or obligations in respect of letters of credit, bankers’ acceptances or other similar instruments relating to, or Liens securing, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included; (5) if obligations in respect of letters of credit, bankers’ acceptances or other similar instruments are Incurred pursuant to any Credit Facility and are being treated as Incurred pursuant to clause (a), (b)(1), (b)(7), (b)(10), (b)(11) or (b)(14) of this Section 3.2 and the letters of credit, bankers’ acceptances or other similar instruments relate to other Indebtedness, then such other Indebtedness shall not be included; (6) the principal amount of any Disqualified Stock of the Company or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (7) Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness; and (8) the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined on the basis of GAAP. Accrual of interest, accrual of dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest in the form of additional Indebtedness, the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock or the reclassification of commitments or obligations not treated as Indebtedness due to a change in GAAP, will not be deemed to be an Incurrence of Indebtedness for purposes of this Section 3.2. The amount of any Indebtedness outstanding as of any date shall be (i) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (ii) the principal amount of the Indebtedness, or liquidation preference thereof, in the case of any other Indebtedness. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary of the Company as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this Section 3.2, the Company, shall be in default of this Section 3.2). Notwithstanding any other provision of this Section 3.2, the maximum amount of Indebtedness that the Company or a Restricted Subsidiary may Incur pursuant to this Section 3.2 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing. The Company shall not, and shall not permit any Guarantor to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such Guarantor, as the case may be; provided that for purposes of this Indenture, (1) unsecured Indebtedness shall not be treated as subordinated or junior to Secured Indebtedness merely because it is unsecured and (2) senior Indebtedness shall not be treated as subordinated or junior to any other senior Indebtedness merely because it has a junior priority with respect to the same collateral or is secured by different collateral.

Limitation on Indebtedness. (a) The Parent Company will not, and will not cause or permit any of its Restricted Subsidiaries to, Incur create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise incur, contingently or otherwise (collectively, "incur"), any Indebtedness (including any Acquired Indebtedness); provided, however, that unless such Indebtedness is incurred by the Parent and Company or any Guarantor or constitutes Acquired Indebtedness of a Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof)and, in each case, the Company's Consolidated Fixed Charge Coverage Ratio for the Parent and its most recent four full fiscal quarters for which financial statements are available immediately preceding the incurrence of such Indebtedness taken as one period is equal to or greater than 2.0:1.0. Notwithstanding the foregoing, the Company and, to the extent specifically set forth below, the Restricted Subsidiaries would have been at least 2.0 to 1.0. (b) Section 4.01(a) will not prohibit the Incurrence may incur each and all of the following Indebtedness (“collectively, the "Permitted Debt”Indebtedness"): (i1) Indebtedness Incurred pursuant to any Credit Facility of the Company (including in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect guarantees by Guarantors of such Indebtedness Indebtedness) under the Credit Facilities in a maximum an aggregate principal amount at any one time outstanding not to exceed the greater of (Aa) $200.0 750 million and (Bb) an amount such that after giving pro forma effect the Borrowing Base; (2) Indebtedness of the Company pursuant to the Incurrence Notes issued on the Issue Date (and any Exchange Notes issued in exchange therefor) and Indebtedness of any Guarantor pursuant to a Guarantee of such Notes; (3) Indebtedness of the Company or any Restricted Subsidiary outstanding on the Issue Date; (4) Indebtedness of the Company or a Guarantor owing to a Restricted Subsidiary; provided that any Indebtedness of the Company or a Guarantor owing to a Restricted Subsidiary that is not a Guarantor, except pursuant to the customary cash management procedures of the Company and its Restricted Subsidiaries, is made pursuant to an intercompany note and is unsecured and, other than with respect to Indebtedness owed to AutoNation Cayman Insurance Company, Ltd. with respect to capital and surplus, is subordinated in right of payment from and after such time as the Notes shall become due and payable (whether at Stated Maturity, acceleration or otherwise) to the payment and performance of the Company's obligations under the Notes or such Guarantor's obligations under its guarantee; provided, further, that any disposition, pledge or transfer of any such Indebtedness to a Person (other than a disposition, pledge or transfer to a Restricted Subsidiary) shall be deemed to be an incurrence of such Indebtedness and by the application Company or other obligor not permitted by this paragraph (4); (5) Indebtedness of a Restricted Subsidiary that is not a Guarantor owing to the Company or another Restricted Subsidiary; provided that (except pursuant to the customary cash management procedures of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent Company and its Restricted Subsidiaries would Subsidiaries) any such Indebtedness is made pursuant to an intercompany note; provided, further, that (a) any disposition, pledge or transfer of any such Indebtedness to a Person (other than a disposition, pledge or transfer to the Company or a Restricted Subsidiary) shall be deemed to be an incurrence of such Indebtedness by the obligor not permitted by this paragraph (5), and (b) any transaction pursuant to which any Restricted Subsidiary, which has Indebtedness owing to the Company or any other Restricted Subsidiary, ceases to be a Restricted Subsidiary shall be deemed to be the incurrence of Indebtedness by such Restricted Subsidiary that is not permitted by this paragraph (5); (6) guarantees of any Restricted Subsidiary made in accordance with the provisions of Section 4.16; (7) obligations of the Company or any Guarantor entered into in the ordinary course of business (A) pursuant to Interest Rate Agreements designed to protect the Company or any Restricted Subsidiary against fluctuations in interest rates in respect of Indebtedness of the Company or any Restricted Subsidiary as long as such obligations do not exceed 1.00 the payment obligations of such Indebtedness then outstanding, (B) under any Currency Hedging Agreements, relating to 1.00; plus (1) Indebtedness of the Company or any Restricted Subsidiary and/or (2) obligations to purchase or sell assets or properties, in each case, incurred in the ordinary course of business of the Company or any Restricted Subsidiary; provided, however, that such Currency Hedging Agreements do not increase the Indebtedness or other obligations of the Company or any Restricted Subsidiary outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder or (C) under any Commodity Price Protection Agreements which do not increase the amount of Indebtedness or other obligations of the Company or any Restricted Subsidiary outstanding other than as a result of fluctuations in commodity prices or by reason of fees, indemnities and compensation payable thereunder; (8) Indebtedness of the Company or any Restricted Subsidiary represented by Capital Lease Obligations or Purchase Money Obligations or other Indebtedness incurred or assumed in connection with the acquisition (including in connection with an acquisition of a business by means of stock purchase, merger or otherwise) or development of real or personal, movable or immovable property in each case incurred for the purpose of financing or refinancing all or any refinancing part of the purchase price or cost of construction or improvement of property used in the business of the Company, in an aggregate principal amount pursuant to this paragraph (8) not to exceed the greater of (a) $100 million and (b) 10% of the Company's Consolidated Tangible Net Worth; provided that the principal amount of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereofparagraph (8) did not in each case at the time of incurrence exceed the Fair Market Value, as determined by the aggregate amount of feesCompany in good faith, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratioacquired or constructed asset or improvement so financed; (ii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; or

Limitation on Indebtedness. (a) The Parent Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtednessother than the Notes, the Note Guarantees, the Exchange Notes and Indebtedness existing on the Closing Date); provided, however, provided that the Parent and Company or any Restricted Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and if, after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 to 1.0. (b) Section 4.01(a) will not prohibit the Incurrence of the following Indebtedness (“Permitted Debt”): (i) Indebtedness Incurred pursuant to any Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed the greater of (A) $200.0 million and (B) an amount such that after giving pro forma effect to the Incurrence of such Indebtedness and the receipt and application of the use proceeds therefrom, the Interest Coverage Ratio would be greater than 2.5:1. Notwithstanding the foregoing Section 4.03(a), the Company and any Restricted Subsidiary (except as specified below) may Incur each and all of proceeds therefrom the following: (i) Indebtedness of the Company and any Subsidiary Guarantor outstanding at any time in an aggregate principal amount (together with refinancings thereof) not to exceed $100 million under the Credit Agreement less any amount of such Indebtedness permanently repaid or repurchased as provided under Section 4.11; (ii) Indebtedness owed (A) to the Company or any Subsidiary Guarantor evidenced by an unsubordinated promissory note or (B) to any other Restricted Subsidiary; provided that (x) any event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or another Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this clause (2) and (y) if the Company or any Subsidiary Guarantor is the obligor on such dateIndebtedness, such Indebtedness must be expressly subordinated in right of payment to the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus Notes, in the case of the Company, or the Note Guarantee, in the case of a Subsidiary Guarantor; (iii) Indebtedness issued in exchange for, or the net proceeds of which are used to refinance, refund, replace, renew or extend (including pursuant to any refinancing of any defeasance or discharge mechanism) then outstanding Indebtedness permitted (other than Indebtedness outstanding under this Section 4.01(b)(iclause (ii) or (v) hereof) and any portion thereofrefinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums, the aggregate amount of accrued and unpaid interest, fees, underwriting discounts, premiums commissions and other costs and expenses incurred in connection with such refinancingexpenses); provided that for purposes (a) Indebtedness the proceeds of determining which are used to refinance or refund the amount of Notes or Indebtedness that may is pari passu with, or subordinated in right of payment to, the Notes or a Note Guarantee shall only be Incurred permitted under this Section 4.01(b)(i)clause (3) if (x) in case the Notes are refinanced in part or the Indebtedness to be refinanced is pari passu with the Notes or a Note Guarantee, all such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness Incurred under this Section 4.01(b)(iis outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Notes or the Note Guarantee, or (y) shall in case the Indebtedness to be included refinanced is subordinated in right of payment to the amount Notes or a Note Guarantee, such new Indebtedness, by its terms or by the terms of Consolidated Senior Secured Net Leverage used any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the calculation Notes or the Note Guarantee at least to the extent that the Indebtedness to be refinanced is subordinated to the Notes or the Note Guarantee, (b) such new Indebtedness, determined as of the Consolidated Senior Secured Net Leverage Ratiodate of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded and (c) such new Indebtedness is Incurred by the Company or a Subsidiary Guarantor or by the Restricted Subsidiary who is the obligor on the Indebtedness to be refinanced or refunded; (iiiv) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent Company, to the extent the net proceeds thereof are promptly (A) used to purchase Notes tendered in an Offer to Purchase made as a result of a Change in Control or any Restricted Subsidiary, so long (B) deposited to defease the Notes as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; orset forth in Article Eight;

Limitation on Indebtedness. None of the Restricted Group Companies will incur, create, assume or permit to exist any Indebtedness or Swap Obligations except: (i) Indebtedness of the Borrower and its Restricted Subsidiaries outstanding on the Closing Date and disclosed on Schedule 7.01 (collectively, the “Existing Indebtedness”); (ii) (A) Indebtedness of the Loan Parties under this Agreement and the other Loan Documents (including any Incremental Loans incurred pursuant to Section 2.15, Extended Term Loans and Credit Agreement Refinancing Indebtedness incurred pursuant to Section 2.17) and (B) Indebtedness of the Loan Parties in respect of Permitted Incremental Equivalent Debt; (iii) Purchase Money Indebtedness, Attributable Indebtedness in respect of Capital Leases and Synthetic Lease Obligations of the Borrower and its Restricted Subsidiaries, and Indebtedness financing the acquisition, construction, repair, replacement or improvement of capital assets, in each case incurred after the Closing Date and Attributable Indebtedness in respect of Sale/Leaseback Transactions of the Borrower and its Restricted Subsidiaries permitted pursuant to Section 7.12; provided that (x) the aggregate amount of all such Indebtedness incurred pursuant to this clause (iii) does not exceed the greater of (x) $25,000,000 and (y) 1.0% of Consolidated Total Assets at any time outstanding and (y) no Lien securing any such Indebtedness shall extend to or cover any property or asset of any Restricted Group Company other than the asset so financed (and accessions thereto) and proceeds and products thereof (provided that individual financings of equipment provided by any lender may be cross-collateralized to other financings of equipment provided by such lender); (iv) (A) Indebtedness of the Borrower or its Restricted Subsidiaries secured solely by Liens granted pursuant to clause (xv), (xvi) and/or (xvii) of Section 7.02, and any other Indebtedness of a Person whose Equity Interests or assets are acquired in a Permitted Acquisition which is assumed by the Borrower or a Subsidiary of the Borrower in such Permitted Acquisition; provided that such Indebtedness was not incurred in connection with, or in anticipation of, the events described in such clauses or such Permitted Acquisition and (B) so long as no Default or Event of Default is continuing at the time of, or would result from, the incurrence of such Indebtedness, Indebtedness incurred to finance a Permitted Acquisition, provided that (a) The Parent will notthe aggregate amount of all Indebtedness incurred pursuant to this clause (iv) does not exceed the greater of (x) $60,000,000 and (y) 2.5% of Consolidated Total Assets at any time outstanding, and will (b) the aggregate amount of Indebtedness of Restricted Subsidiaries that are not permit Subsidiary Guarantors in reliance on this clause (iv), together with Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors in reliance upon clauses (xvi) and (xvii) below, shall not exceed the greater of (x) $25,000,000 and (y) 1.0% of Consolidated Total Assets in aggregate principal amount outstanding; (v) Indebtedness of the Borrower in respect of the 2019 Notes or the 2023 Notes; (vi) any Permitted Refinancing of Indebtedness permitted under clause (i), (iii), (iv) or (v) above or clause (xvii) below (but without duplication of amounts outstanding pursuant to such clauses); (vii) to the extent constituting Indebtedness, Indebtedness of the Borrower or any of its Restricted Subsidiaries tothat may be deemed to exist in connection with agreements providing for indemnification, Incur any Indebtedness purchase price adjustments, earn-out, “milestone”, non-compete, consulting, deferred compensation and similar obligations in connection with acquisitions or sales of assets and/or businesses permitted under this Agreement; (including Acquired Indebtedness); provided, however, that viii) Swap Obligations of the Parent and Borrower or any Restricted Subsidiary may Incur under Swap Agreements to the extent (A) entered into in order to manage interest rate, foreign currency exchange rate and commodity pricing risks and not for speculative purposes, or (B) entered into prior to the Closing Date in connection with the 2019 Notes; (ix) Indebtedness (including Acquired Indebtedness) if on owed to any Person providing property, casualty or liability insurance to the date of such Incurrence and after giving pro forma effect thereto (including pro forma application Borrower or any Restricted Subsidiary of the proceeds thereof)Borrower, so long as such Indebtedness shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the annual period in which such Indebtedness is incurred and such Indebtedness shall be outstanding only during such year; (x) Indebtedness consisting of Guaranty Obligations incurred (A) by the Borrower in respect of Indebtedness, leases or other ordinary course obligations not prohibited to be incurred by, or obligations in respect of Permitted Acquisitions, Investments permitted by Section 7.06 or Permitted Joint Ventures of, any Subsidiary Guarantor, (B) by any Subsidiary Guarantor of Indebtedness, leases or other ordinary course obligations not prohibited to be incurred by, or obligations in respect of Permitted Acquisitions, Investments permitted by Section 7.06 or Permitted Joint Ventures of, the Fixed Charge Coverage Ratio for Borrower or any Subsidiary Guarantor and (C) by the Parent Borrower or any Subsidiary Guarantor of any Indebtedness permitted to be incurred by the Borrower or any Subsidiary Guarantor; (xi) intercompany Indebtedness to the extent permitted by Section 7.06(a)(ix); (A) Indebtedness of the Borrower and its Restricted Subsidiaries would have been at least 2.0 to 1.0. arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that (b1) Section 4.01(a) will not prohibit the Incurrence of the following such Indebtedness (“Permitted Debt”): other than credit or purchase cards) is extinguished within five Business Days after receipt of notice of its incurrence and (i2) such Indebtedness Incurred pursuant to any Credit Facility (including in respect of credit or purchase cards is extinguished within 60 days from its incurrence, and (B) contingent indemnification obligations of the Borrower and its Restricted Subsidiaries to financial institutions, in each case to the extent in the ordinary course of business and on terms and conditions which are within the general parameters customary in the banking industry, entered into to obtain cash management services or deposit account overdraft protection services (in amount similar to those offered for comparable services in the financial industry) or other services in connection with the management or opening of deposit accounts or incurred as a result of endorsement of negotiable instruments for deposit or collection purposes; (xiii) unsecured Indebtedness of the Borrower at any time outstanding owing to any then existing or former director, officer, employee, independent contractor, manager or consultant of the Borrower or its Restricted Subsidiaries (or their estates, spouses or former spouses, other immediate family members, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) for the repurchase, redemption or other acquisition or retirement for value of any Equity Interest or Equity Equivalent of the Borrower held by them to the extent such repurchase, redemption or other acquisition or retirement for value is permitted by Section 7.07; (xiv) contingent obligations under or in respect of (A) surety bonds, appeal bonds, performance and return-of-money bonds, workers’ compensation claims, self-insurance obligations, bankers’ acceptances, letters of credit or bankers’ acceptances issued (B) guarantees or created thereunder)obligations with respect to letters of credit and other similar obligations incurred in the ordinary course of business in connection with bids, projects, leases and any Refinancing similar commercial contracts; (xv) Indebtedness representing deferred compensation, severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Borrower and its Restricted Subsidiaries incurred in respect thereof and Guarantees the ordinary course of business; (xvi) Indebtedness not otherwise permitted by this Section 7.01 incurred after the Closing Date in respect of such Indebtedness in a maximum an aggregate principal amount at any time outstanding not to exceed the greater of (Ax) $200.0 million 60,000,000 and (By) an amount such that after giving pro forma effect 2.5% of Consolidated Total Assets at any time outstanding; provided that, with respect to the Incurrence of such Indebtedness and the application of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under by this Section 4.01(b)(i) or any portion thereof7.01(xvi), the aggregate amount of feesIndebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors, underwriting discounts, premiums and other costs and expenses together with Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors incurred in connection with such refinancing; provided that for purposes reliance on clause (iv) above and clause (xvii) below, shall not exceed the greater of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i(x) shall be included in the amount $25,000,000 and (y) 1.0% of Consolidated Senior Total Assets in aggregate principal amount at any time outstanding; (xvii) additional Indebtedness of the Borrower and its Restricted Subsidiaries that complies with the Applicable Requirements so long as (i) no Default or Event of Default shall occurred and be continuing immediately before or after the incurrence thereof and (ii) as of the date of incurrence thereof, on a Pro Forma Basis, (A) if such Indebtedness is secured by a Lien on the Collateral that is pari passu with the Liens of the Collateral Documents, the First Lien Net Leverage Ratio would not exceed 1.35 : 1.00, (B) if such Indebtedness is secured by a Lien on the Collateral that is junior to the Liens of the Collateral Documents, the Secured Net Leverage used in Ratio would not exceed 1.35 : 1.00 or (C) if such Indebtedness is unsecured, the calculation of the Consolidated Senior Secured Total Net Leverage RatioRatio would not exceed 4.50 : 1.00; provided that, in any such case, the aggregate outstanding principal amount of such Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors, together with Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors incurred in reliance on clauses (iv) and (xvi) above, shall not exceed the greater of (x) $25,000,000 and (y) 1.0% of Consolidated Total Assets in aggregate principal amount at any time outstanding; (iixviii) A. Guarantees by unsecured Indebtedness arising out of judgments not constituting an Event of Default; (xix) Indebtedness in the Parent form of (a) guarantees of loans and advances to officers, directors, consultants and employees of the Borrower and its Restricted Subsidiaries, in an aggregate amount not to exceed $5.0 million at any one time outstanding, and (b) reimbursements owed to officers, directors, consultants and employees of the Borrower or any of its Restricted Subsidiary of Indebtedness of the Parent Subsidiaries; and (xx) all premiums, interest (including post-petition interest), fees, expenses, charges and additional or any Restricted Subsidiary, so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; orcontingent interest on obligations described in clauses (i) through (xix) above.

Limitation on Indebtedness. (a) The Parent will Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired other than Permitted Indebtedness); providedPROVIDED, howeverHOWEVER, that if no Default or Event of Default shall have occurred and be continuing at the Parent time of or as a consequence of the Incurrence of any such Indebtedness, the Company or any Restricted Subsidiary that is a Guarantor may Incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary that is not a Guarantor may Incur Indebtedness (including Acquired Indebtedness) , in each case if on the date of the Incurrence of such Incurrence and Indebtedness, after giving pro forma effect thereto (including pro forma application of to the proceeds Incurrence thereof), the Consolidated Fixed Charge Coverage Ratio for of the Parent Company would be greater than 2.0 to 1.0. Notwithstanding the foregoing, the Company and any Restricted Subsidiary (except as specified below) may Incur each and all of the following (each, "PERMITTED INDEBTEDNESS"): (1) Indebtedness of the Company and any Guarantor outstanding at any time in an aggregate principal amount not to exceed an amount equal to $150.0 million under the Credit Agreement, less any amount of Indebtedness permanently repaid as provided in Section 4.16; (2) Indebtedness under the Securities and the related Guarantees; (3) other Indebtedness of the Company and its Restricted Subsidiaries would have been at least 2.0 to 1.0.outstanding on the Issue Date; (b4) Section 4.01(aIndebtedness to the Company or any of its Wholly-Owned Restricted Subsidiaries as long as such Indebtedness continues to be owed to the Company or any of its Wholly-Owned Restricted Subsidiaries; (5) will Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund, Indebtedness then outstanding, other than Indebtedness Incurred under clause (1) or (4) above or clause (6) or (7) below, and any refinancings thereof in an amount not prohibit to exceed the Incurrence amount so refinanced or refunded (plus premiums, accrued interest, fees, and expenses); PROVIDED that Indebtedness the proceeds of which are used to refinance or refund the following Securities or Indebtedness that is PARI PASSU with, or subordinated in right of payment to, the Securities shall only be permitted under this clause (“Permitted Debt”):5) if: (i) Indebtedness Incurred pursuant to any Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed the greater of (A) $200.0 million and (B) an amount such that after giving pro forma effect to the Incurrence of such Indebtedness and the application of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case where the Indebtedness to be refinanced is PARI PASSU with the Securities, such new Indebtedness, by its terms or by the terms of any refinancing agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made PARI PASSU with, or subordinate in right of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereofpayment to, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage RatioSecurities; (ii) A. Guarantees in the case where the Indebtedness to be refinanced is subordinated in right of payment to the Securities, such new Indebtedness, by its terms or by the Parent terms of any agreement or any Restricted Subsidiary instrument pursuant to which such new Indebtedness is outstanding, is expressly made subordinate in right of payment to the Securities at least to the extent that the Indebtedness to be refinanced is subordinated to the Securities; and (iii) such new Indebtedness, determined as of the Parent or any Restricted Subsidiary, so long as the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is permitted under at least equal to the terms remaining Average Life of this Indenture; orthe Indebtedness to be refinanced or refunded;

Limitation on Indebtedness. (a) The Parent Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent Company and any Restricted the Subsidiary Guarantors may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of thereof the proceeds thereof), the Fixed Charge Consolidated Coverage Ratio for the Parent Company and its Restricted Subsidiaries would have been is at least 2.0 2.00 to 1.0. (b) 1.00. The first paragraph of this Section 4.01(a) 3.2 will not prohibit the Incurrence of the following Indebtedness: (1) Indebtedness of the Company, any Subsidiary Guarantor or any Restricted Subsidiary that is a Foreign Subsidiary Incurred pursuant to a Credit Facility in an aggregate amount up to the greater of (“Permitted Debt”):a) $110.0 million and (b) the Borrowing Base; (2) Guarantees by (x) the Company or its Subsidiary Guarantors of Indebtedness Incurred by the Company or a Restricted Subsidiary in accordance with the provisions of this Indenture, provided that in the event such Indebtedness that is being Guaranteed is a Subordinated Obligation or a Guarantor Subordinated Obligation, then the related Guarantee shall be subordinated in right of payment to the Securities or the Subsidiary Guarantee, as the case may be, and (y) Non-Guarantor Restricted Subsidiaries of Indebtedness Incurred by Non-Guarantor Restricted Subsidiaries in accordance with the provisions of this Indenture; (3) Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Company or any other Restricted Subsidiary; provided, however, (a) if the Company is the obligor on such Indebtedness and a Subsidiary Guarantor is not the obligee, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Securities; (b) if a Subsidiary Guarantor is the obligor on such Indebtedness and the Company or a Subsidiary Guarantor is not the obligee, such Indebtedness is expressly subordinated in right of payment to the Subsidiary Guarantees of such Subsidiary Guarantor; and (i) any subsequent issuance or transfer of Capital Stock or any other event that results in any such Indebtedness being beneficially held by a Person other than the Company or a Restricted Subsidiary of the Company; and (ii) any sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary of the Company shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Subsidiary, as the case may be. (4) Indebtedness represented by (a) the Securities issued on the Issue Date, the Subsidiary Guarantees and the related Exchange Securities and exchange guarantees issued pursuant to the Registration Rights Agreement, (b) any Indebtedness (other than the Indebtedness described in clauses (1) or (4)(a)) outstanding on the Issue Date and (c) any Refinancing Indebtedness Incurred pursuant to any Credit Facility (including in respect of letters Indebtedness described in the first paragraph of credit this Section 3.2 or bankers’ acceptances issued or created thereunderany of clauses (4), (5) and (7); (5) Indebtedness of a Restricted Subsidiary Incurred and outstanding on the date on which such Restricted Subsidiary was acquired by, or merged into, the Company or any Refinancing Indebtedness in respect thereof and Guarantees in respect of Restricted Subsidiary (whether or not such Indebtedness was Incurred (a) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company or (b) otherwise in a maximum aggregate principal amount connection with, or in contemplation of, such acquisition); provided, however, that at any the time outstanding not such Restricted Subsidiary is acquired by the Company, the Company would have been able to exceed Incur $1.00 of additional Indebtedness pursuant to the greater first paragraph of (A) $200.0 million and (B) an amount such that this Section 3.2 after giving pro forma effect to the Incurrence of such Indebtedness pursuant to this clause (5); (6) Indebtedness under Hedging Obligations that are Incurred in the ordinary course of business (and not for speculative purposes) and Obligations in connection with cash management and related banking services Incurred in the application ordinary course of business; (7) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations Incurred pursuant to this clause (7), and Attributable Indebtedness, in an aggregate principal amount (including all Refinancing Indebtedness Incurred to refund, defease, renew, extend, refinance or replace any Indebtedness Incurred pursuant to this clause (7)) not to exceed $15.0 million at any time outstanding, plus an amount equal to the aggregate of all Attributable Indebtedness Incurred in connection with any Sale/Leaseback Transaction with respect to Libbey Glass’s distribution center located in Laredo, Texas and any Sale/Leaseback Transaction to enable the construction and leaseback of office and related space on land located within the Monterrey, Mexico manufacturing complex owned and operated by a Restricted Subsidiary of Libbey Glass; (8) Indebtedness Incurred in respect of workers’ compensation claims, self-insurance obligations, letters of credit, performance, surety and similar bonds, warranties, indemnities and completion guarantees provided by the Company or a Restricted Subsidiary in the ordinary course of business; (9) Indebtedness arising from agreements of the use Company or a Restricted Subsidiary providing for customary guarantees, indemnification, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the disposition of any business, assets or Capital Stock of a Restricted Subsidiary, provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds therefrom on such date, actually received by the Consolidated Senior Secured Net Leverage Ratio of the Parent Company and its Restricted Subsidiaries in connection with such disposition; (10) Indebtedness represented by earnout provisions, contingent payments in respect of purchase price or adjustment of purchase price or similar obligations in acquisition agreements; provided that this clause (10) shall not extend to Indebtedness Incurred to finance an earnout or any such obligations or other component of such Investment; (11) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within five business days of Incurrence; (12) Indebtedness Incurred by Foreign Subsidiaries that are not Subsidiary Guarantors (other than Libbey Glassware (China) Co., Ltd. or a Restricted Subsidiary that is a Foreign Subsidiary organized under the laws of the People’s Republic of China) in an aggregate principal amount, together with all other Indebtedness (including Refinancing Indebtedness) Incurred pursuant to this clause (12), not to exceed at any time outstanding the greater of (x) $45.0 million and (y) 10% of Foreign Assets (determined as of the end of the most recent fiscal quarter immediately preceding the date of such Incurrence); (13) Indebtedness of Libbey Glassware (China) Co., Ltd. or a Restricted Subsidiary that is a Foreign Subsidiary organized under the laws of the People’s Republic of China Incurred pursuant to a Credit Facility in an aggregate principal amount, together with all other Indebtedness Incurred pursuant to this clause (13), not to exceed $50.0 million at any time outstanding, and any Guarantee of such Indebtedness issued by the Company; and (14) in addition to the items referred to in clauses (1) through (13) above, Indebtedness of the Company or any of its Restricted Subsidiaries in an aggregate principal amount, together with all other Indebtedness Incurred pursuant to this clause (14), not to exceed $25.0 million at any time outstanding. For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this Section 3.2: (1) subject to clause (2) below, in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in the first and second paragraphs of this Section 3.2, the Company, in its sole discretion, will classify such item of Indebtedness on the date of Incurrence and, may later classify such item of Indebtedness in any manner that complies with this Section 3.2 and only be required to include the amount and type of such Indebtedness in one of such clauses; (2) all Indebtedness outstanding on the Issue Date under the Senior Secured Credit Agreement shall be deemed Incurred on the Issue Date under clause (1) of the second paragraph of this Section 3.2; (3) Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included; (4) if obligations in respect of letters of credit are Incurred pursuant to a Credit Facility and are being treated as Incurred pursuant to clause (1) of the second paragraph above and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included; (5) the principal amount of any Disqualified Stock of the Company or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (6) Indebtedness permitted by this Section 3.2 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 3.2 permitting such Indebtedness; (7) the principal amount of any Indebtedness outstanding in connection with a securitization transaction is the amount of obligations outstanding under the legal documents entered into as part of such securitization that would be characterized as principal on any date of determination if such securitization transaction were structured as a secured lending transaction; and (8) the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP. Accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Indebtedness and the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock will not exceed 1.00 be deemed to 1.00; plus be an Incurrence of Indebtedness for purposes of this Section 3.2. The amount of any Indebtedness outstanding as of any date shall be (i) the accreted value thereof in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) issued with original issue discount or any portion thereof, the aggregate principal amount of fees, underwriting discounts, premiums and other costs and expenses incurred outstanding in connection with such refinancing; provided that for purposes of determining the amount case of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; issued with interest payable-in-kind and (ii) A. Guarantees by the Parent principal amount or liquidation preference thereof, in the case of any Restricted other Indebtedness. In addition, the Company will not permit any of its Unrestricted Subsidiaries to Incur any Indebtedness or issue any shares of Disqualified Stock, other than Non Recourse Debt. If at any time an Unrestricted Subsidiary of Indebtedness of the Parent or any becomes a Restricted Subsidiary, so long any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date (and, if the Incurrence of such Indebtedness is permitted as of such date violates this Section 3.2, the Company shall be in Default of this Section 3.2). For purposes of determining compliance with any U.S. dollar denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that the U.S. dollar-equivalent principal amount of Indebtedness of Libbey Glassware (China) Co., Ltd. under the terms Credit Facility to which it is a party as of the Issue Date shall be calculated based on the relevant currency exchange rate in effect on the date first committed; and provided further that if any such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this Indenture; orSection 3.2, the maximum amount of Indebtedness that the Company may Incur pursuant to this Section 3.2 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

Limitation on Indebtedness. (a) The Parent will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, Incur Incur, directly or indirectly, any Indebtedness (including Acquired Indebtedness); providedPROVIDED, howeverHOWEVER, that the Parent Company and any Restricted the Subsidiary may Guarantors shall be entitled to Incur Indebtedness (including Acquired Indebtedness) if if, on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of on a PRO FORMA basis, no Default has occurred and is continuing and the proceeds thereof), the Fixed Charge Consolidated Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least exceeds 2.0 to 1.0. (b) Section 4.01(a) will not prohibit Notwithstanding the Incurrence foregoing paragraph (a), the Company and the Restricted Subsidiaries shall be entitled to Incur any or all of the following Indebtedness (“Permitted Debt”):Indebtedness: (i1) Indebtedness Incurred by the Company and the Subsidiary Guarantors pursuant to any Revolving Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder)Facility; PROVIDED, and HOWEVER, that, immediately after giving effect to any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum Incurrence, the aggregate principal amount at any time of all Indebtedness Incurred under this clause (1) and then outstanding does not to exceed the greater of (Ai) $200.0 175 million and (Bii) an amount such that 60% of the book value of the inventory of the Company and its Restricted Subsidiaries; (2) Indebtedness Incurred by the Company and the Subsidiary Guarantors pursuant to any Term Loan Facility; PROVIDED, HOWEVER, that, after giving pro forma effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this clause (2) and then outstanding does not exceed $250 million less the aggregate sum of all principal payments actually made from time to time after the Issue Date with respect to such Indebtedness (other than principal payments made from Refinancings thereof that are treated as Indebtedness Incurred pursuant to this clause (2)); (3) Indebtedness owed to and held by the Company or a Restricted Subsidiary; PROVIDED, HOWEVER, that (A) any subsequent issuance or transfer of any Capital Stock which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon and (B) if the application of Company is the use of proceeds therefrom obligor on such dateIndebtedness, such Indebtedness is expressly subordinated to the Consolidated Senior Secured Net Leverage Ratio prior payment in full in cash of all Obligations with respect to the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage RatioSecurities; (ii4) A. Guarantees by the Parent Securities (other than any Additional Securities); (5) Indebtedness outstanding on the Issue Date (other than Indebtedness described in clause (1), (2), (3) or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence of such Indebtedness is permitted under the terms (4) of this Indenture; orSection 4.03(b));

Limitation on Indebtedness. (a) The Parent will Borrower shall not, throughout the term of this Agreement and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries would until all Obligations have been at least 2.0 to 1.0. (b) Section 4.01(a) will not prohibit the Incurrence of the following Indebtedness (“Permitted Debt”): paid and performed in full, incur any Indebtedness, except for (i) Indebtedness Incurred pursuant to any Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder)TBCC, and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed the greater of (A) $200.0 million and (B) an amount such that after giving pro forma effect to the Incurrence of such Indebtedness and the application of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees trade payables incurred in the ordinary course of business, (iii) indebtedness which is subordinated to the Obligations pursuant to a written subordination agreement between TBCC and the subordinating creditor acceptable to TBCC, * (iv) Indebtedness which is outstanding on the date hereof, ** and (v) Indebtedness secured by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted SubsidiaryPermitted Liens. * OR PURSUANT TO THE TERMS OF AN AGREEMENT BETWEEN SUCH SUBORDINATING CREDITOR AND BORROWER WHICH PROVIDE THAT SUCH INDEBTEDNESS IS SUBORDINATED TO THE OBLIGATIONS UPON TERMS ACCEPTABLE TO TBCC, so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; orINCLUDING UP TO $11,000,000 IN INDEBTEDNESS WHICH MAY BE INCURRED PURSUANT TO THE TERMS OF THE DEBENTURES OR ADDITIONAL DEBENTURES SUBSTANTIALLY SIMILAR TO THE DEBENTURES, AS DETERMINED BY TBCC IN ITS SOLE DISCRETION (IN ADDITION TO THE $5,000,000 IN OUTSTANDING INDEBTEDNESS OWING AS OF THE DATE OF THIS AGREEMENT), PROVIDED THAT SUCH ADDITIONAL $11,000,000 IN INDEBTEDNESS IS SUBJECT TO (I) THE SAME SUBORDINATION PROVISIONS AS SET FORTH IN THE DEBENTURES, OR (II) SUBORDINATION PROVISIONS MORE FAVORABLE TO TBCC, AS DETERMINED BY TBCC IN ITS SOLE DISCRETION, ** INCLUDING THE $5,000,000 IN INDEBTEDNESS EVIDENCED BY, AND SUBJECT TO THE SUBORDINATION PROVISIONS OF, THE DEBENTURES,

Limitation on Indebtedness. (a) The Parent Company will not, and will not cause or permit any of its Restricted Subsidiaries to, Incur create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise incur, contingently or otherwise (collectively, "incur"), any Indebtedness (including any Acquired Indebtedness); provided, however, that unless such Indebtedness is incurred by the Parent and Company or any Guarantor or constitutes Acquired Indebtedness of a Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof)and, in each case, the Company's Consolidated Fixed Charge Coverage Ratio for the Parent and its most recent four full fiscal quarters for which financial statements are available immediately preceding the incurrence of such Indebtedness taken as one period is at least equal to or greater than 2.0:1. Notwithstanding the foregoing, the Company and, to the extent specifically set forth below, the Restricted Subsidiaries would have been at least 2.0 to 1.0. (b) Section 4.01(a) will not prohibit the Incurrence may incur each and all of the following Indebtedness (“collectively, the "Permitted Debt”Indebtedness"): (i) Indebtedness Incurred pursuant to of the Company or any Guarantor (and/or guarantees thereof by Restricted Subsidiaries of the Company) under the Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum an aggregate principal amount at any one time outstanding not to exceed the greater of (Aa) $200.0 million 365,000,000 under any term, revolving or swingline credit facility thereunder or in respect of letters of credit thereunder minus (x) the amount by which any commitments or term loans thereunder are permanently reduced and (B) an amount such that after giving pro forma effect minus, to the Incurrence extent not subtracted by clause (x), (y) the aggregate amount of Net Cash Proceeds of Asset Sales applied to permanently reduce the loans or commitments with respect to such Indebtedness pursuant to Section 1012 herein or (b) the amount of the Borrowing Base as of the date of such incurrence; (ii) Indebtedness of the Company pursuant to the Securities (excluding any Additional Securities) and Indebtedness of any Guarantor pursuant to a Guarantee of the Securities and any Series B Securities issued in exchange for the Series A Securities pursuant to the Registration Rights Agreement; (iii) Indebtedness of the Company or any Restricted Subsidiary outstanding on the date of the Indenture, listed on Schedule I hereto and not otherwise referred to in this definition of "Permitted Indebtedness;" (iv) Indebtedness of the Company owing to a Restricted Subsidiary; provided that any Indebtedness of the Company owing to a Restricted Subsidiary that is not (v) Indebtedness of a Wholly Owned Restricted Subsidiary owing to the Company or another Wholly Owned Restricted Subsidiary; provided that any such Indebtedness is made pursuant to an intercompany note in the form attached to this Indenture as Annex A; provided, further, that (a) any disposition, pledge (other than a Lien securing the Credit Facility) or transfer of any such Indebtedness to a Person (other than a disposition, pledge or transfer to the Company or a Wholly Owned Restricted Subsidiary) shall be deemed to be an incurrence of such Indebtedness by the obligor not permitted by this clause (v), and (b) any transaction pursuant to which any Wholly Owned Restricted Subsidiary, which has Indebtedness owing to the application Company or any other Wholly Owned Restricted Subsidiary, ceases to be a Wholly Owned Restricted Subsidiary shall be deemed to be the incurrence of Indebtedness by such Wholly Owned Restricted Subsidiary that is not permitted by this clause (v); (vi) guarantees of any Restricted Subsidiary of Indebtedness of the use Company or any of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would which is permitted to be incurred under this Indenture, provided that such guarantees are made in accordance with Section 1013 herein; (vii) obligations of the Company or any Guarantor entered into in the ordinary course of business (a) pursuant to Interest Rate Agreements designed to protect the Company or any Restricted Subsidiary against fluctuations in interest rates in respect of Indebtedness of the Company or any Restricted Subsidiary as long as such obligations do not exceed 1.00 the aggregate principal amount of such Indebtedness then outstanding, (b) under any Currency Hedging Agreements, relating to 1.00(i) Indebtedness of the Company or any Restricted Subsidiary and/or (ii) obligations to purchase or sell inventory or other assets or properties, in each case, incurred in the ordinary course of business of the Company or any Restricted Subsidiary; provided, however, that such Currency Hedging Agreements do not increase the Indebtedness or other obligations of the Company or any Restricted Subsidiary outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder or (c) under any Commodity Price Protection Agreements which do not increase the amount of Indebtedness or other obligations of the Company or any Restricted Subsidiary outstanding other than as a result of fluctuations in commodity prices or by reason of fees, indemnities and compensation payable thereunder; (viii) Indebtedness of the Company or any Guarantor represented by Capital Lease Obligations or Purchase Money Obligations or other Indebtedness incurred or assumed in connection with the acquisition or development of real or personal, movable or immovable, property, in each case, incurred for the purpose of financing or refinancing all or any part of the purchase price or cost of construction or improvement of property used in the business of the Company, in an aggregate principal amount pursuant to this clause (viii) not to exceed 10% of the Consolidated Net Tangible Assets of the Company outstanding at the time any such Indebtedness is incurred; provided that the principal amount of any Indebtedness permitted under this clause (viii) did not in each case at the time of incurrence exceed the Fair Market Value, as determined by the Company in good faith, of the acquired or constructed asset or improvement so financed; (ix) any renewals, extensions, substitutions, refundings, refinancings or replacements (collectively, a "refinancing") of any Indebtedness described in clauses (ii) and (iii) of this definition of "Permitted Indebtedness," including any successive refinancings so long as the borrower under such refinancing is the Company or, if not the Company, the same as the borrower of the Indebtedness being refinanced and the aggregate principal amount of Indebtedness represented thereby (or if such Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof, the original issue price of such Indebtedness plus any accreted value attributable thereto since the original issuance of such Indebtedness) is not increased by such refinancing plus the lesser of (I) the stated amount of any premium or other payment required to be paid in connection with such a refinancing pursuant to the terms of the Indebtedness being refinanced or (II) the amount of premium or other payment actually paid at such time to refinance the Indebtedness, plus, in either case, the amount of expenses of the Company incurred in connection with such refinancing and (A) in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i)is Subordinated Indebtedness, all such new Indebtedness Incurred under this Section 4.01(b)(iis made subordinated to the Securities at least to the same extent as the Indebtedness being refinanced and (B) shall be included in the amount case of Consolidated Senior Secured Net Leverage used in Pari Passu Indebtedness or Subordinated Indebtedness, as the calculation case may be, such refinancing does not reduce the Average Life to Stated Maturity or the Stated Maturity of the Consolidated Senior Secured Net Leverage Ratio;such Indebtedness; and (iix) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent Company or any Restricted SubsidiaryGuarantor in addition to that described in clauses (i) through (ix) above, and any renewals, extensions, substitutions, refinancings or replacements of such Indebtedness, so long as the Incurrence aggregate principal amount of all such Indebtedness shall not exceed $25,000,000 outstanding at any one time in the aggregate. For purposes of determining compliance with this Section 1008, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this covenant, the Company in its sole discretion shall classify or reclassify such item of Indebtedness and only be required to include the amount of such Indebtedness as one of such types. Indebtedness permitted by this Section 1008 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness. Accrual of interest, accretion or amortization of original issue discount and the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on any Redeemable Capital Stock or Preferred Stock in the form of additional shares of the same class of Redeemable Capital Stock or Preferred Stock will not be deemed to be an incurrence of Indebtedness for purposes of this Section 1008; provided, in each such case, that the amount thereof as accrued is permitted included in the Consolidated Fixed Charge Coverage Ratio of the Company. Notwithstanding the foregoing, if the Credit Facility's revolving credit facility or another revolving credit facility is increased or established, as the case may be, in compliance with the limitation described in the first paragraph of this Section 1008, then all subsequent borrowings under such revolving facility, as increased or established, shall be deemed permissible under the terms limitation described in the first paragraph of this Indenture; orSection 1008.

Limitation on Indebtedness. (a) The Parent Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent Company and any Restricted Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and if, after giving pro forma effect thereto (including pro forma application of the proceeds thereof), “Coverage Ratio Exception”): (1) the Fixed Charge Consolidated Coverage Ratio for the Parent Company and its Restricted Subsidiaries would have been is at least 2.0 2.00 to 1.0.1.00; and (b2) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of Incurring the Indebtedness or transactions relating to such Incurrence. The first paragraph of this Section 4.01(a) 4.10 will not prohibit the Incurrence of the following Indebtedness (“Permitted DebtIndebtedness”): (i1) Indebtedness of the Company or any Restricted Subsidiary Incurred pursuant to any the Senior Credit Facility Facilities (including in respect of with letters of credit being deemed to have a principal amount equal to the maximum potential liability thereunder to the Company and its Restricted Subsidiaries) or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness a Qualified Receivables Transaction in respect thereof and Guarantees in respect of such Indebtedness in a maximum an aggregate principal amount Incurred pursuant to this clause (1) at any time outstanding not to exceed $3,450.0 million, less the aggregate principal amount of all principal repayments with the proceeds from Asset Dispositions utilized in accordance with clause (3)(a) of the first paragraph of Section 4.15 that permanently reduce the commitments thereunder; (2) Guarantees by the Company or any Subsidiary Guarantor of Indebtedness Incurred in accordance with the provisions of this Indenture or Guarantees by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary Incurred in accordance with the provisions of this Indenture; provided that in the event such Indebtedness that is being Guaranteed by the Company or a Subsidiary Guarantor is a Subordinated Obligation or a Guarantor Subordinated Obligation relative to the Note Guarantees, then the related Guarantee shall be subordinated in right of payment to the Notes or a Note Guarantee; (3) Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Company or any other Restricted Subsidiary; provided, however, (i) any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than the Company or a Restricted Subsidiary of the Company; and (ii) any sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary of the Company; shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Subsidiary, as the case may be, not permitted by this clause (3); (4) Indebtedness represented by (a) the Notes issued on the Issue Date, the Note Guarantees and the related exchange notes and exchange guarantees issued in a registered exchange offer pursuant to the Registration Rights Agreement, the Senior Subordinated Notes issued on the Issue Date, the Senior Subordinated Note Guarantees and the related exchange notes and exchange guarantees issued in a registered exchange offer pursuant to the Senior Subordinated Registration Rights Agreement, and (b) any Indebtedness (other than the Indebtedness described in clauses (1), (2), (3), (5), (7), (8), (9) and (10)) outstanding on the Issue Date; (5) Indebtedness under Hedging Obligations that are Incurred in the ordinary course of business (and not for speculative purposes) (1) for the purpose of fixing or hedging interest rate risk with respect to any Indebtedness Incurred without violation of this Indenture, provided that the notional principal amount of such Hedging Obligations at the time Incurred does not exceed the principal amount of the Indebtedness to which such Hedging Obligations relate; or (2) for the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges, provided that the underlying Currency Agreements with respect to such Hedging Obligations do not increase the Indebtedness of the Company and its Restricted Subsidiaries outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder; (6) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness with respect to assets other than Capital Stock or other Investments, in each case to the extent Incurred for the purpose of financing or refinancing all or any part of the purchase price or cost of acquisition, construction or improvements of property used in the business of the Company or such Restricted Subsidiary, in an aggregate principal amount not to exceed at any time outstanding the greater of (Aa) $200.0 150.0 million and (Bb) 5% of Total Tangible Assets at that time; (7) Indebtedness Incurred in respect of workers’ compensation claims, self-retention or self-insurance obligations, unemployment insurance, performance, release, appeal, surety and similar bonds and related reimbursement obligations and completion guarantees or similar instruments provided or Incurred by the Company or a Restricted Subsidiary in the ordinary course of business and obligations in connection with participation in government reimbursement or other programs or other similar requirements (in each case, other than for an obligation for money borrowed); (8) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, contribution, earnout, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the acquisition or disposition of any business, assets or Capital Stock of a Restricted Subsidiary; provided that any amount of such obligations included on the face of the balance sheet of the Company or any Restricted Subsidiary shall not be permitted under this clause (8); (9) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, however, that after giving pro forma effect such Indebtedness is extinguished within five Business Days of Incurrence; (10) shares of Preferred Stock of a Restricted Subsidiary issued to the Incurrence Company or another Restricted Subsidiary; provided that any subsequent transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of Preferred Stock; (11) Indebtedness of the Company to the extent the net proceeds thereof are promptly deposited to defease the Notes as described below under “Defeasance” or, to the extent otherwise permitted by this Indenture, to defease the Senior Subordinated Notes in accordance with the defeasance provisions of the Senior Subordinated Indenture and the other conditions thereunder have been satisfied in full; (12) Refinancing Indebtedness with respect to Indebtedness Incurred pursuant to the Coverage Ratio Exception or clause (4) above or this clause (12); (13) Guarantees given by the Company or any Restricted Subsidiary in respect of any Special Purpose Licensed Entity which obligations, when aggregated with the aggregate amount of all Investments made under clause (12) of the definition of “Permitted Investment,” do not exceed $100.0 million at any time outstanding; (14) Acquired Indebtedness Incurred by the debtor thereof prior to the time that the debtor thereunder was acquired by or merged into the Company or any of its Subsidiaries, or prior to the time that the related asset or property was acquired by the Company or any of its Subsidiaries, and was not Incurred in connection with, or in anticipation or contemplation of, such acquisition or merger, and Refinancing Indebtedness thereof, in an aggregate amount not to exceed $150.0 million at any time outstanding; (15) Indebtedness Incurred in connection with any Sale/Leaseback Transaction; provided that the aggregate outstanding amount of all such Indebtedness and does not exceed $40.0 million at any time outstanding; (16) Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors in an aggregate amount not to exceed $50.0 million at any time outstanding; and (17) in addition to the application items referred to in clauses (1) through (16) above, Indebtedness of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent Company and its Restricted Subsidiaries would in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (17) and then outstanding (including any renewals, extensions, substitutions, refinancings or replacements of such Indebtedness), will not exceed 1.00 $200.0 million at any time outstanding. For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to 1.00and in compliance with, this Section 4.10: (1) subject to clause (2) below, in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in the first and second paragraphs of this Section 4.10, the Company, in its sole discretion, will be permitted to classify such item of Indebtedness on the date of Incurrence, or later reclassify all or a portion of such item of Indebtedness in any manner that complies with this Section 4.10, and only be required to include the amount and type of such Indebtedness in one of such clauses; (2) (x) all Indebtedness Incurred or outstanding under the Senior Credit Facilities on the date of this Indenture or at the time of the closing of the Acquisition and (y) all other Indebtedness Incurred to finance the Acquisition (or otherwise Incurred in connection with the Acquisition, or in anticipation or contemplation thereof), whether Incurred under the Senior Credit Facilities or otherwise, shall be deemed Incurred under the Senior Credit Facilities on the Issue Date under clause (1) of “Permitted Indebtedness” and not the Coverage Ratio Exception or any of the other clauses under “Permitted Indebtedness”; (3) Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included as long as Incurred by a Person that could have Incurred such Indebtedness; (4) if obligations in respect of letters of credit are Incurred pursuant to the Senior Credit Facilities and are being treated as Incurred pursuant to the first or second paragraph above and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included; (5) the principal amount of any Disqualified Stock of the Company or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor, will be equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price (not including, in either case, any redemption or repurchase premium); (6) Indebtedness permitted by this Section 4.10 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.10 permitting such Indebtedness; (7) the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP; (8) the principal amount of any Indebtedness outstanding in connection with a Qualified Receivables Transaction is the Receivables Transaction Amount relating to such Qualified Receivables Transaction (which amount shall not include dispositions of self-pay receivables in the ordinary course of business, which the Company or any of its Restricted Subsidiaries believes in good faith cannot be paid in full); plus and (9) for purposes of clarity, except as set forth in clause (2) above, Indebtedness may be Incurred under the Senior Credit Facilities pursuant to the Coverage Ratio Exception and clauses (1), (2) (with respect to Guarantees) and (17) of the definition of “Permitted Indebtedness” so long as the borrowing thereunder is permitted to be Incurred pursuant to those provisions. Accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Indebtedness and the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock will not be deemed to be an Incurrence of Indebtedness for purposes of this Section 4.10. The amount of any Indebtedness outstanding as of any date shall be (i) the accreted value thereof in the case of any refinancing Indebtedness issued with original issue discount and (ii) the principal amount or the greater of the voluntary or involuntary liquidation preference and the maximum fixed repurchase price thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness. In addition, the Company will not permit any of its Unrestricted Subsidiaries to Incur any Indebtedness or issue any shares of Disqualified Stock, other than Non-Recourse Debt. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this Section 4.01(b)(i) or any portion thereof4.10, the aggregate Company shall be in Default of this Section 4.10). For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of feesIndebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, underwriting discountsin the case of term Indebtedness, premiums and other costs and expenses incurred or first committed, in connection with such refinancingthe case of revolving credit Indebtedness; provided that for purposes if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of determining such refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this Section 4.10, the maximum amount of Indebtedness that the Company and its Restricted Subsidiaries may be Incurred under Incur pursuant to this Section 4.01(b)(i), all 4.10 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred under this Section 4.01(b)(i) to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be included calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence date of such Indebtedness is permitted under the terms of this Indenture; orrefinancing.

Limitation on Indebtedness. (a) The Parent Company will not, and will not permit any of its Restricted Subsidiaries to, Incur directly or indirectly, incur (as defined) any Indebtedness (including Acquired Indebtedness)and the Company will not issue any Disqualified Capital Stock and will not permit its Restricted Subsidiaries to issue any Preferred Stock except Preferred Stock of a Restricted Subsidiary issued to, and as long as it is held by, the Company or a Wholly-Owned Restricted Subsidiary of the Company; provided, however, that if no Default or Event of Default has occurred and is continuing, the Parent Company or any Restricted Subsidiary may incur Indebtedness, including Acquired Indebtedness, the Company may issue Disqualified Capital Stock and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) if on issue Preferred Stock, if, in any case, at the date time of such Incurrence and immediately after giving pro forma effect thereto (including pro forma application to such incurrence of such Indebtedness or the issuance of such Disqualified Capital Stock or Preferred Stock, as the case may be, and the use of proceeds thereof)therefrom, the Consolidated Fixed Charge Coverage Ratio for of the Parent Company and its Restricted Subsidiaries would have been at least is greater than 2.0 to 1.0. (b) Section 4.01(a) . The foregoing paragraph will not prohibit the Incurrence incurrence of any of the following items of Indebtedness (collectively, “Permitted DebtIndebtedness”): (i1) Indebtedness Incurred under the Initial Securities (but not including any other Additional Securities) and any related Exchange Securities, and Permitted Refinancings thereof; (2) Indebtedness incurred pursuant to any a credit facility, including the Senior Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder)Facility, and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum provided that the aggregate principal amount at any time outstanding not to exceed the greater of (A) $200.0 million and (B) an amount such that after giving pro forma effect to the Incurrence of such Indebtedness and the application of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would does not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof$370.0 million, less the aggregate principal amount of fees, underwriting discounts, premiums and other costs and expenses incurred all principal repayments with the proceeds from Asset Sales utilized in connection accordance with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i4.06(a), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii3) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; orExisting Indebtedness;

Limitation on Indebtedness. (a) The Parent will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, Incur Incur, directly or indirectly, any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent Company and any Restricted the Subsidiary may Guarantors shall be entitled to Incur Indebtedness (including Acquired Indebtedness) if if, on the date of such Incurrence and after giving pro forma effect thereto on a proforma basis, the Consolidated Leverage Ratio would be less than 4.0 to 1. (including pro forma application of a) Notwithstanding the proceeds thereofforegoing paragraph (a), the Fixed Charge Coverage Ratio for Company and the Parent and its Restricted Subsidiaries would have been at least 2.0 shall be entitled to 1.0.Incur any or all of the following Indebtedness: (b1) Section 4.01(aIndebtedness owed to and held by the Company or a Wholly Owned Subsidiary; provided, however, that (A) will not prohibit any subsequent issuance or transfer of any Capital Stock which results in any such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or a Wholly Owned Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the following obligor thereon, (B) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Securities, and (“Permitted Debt”):C) if a Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations of such obligor with respect to its Subsidiary Guaranty; (i2) the Securities (other than any Additional Securities); (3) Indebtedness outstanding on the Issue Date (other than Indebtedness described in clause (1) or (2) of this Section 4.03(b)); (4) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to Section 4.03(a) or pursuant to clause (2) or (3) of this Section 4.03(b) or this clause (4); (5) Hedging Obligations consisting of (x) Interest Rate Agreements directly related to Indebtedness permitted to be Incurred by the Company and the Restricted Subsidiaries pursuant to this Indenture; or (y) Hedging Obligations relating to Currency Agreements provided such Currency Agreements are entered into for bona fide hedging purposes of the Company or any Credit Facility Restricted Subsidiary and not for the purpose of speculation; (including 6) Obligations in respect of performance, bid and surety bonds and completion guarantees provided by the Company or any Restricted Subsidiary in the ordinary course of business, including guarantees or obligations of the Company or any Restricted Subsidiary with respect to letters of credit and/or fianzas supporting such bid, performance or bankers’ acceptances issued surety obligations; (7) Indebtedness arising from the honoring by a bank or created thereunder)other financial institution of a check, and any Refinancing Indebtedness draft or similar instrument drawn against insufficient funds in respect thereof and Guarantees in respect the ordinary course of business; provided, however, that such Indebtedness is extinguished within two Business Days of its Incurrence; (8) Purchase Money Obligations and Capital Lease Obligations, in a maximum an aggregate principal amount at any time outstanding not exceeding an amount equal to exceed 10% of the greater Consolidated Total Assets at any time outstanding; (9) Indebtedness consisting of the Subsidiary Guaranty of a Subsidiary Guarantor and any Guarantee by a Subsidiary Guarantor of Indebtedness Incurred pursuant to paragraph (Aa) $200.0 million of this Section 4.03 or pursuant to clause (1), (2), (3) above or pursuant to clause (4) above to the extent the Refinancing Indebtedness Incurred thereunder directly or indirectly Refinances Indebtedness Incurred pursuant to paragraph (a) or pursuant to clause (2) or (3); (10) indemnification, adjustment of purchase price, earn-out or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets of the Company or any Restricted Subsidiary or Capital Stock of a Restricted Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests for the purposes of financing or in contemplation of any such acquisition; provided that (a) any amount of such obligations included on the face of the balance sheet of the Company or any Restricted Subsidiary shall not be permitted under this clause (10) and (Bb) an amount such that after giving pro forma effect to the Incurrence of such Indebtedness and the application of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing a disposition, the maximum aggregate liability in respect of any Indebtedness permitted all such obligations outstanding under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; orclause

Limitation on Indebtedness. (a) The Parent will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, Incur Incur, directly or indirectly, any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent and Company or any Restricted Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma and the application of the proceeds thereof), therefrom the Fixed Charge Consolidated Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 to 1.0be greater than 2.0:1. (b) Section 4.01(a) will not prohibit Notwithstanding the Incurrence of foregoing paragraph (a), the Company and its Restricted Subsidiaries may Incur the following Indebtedness (“Permitted Debt”):Indebtedness: (i1) Indebtedness Incurred pursuant to any Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Bank Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum an aggregate principal amount at any time outstanding not to exceed the greater of (A) $200.0 million 2,700,000,000, less the aggregate amount of all prepayments of principal applied to permanently reduce any such Indebtedness in satisfaction of the Company's obligations under Section 4.06 and (B) an the sum of (i) 60% of the book value of the inventory of the Company and its Restricted Subsidiaries plus (ii) 80% of the book value of the accounts receivable of the Company and its Restricted Subsidiaries (other than any accounts receivable pledged, sold or otherwise transferred or encumbered by the Company or any Restricted Subsidiary in connection with a Qualified Receivables Transaction), in each case, as of the end of the most recent fiscal quarter for which financial statements have been filed with the SEC; provided, however, that the amount of -------- ------- Indebtedness that may be Incurred pursuant to this clause (1) shall be reduced by any amount of Indebtedness Incurred and then outstanding pursuant to the election provision of clause (10)(A)(ii) below; (2) Indebtedness of the Company owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Company or any Restricted Subsidiary; provided, however, that any subsequent event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the issuer thereof; (3) Indebtedness (A) represented by the Securities issued on the Closing Date (not including any Additional Securities) and the Subsidiary Guarantees, (B) outstanding on the Closing Date (other than the Indebtedness described in clauses (1) and (2) and (3)(A) above), and (C) consisting of Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause (3) (including Indebtedness that is Refinancing Indebtedness) or the foregoing paragraph (a); (A) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by the Company or a Restricted Subsidiary (other than Indebtedness Incurred in contemplation of, in connection with, as consideration in, 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 Subsidiary of or was otherwise acquired by the Company); provided, however, that on the date that such Restricted Subsidiary is acquired by the Company, (i) the Company would have been able to Incur $1.00 of additional Indebtedness pursuant to the foregoing paragraph (a) after giving pro forma effect to the Incurrence of such Indebtedness and the application of the use of proceeds therefrom on such date, pursuant to this clause (4) or (ii) the Consolidated Senior Secured Net Leverage Coverage Ratio of the Parent immediately after giving effect to such Incurrence and its acquisition would be greater than such ratio immediately prior to such transaction and (B) Refinancing Indebtedness Incurred by a Restricted Subsidiaries would not exceed 1.00 to 1.00; plus Subsidiary in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount respect of Indebtedness that may be Incurred under by such Restricted Subsidiary pursuant to this Section 4.01(b)(iclause (4), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii5) A. Guarantees Indebtedness (A) in respect of performance bonds, bankers' acceptances, letters of credit and surety or appeal bonds entered into by the Parent Company or any Restricted Subsidiary in the ordinary course of Indebtedness business, and (B) Hedging Obligations entered into in the ordinary course of business to hedge risks with respect to the Parent Company's or any a Restricted Subsidiary's interest rate, so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; orcurrency or raw materials pricing exposure and not entered into for speculative purposes;

Limitation on Indebtedness. (a) The Parent Company will not, and will not cause or permit any of its Restricted Subsidiaries to, Incur create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise incur, contingently or otherwise (collectively, "incur"), any Indebtedness (including any Acquired Indebtedness); provided, however, that unless such Indebtedness is incurred by the Parent and Company or any Guarantor or constitutes Acquired Indebtedness of a Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof)and, in each case, the Company's Consolidated Fixed Charge Coverage Ratio for the Parent and its most recent four full fiscal quarters for which financial statements are available immediately preceding the incurrence of such Indebtedness taken as one period is at least equal to or greater than 2.0:1. Notwithstanding the foregoing, the Company and, to the extent specifically set forth below, the Restricted Subsidiaries would have been at least 2.0 to 1.0. (b) Section 4.01(a) will not prohibit the Incurrence may incur each and all of the following Indebtedness (“collectively, the "Permitted Debt”Indebtedness"): (i) Indebtedness Incurred pursuant to any Credit of the Company and the Guarantors under the Revolving Facility (including any refinancing (as defined below) thereof) in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum an aggregate principal amount at any one time outstanding not to exceed the greater of (Aa) $200.0 75 million or (b) 20% of the Company's Consolidated Tangible Assets, in any case under the Revolving Facility (including any refinancing thereof) or in respect of letters of credit thereunder; (ii) Indebtedness of the Company and the Guarantors under any Inventory Facility. (Biii) an amount such that after giving pro forma effect Indebtedness of the Company pursuant to the Incurrence Securities and Indebtedness of any Guarantor pursuant to a Guarantee of the Securities; (iv) Indebtedness of the Company or any Restricted Subsidiary outstanding on the Issue Date and listed on Schedule I hereto and not otherwise referred to in this definition of Permitted Indebtedness; (v) Indebtedness of the Company owing to a Restricted Subsidiary; provided that any Indebtedness of the Company owing to a Restricted Subsidiary that is not a Guarantor is made pursuant to an intercompany note in the form attached as Annex A to this Indenture and is unsecured and subordinated in right of payment from and after such time as the Securities shall become due and payable (whether at Stated Maturity, acceleration or otherwise) to the payment and performance of the Company's obligations under the Securities; provided, further, that any disposition, pledge or transfer of any such Indebtedness to a Person (other than a disposition, pledge or transfer to a Restricted Subsidiary) shall be deemed to be an incurrence of such Indebtedness by the Company or other obligor not permitted by this clause (v); (vi) Indebtedness of a Wholly Owned Restricted Subsidiary owing to the Company or another Wholly Owned Restricted Subsidiary; provided that any such Indebtedness is made pursuant to an intercompany note in the form attached as Annex A to this Indenture; provided, further, that (a) any disposition, pledge or transfer of any such Indebtedness to a Person (other than a disposition, pledge or transfer to the Company or a Wholly Owned Restricted Subsidiary) shall be deemed to be an incurrence of such Indebtedness by the obligor not permitted by this clause (vi), and (b) any transaction pursuant to which any Wholly Owned Restricted Subsidiary, which has Indebtedness owing to the Company or any other Wholly Owned Restricted Subsidiary, ceases to be a Wholly Owned Restricted Subsidiary shall be deemed to be the incurrence of Indebtedness by such Wholly Owned Restricted Subsidiary that is not permitted by this clause (vi); (vii) guarantees of any Restricted Subsidiary made in accordance with the provisions of Section 1013; (viii) obligations of the Company or any Guarantor entered into in the ordinary course of business (a) pursuant to Interest Rate Agreements designed to protect the Company or any Restricted Subsidiary against fluctuations in interest rates in respect of Indebtedness of the Company or any Restricted Subsidiary as long as such obligations do not exceed the aggregate principal amount of such Indebtedness then outstanding, (b) under any Currency Hedging Agreements, relating to (i) Indebtedness of the Company or any Restricted Subsidiary and/or (ii) obligations to purchase or sell assets or properties, in each case, incurred in the ordinary course of business of the Company or any Restricted Subsidiary; provided, however, that such Currency Hedging Agreements do not increase the Indebtedness or other obligations of the Company or any Restricted Subsidiary outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder or (c) under any Commodity Price Protection Agreements which do not increase the amount of Indebtedness or other obligations of the Company or any Restricted Subsidiary outstanding other than as a result of fluctuations in commodity prices or by reason of fees, indemnities and compensation payable thereunder; (ix) Indebtedness of the Company or any Restricted Subsidiary represented by Capital Lease Obligations or Purchase Money Obligations or other Indebtedness incurred or assumed in connection with the acquisition or development of real or personal, movable or immovable, property in each case incurred for the purpose of financing or refinancing all or any part of the purchase price or cost of construction or improvement of property used in the business of the Company, in an aggregate principal amount pursuant to this clause (ix) not to exceed $20 million outstanding at any time; provided that the principal amount of any Indebtedness permitted under this clause (ix) did not in each case at the time of incurrence exceed the Fair Market Value, as determined by the Board of Directors of the Company in good faith, of the acquired or constructed asset or improvement so financed; (x) obligations arising from agreements by the Company or a Restricted Subsidiary to provide for indemnification, customary purchase price closing adjustments, earn-outs or other similar obligations, in each case, incurred in connection with the acquisition or disposition of any business or assets of a Restricted Subsidiary; (xi) Indebtedness evidenced by letters of credit in the ordinary course of business to support the Company's or any Restricted Subsidiary's insurance or self-insurance obligations for workers' compensation and other similar insurance coverages; (xii) any renewals, extensions, substitutions, refundings, refinancings or replacements (collectively, a "refinancing") of any Indebtedness described in clauses (iii) and (iv) of this definition of "Permitted Indebtedness," including any successive refinancings so long as the borrower under such refinancing is the Company or, if not the Company, the same as the borrower of the Indebtedness being refinanced and the application aggregate principal amount of Indebtedness represented thereby (or if such Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the use of proceeds therefrom on such datematurity thereof, the Consolidated Senior Secured Net Leverage Ratio original issue price of such Indebtedness plus any accreted value attributable thereto since the original issuance of such Indebtedness) does not exceed the initial principal amount of such Indebtedness plus the lesser of (I) the stated amount of any premium or other payment required to be paid in connection with such a refinancing pursuant to the terms of the Parent Indebtedness being refinanced or (II) the amount of premium or other payment actually paid at such time to refinance the Indebtedness, plus, in either case, the amount of expenses of the Company incurred in connection with such refinancing and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus (A) in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i)is Subordinated Indebtedness, all such new Indebtedness Incurred under this Section 4.01(b)(iis made subordinated to the Securities at least to the same extent as the Indebtedness being refinanced and (B) shall be included in the amount case of Consolidated Senior Secured Net Leverage used in Pari Passu Indebtedness or Subordinated Indebtedness, as the calculation case may be, such refinancing does not reduce the Average Life to Stated Maturity or the Stated Maturity of the Consolidated Senior Secured Net Leverage Ratio;such Indebtedness; and (iixiii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent Company and its Restricted Subsidiaries or any Restricted SubsidiaryGuarantor in addition to that described in clauses (i) through (xii) above, and any renewals, extensions, substitutions, refinancings or replacements of such Indebtedness, so long as the Incurrence aggregate principal amount of all such Indebtedness shall not exceed $10 million outstanding at any one time in the aggregate. For purposes of determining compliance with this Section 1008, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this Section 1008, the Company in its sole discretion shall classify such item of Indebtedness and only be required to include the amount of such Indebtedness is permitted under the terms as one of this Indenture; orsuch types.

Limitation on Indebtedness. (a) The Parent Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent Company and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) ), if on the date of such the Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), ) the Fixed Charge Consolidated Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 to 1.02.00:1.00. (b) Section 4.01(a) will not prohibit Notwithstanding the Incurrence of foregoing paragraph (a), the Company and its Restricted Subsidiaries may Incur the following Indebtedness (“Permitted Debt”):Indebtedness: (i) Indebtedness Incurred pursuant to any Credit Facility (including but not limited to in respect of letters of credit or bankers’ acceptances issued or created thereunder) and Indebtedness Incurred other than under any Credit Facility, and (without limiting the foregoing), and in each case, any Refinancing Indebtedness in respect thereof, in a maximum principal amount at any time outstanding not exceeding in the aggregate the amount equal to (A) $1,400.0 million, plus (B) the greater of (x) $600.0 million and (y) an amount equal to (1) the Borrowing Base less (2) the aggregate principal amount of Indebtedness Incurred by Special Purpose Subsidiaries that are Domestic Subsidiaries and then outstanding pursuant to clause (ix) of this paragraph (b), plus (C) in the event of any refinancing of any such Indebtedness, the aggregate amount of interest and fees, underwriting discounts, premiums, defeasance costs and other costs and expenses incurred in connection with such refinancing; (ii) Indebtedness (A) of any Restricted Subsidiary to the Company or (B) of the Company or any Restricted Subsidiary to any Restricted Subsidiary; provided, that any subsequent issuance or transfer of any Capital Stock of such Restricted Subsidiary to which such Indebtedness is owed, or other event, that results in such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of such Indebtedness (except to the Company or a Restricted Subsidiary) will be deemed, in each case, an Incurrence of such Indebtedness by the issuer thereof not permitted by this clause (ii); (iii) Indebtedness represented by the Notes (other than any Additional Notes), any Indebtedness (other than the Indebtedness described in clause (ii) above) outstanding on the Issue Date and Guarantees any Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause (iii) or paragraph (a) above; (iv) Purchase Money Obligations and Capitalized Lease Obligations, finance lease obligations or mortgage financings, Disqualified Stock issued by the Company or any Restricted Subsidiaries and Preferred Stock issued by Restricted Subsidiaries to finance all or any part of the acquisition, purchase, lease, construction, rental payments, design, installation, repair, replacement or improvement of property (real or personal), vehicles, plant or equipment or other fixed or capital assets (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) and any Refinancing Indebtedness with respect thereto, in a maximum an aggregate principal amount at any time outstanding not exceeding an amount equal to exceed the greater of $330.0 million and 12.5% of Consolidated Total Assets; (v) Indebtedness consisting of accommodation guarantees for the benefit of trade creditors of the Company or any of its Restricted Subsidiaries; (vi) (A) $200.0 million and Guarantees (including any future Guarantees) by the Company or any Restricted Subsidiary of Indebtedness or any other obligation or liability of the Company or any Restricted Subsidiary (other than any Indebtedness Incurred by the Company or such Restricted Subsidiary, as the case may be, in violation of this Section 6.6), or (B) without limiting Section 6.11, Indebtedness of the Company or any Restricted Subsidiary arising by reason of any Lien granted by or applicable to such Person securing Indebtedness of the Company or any Restricted Subsidiary (other than any Indebtedness Incurred by the Company or such Restricted Subsidiary, as the case may be, in violation of this Section 6.6); (vii) Indebtedness of the Company or any Restricted Subsidiary (A) arising from the honoring of a check, draft or similar instrument of such Person drawn against insufficient funds, provided that such Indebtedness is extinguished within five Business Days of its Incurrence, or (B) consisting of guarantees, indemnities, obligations in respect of earnouts or other purchase price adjustments, or similar obligations, Incurred in connection with the acquisition or disposition of any business, assets or Person; (viii) Indebtedness of the Company or any Restricted Subsidiary (A) in respect of letters of credit, bankers’ acceptances, bank guarantees, discounted bills of exchange or other similar instruments supporting trade payables or discounting or factoring of receivables, warehouse receipts or similar facilities, and reinvestment and reimbursement obligations related thereto or relating to liabilities or obligations Incurred, in the ordinary course of business (including those issued to governmental entities in connection with self-insurance under applicable workers’ compensation statutes), or (B) constituting reimbursement obligations with respect to letters of credit and bank guarantees issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, health, disability or other benefits to employees or former employees or their families or property, casualty or liability insurance or self-insurance, and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from governmental authorities, or other Indebtedness with respect to reimbursement type obligations regarding workers compensation claims or similar obligations incurred in the ordinary course of business or any governmental requirements, or completion guarantees, surety, judgment, appeal or performance bonds, or other similar bonds, instruments or obligations, or advance payments, customs, VAT or other tax guarantees or similar instruments provided by the Company or any Restricted Subsidiary or liabilities Incurred in connection with the cash management, cash pooling, tax and accounting operations of the Company or any Restricted Subsidiary, or other similar obligations Incurred, in the ordinary course of business, or (C) Hedging Obligations, entered into for bona fide hedging purposes, or (D) Management Guarantees, or (E) the financing of insurance premiums in the ordinary course of business, or (F) netting, overdraft protection and other arrangements arising under standard business terms of any bank at which the Company or any Restricted Subsidiary maintains an amount overdraft, cash pooling or other similar facility or arrangement; (ix) Indebtedness (A) of a Special Purpose Subsidiary secured by a Lien on all or part of the assets disposed of in, or otherwise Incurred in connection with, a Financing Disposition or (B) otherwise Incurred in connection with a Special Purpose Financing; provided that (1) such Indebtedness is not recourse to the Company or any Restricted Subsidiary that is not a Special Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings), (2) in the event such Indebtedness shall become recourse to the Company or any Restricted Subsidiary that is not a Special Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings), such Indebtedness will be deemed to be, and must be classified by the Company as, Incurred at such time (or at the time initially Incurred) under one or more of the other provisions of this covenant for so long as such Indebtedness shall be so recourse; and (3) in the event that at any time thereafter such Indebtedness shall comply with the provisions of the preceding subclause (1), the Company may classify such Indebtedness in whole or in part as Incurred under this Section 6.6(b)(ix); (x) Indebtedness of any Person that is assumed by the Company or any Restricted Subsidiary in connection with its acquisition of assets from such Person or any Affiliate thereof or is issued and outstanding on or prior to the date on which such Person was acquired by the Company or any Restricted Subsidiary or merged or consolidated with or into any Restricted Subsidiary (including Indebtedness Incurred to finance, or otherwise Incurred in connection with, such acquisition), provided that on the date of such acquisition, merger or consolidation, after giving pro forma effect thereto, either (A) the Company could Incur at least $1.00 of additional Indebtedness pursuant to the Incurrence of such Indebtedness and the application of the use of proceeds therefrom on such date, paragraph (a) above or (B) the Consolidated Senior Secured Net Leverage Coverage Ratio of the Parent Company would equal or exceed the Consolidated Coverage Ratio of the Company immediately prior to giving effect thereto; and its any Refinancing Indebtedness with respect to any such Indebtedness; (xi) Indebtedness of the Company or any Restricted Subsidiary in an aggregate principal amount at any time outstanding not exceeding an amount equal to (A) (1) the Foreign Borrowing Base less (2) the aggregate principal amount of Indebtedness Incurred by Special Purpose Subsidiaries would not exceed 1.00 that are Foreign Subsidiaries and then outstanding pursuant to 1.00; clause (ix) of this paragraph (b) plus (B) in the case event of any refinancing of any Indebtedness permitted Incurred under this clause (xi), the aggregate amount of interest and fees, underwriting discounts, premiums, defeasance costs and other costs and expenses incurred in connection with such refinancing; (xii) Contribution Indebtedness and any Refinancing Indebtedness with respect thereto; and (xiii) Indebtedness of the Company or any Restricted Subsidiary in an aggregate principal amount at any time outstanding not exceeding an amount equal to the greater of $330.0 million and 12.5% of Consolidated Total Assets. (c) For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this Section 6.6, (i) any other obligation of the obligor on such Indebtedness (or of any other Person who could have Incurred such Indebtedness under this Section 4.01(b)(i6.6) arising under any Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation supporting such Indebtedness shall be disregarded to the extent that such Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation secures the principal amount of such Indebtedness; (ii) the accrual of interest, the accretion of accreted value, the payment of interest in the form of additional Indebtedness, the payment of dividends on Disqualified Stock in the form of additional shares of Disqualified Stock, accretion or amortization of original issue discount or liquidation preferences and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate or currencies will not be deemed to be an incurrence of Indebtedness for purposes of this Section 6.6; (iii) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in paragraphs (a) and (b) above, the Company, in its sole discretion, shall classify such item of Indebtedness and may include the amount and type of such Indebtedness in one or more of such paragraphs or clauses thereof (including in part under one such paragraph or clause thereof and in part under another such paragraph or clause thereof); and (iv) the amount of Indebtedness issued at a price that is less than the principal amount thereof shall be equal to the amount of the liability in respect thereof determined in accordance with GAAP and the principal amount of any portion thereofnon-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a consolidated balance sheet of the Company dated such date prepared in accordance with GAAP. (d) For purposes of determining compliance with any Dollar-denominated restriction on the Incurrence of Indebtedness denominated in a foreign currency, the Dollar-equivalent principal amount of such Indebtedness Incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness, provided that (x) the Dollar-equivalent principal amount of any such Indebtedness outstanding on the Issue Date shall be calculated based on the relevant currency exchange rate in effect on the Issue Date, (y) if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency (or in a different currency from such Indebtedness so being Incurred), and such refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (i) the outstanding or committed principal amount (whichever is higher) of such Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining refinancing and (z) the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency and Incurred pursuant to a Credit Facility shall be calculated based on the relevant currency exchange rate in effect on, at the Company’s option, (i) the Issue Date, (ii) any date on which any of the respective commitments under such Credit Facilities shall be reallocated between or among facilities or subfacilities thereunder, or on which such rate is otherwise calculated for any purpose thereunder, or (iii) the date of such Incurrence. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that may be Incurred is in effect on the date of such refinancing. (e) If Indebtedness, Disqualified Stock or Preferred Stock originally incurred in reliance upon a percentage of Consolidated Total Assets under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in 6.6 is being refinanced and such refinancing would cause the maximum amount of Consolidated Senior Secured Net Leverage used in Indebtedness, Disqualified Stock or Preferred Stock thereunder to be exceeded at such time, then such refinancing will nevertheless be permitted thereunder and such additional Indebtedness, Disqualified Stock or Preferred Stock will be deemed to have been incurred under the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, applicable provision so long as the Incurrence principal amount or liquidation preference of such Indebtedness is permitted under refinancing Indebtedness, Disqualified Stock or Preferred Stock does not exceed the terms principal amount or liquidation preference of this Indenture; orIndebtedness, Disqualified Stock or Preferred Stock being refinanced, plus additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay accrued but unpaid interest or dividends, premiums (including tender premiums), defeasance costs, underwriting or initial purchaser discounts, fees, costs and expenses (including original issue discount, upfront fees or similar fees) in connection with such refinancing.

Limitation on Indebtedness. (a) The Parent Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); providedPROVIDED, howeverHOWEVER, that the Parent Company and any its Restricted Subsidiaries which are Subsidiary Guarantors may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and thereof, after giving pro forma effect thereto (including pro forma to the incurrence of such Indebtedness and the intended application of the proceeds thereof), the Fixed Charge Interest Coverage Ratio for the Parent Company and its Restricted Subsidiaries would have been is at least 2.0 2.5 to 1.0. (b) Section 4.01(a) will not prohibit Notwithstanding the Incurrence of foregoing paragraph (a), the Company and its Restricted Subsidiaries may Incur the following Indebtedness (“Permitted Debt”): Indebtedness: (i) Indebtedness Incurred pursuant to any the Senior Credit Facility Agreement; PROVIDED that the aggregate principal amount of all Indebtedness (including in respect of with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) outstanding at any time under the Senior Credit Agreement after giving effect to such Incurrence, including all Refinancing Indebtedness Incurred to refund, refinance or bankers’ acceptances issued or created thereunderreplace any other Indebtedness Incurred pursuant to this clause (i), and any Refinancing Indebtedness in respect thereof does not exceed an amount equal to $20.0 million; (ii) the Subsidiary Guarantees and Guarantees of Indebtedness Incurred pursuant to paragraph (a) or clause (i) of this paragraph (b); (iii) Indebtedness of the Company owing to and held by any Wholly-Owned Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Company or any Wholly-Owned Subsidiary; PROVIDED, HOWEVER, that any subsequent issuance or transfer of any Capital Stock or any other event which results in respect any such Wholly-Owned Subsidiary ceasing to be a Wholly-Owned Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or a Wholly-Owned Subsidiary) will be deemed, in each case, to constitute the Incurrence of such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed by the greater of issuer thereof; (Aiv) $200.0 million Indebtedness represented by (x) the Securities and (By) an amount any Indebtedness (other than the Indebtedness described in clauses (i), (ii) and (iii)) outstanding on the Issue Date; (v) Indebtedness of a Restricted Subsidiary Incurred and outstanding on the date on which such Restricted Subsidiary was acquired by the Company; PROVIDED, HOWEVER, that at the time such Restricted Subsidiary is acquired by the Company, the Company would have been able to Incur $1.00 of additional Indebtedness pursuant to paragraph (a) above after giving pro forma effect to the Incurrence of such Indebtedness and the application pursuant to this clause (v); (vi) Indebtedness under Interest Rate Agreements; PROVIDED, HOWEVER, that such Interest Rate Agreements are entered into for bona fide hedging purposes of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and Company or its Restricted Subsidiaries would (as determined in good faith by the Board of Directors or senior management of the Company) and correspond in terms of notional amount, duration, currencies and interest rates, as applicable, to Indebtedness of the Company or its Restricted Subsidiaries Incurred without violation of this Indenture or to business transactions of the Company or its Restricted Subsidiaries on customary terms entered into in the ordinary course of business; (vii) Indebtedness incurred to finance or refinance the purchase price or cost of construction or improvement of property used in the Company's business, and Capitalized Lease Obligations, in each case secured by Liens described in clause (i) of the definition of "Permitted Liens," provided, that the aggregate principal amount thereof incurred in any fiscal year, shall not exceed 1.00 to 1.00$15.0 million; plus (viii) Indebtedness in respect of performance bonds, bankers' acceptances, workers' compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) provided by the Company or any Restricted Subsidiary in the case ordinary course of any refinancing its business and which do not secure other Indebtedness; (ix) Indebtedness represented by Guarantees by the Company of any Indebtedness otherwise permitted under to be Incurred pursuant to this Section 4.01(b)(icovenant and Indebtedness represented by Guarantees by a Subsidiary Guarantor of Indebtedness of the Company or of another Restricted Subsidiary otherwise permitted to be Incurred pursuant to this covenant; (x) Indebtedness incurred by the Company or any portion thereofSubsidiary Guarantor and arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, from guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the aggregate amount of feesCompany or any Restricted Subsidiary pursuant to such agreements, underwriting discounts, premiums and other costs and expenses in each case incurred in connection with the purchase or sale of a business or assets otherwise permitted by this Indenture; (xi) the Incurrence by the Company or any Subsidiary Guarantor of Refinancing Indebtedness in exchange for, or the net proceeds which are used to refund, refinance or replace, Indebtedness that was permitted by this Indenture to be Incurred (other than Indebtedness incurred pursuant to clause (xii) of this paragraph (b)); and (xii) Indebtedness (other than Indebtedness described in clauses (i)-(xi)) in a principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (xii) and then outstanding, will not exceed $10.0 million. (c) Neither the Company nor any Restricted Subsidiary will Incur any Indebtedness under paragraph (b) above if the proceeds thereof are used, directly or indirectly, to refinance any Subordinated Obligations of the Company unless such refinancing; provided that for Indebtedness will be subordinated to the Securities to at least the same extent as such Subordinated Obligations. No Subsidiary Guarantor will Incur any Indebtedness under paragraph (b) above if the proceeds thereof are used, directly or indirectly, to refinance any Subsidiary Guarantor Subordinated Obligations of such Subsidiary Guarantor unless such Indebtedness will be subordinated to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee to at least the same extent as such Subsidiary Guarantor Subordinated Obligations. (d) For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this covenant, in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in paragraph (b) above, (i) the Company, in its sole discretion, will classify such item of Indebtedness and only be required to include the amount and type of such Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount one of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; such clauses and (ii) A. Guarantees by the Parent or any Restricted Subsidiary such item of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence may be divided and classified in more than one of such clauses. (e) The Company will not permit any Unrestricted Subsidiary to Incur any Indebtedness is permitted under the terms of this Indenture; orother than Non-Recourse Debt.

Limitation on Indebtedness. (a) The Parent will notNo Borrower will, and no Borrower will not permit any of its respective Restricted Subsidiaries to, Incur create, incur, assume or suffer to exist any Indebtedness (including Acquired Indebtedness); provided, however, provided that the Parent Borrower and any Restricted Subsidiary may Incur incur Incurrence Test Indebtedness (including Acquired Indebtedness) if on except that Restricted Subsidiaries that are not U.S. Obligations Guarantors may not incur Incurrence Test Indebtedness in an aggregate principal amount outstanding at any time exceeding $100,000,000 minus the date of such Incurrence and after giving pro forma effect thereto (including pro forma application aggregate outstanding amount of the proceeds thereofaggregate amount of Guarantee Obligations incurred under Section 10.1(d)(ii)(C)(1) and 10.1(d)(ii)(C)(2). Notwithstanding the foregoing, the Fixed Charge Coverage Ratio for limitations set forth in the Parent and its Restricted Subsidiaries would have been at least 2.0 immediately preceding paragraph shall not apply to 1.0.any of the following items: (a) Indebtedness arising under the Credit Documents; (b) subject to compliance with Section 4.01(a) will not prohibit the Incurrence 10.5, Indebtedness of the following Parent Borrower or any Restricted Subsidiary owed to the Parent Borrower or any Restricted Subsidiary; provided that all such Indebtedness (“Permitted Debt”):of any Credit Party owed to any Person that is not a Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (ic) Indebtedness Incurred pursuant to in respect of any Credit Facility bankers’ acceptance, bank guarantees, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business (including in respect of letters of credit workers compensation claims, health, disability or bankers’ acceptances issued other employee benefits or created thereunderproperty, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims); (d) subject to compliance with Section 10.5, and any Refinancing Indebtedness in respect thereof and Guarantees Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness of the Parent Borrower or other Restricted Subsidiaries that is permitted to be incurred under this Agreement (except that a Restricted Subsidiary may not, by virtue of this Section 10.1(d) guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 10.1), (ii) the Parent Borrower in respect of Indebtedness of Restricted Subsidiaries that is permitted to be incurred under this Agreement; provided that (A) if the Indebtedness being guaranteed under this Section 10.1(d) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness, (B) no guarantee by any Restricted Subsidiary of the Senior Notes, Senior Subordinated Notes, or any Permitted Additional Debt shall be permitted unless such Restricted Subsidiary shall have also provided a maximum guarantee of the U.S. Obligations substantially on the terms set forth in the U.S. Obligations Guarantee and (C) the aggregate principal amount of (1) Guarantee Obligations incurred by U.S. Credit Parties under this clause (d) in respect of obligations owed by Persons that are not U.S. Credit Parties and (2) the aggregate amount of Guarantee Obligations incurred by Restricted Subsidiaries that are not U.S. Obligations Guarantors under this clause (d), when combined with (3) the total amount of Incurrence Test Indebtedness incurred by Restricted Subsidiaries that are not U.S. Obligations Guarantors shall not collectively exceed $100,000,000 at any time outstanding; (e) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors and licensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), 10.5(g), 10.5(o), 10.5(p), 10.5(s) and 10.5(u) (provided that in the case of Section 10.5(u), such Guarantee Obligations are incurred by a Restricted Subsidiary located in the same jurisdiction as the Restricted Subsidiary incurring such obligation being guaranteed); (f) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days of the acquisition, construction, repair, replacement, expansion or improvement of fixed or capital assets to finance the acquisition, construction, repair, replacement expansion, or improvement of such fixed or capital assets, (ii) other Indebtedness arising under Capital Leases (other than Indebtedness incurred pursuant to clause (x)), provided, that the aggregate amount of Indebtedness incurred pursuant to this clause (f) at any time outstanding shall not to exceed the greater of (A) $200.0 million 300,000,000 and (B) an amount such that after giving pro forma effect to the Incurrence of such Indebtedness and the application 4.0% of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio Total Assets of the Parent Borrower and its the Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in at the case date of such incurrence and (iii) any refinancing modification, replacement, refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) or (ii) above, provided that, (x) except to the extent the excess is expressly permitted under by another clause of this Section 4.01(b)(i) or any portion thereof10.1, the aggregate principal amount thereof does not exceed the principal amount thereof outstanding immediately prior to such modification, replacement, refinancing, refunding, renewal or extension except by an amount equal to the unpaid accrued interest and premium thereon plus the reasonable amounts paid in respect of fees, underwriting discounts, premiums and other costs fees and expenses incurred in connection with such modification, replacement, refinancing, refunding, renewal or extension, (y) immediately before and after the incurrence of such Indebtedness, no Default shall have occurred and be continuing, and (z) the direct and contingent obligors with respect to such Indebtedness are not changed; (g) Indebtedness outstanding on the Restatement Effective Date listed on Schedule 10.1(g) and any modification, replacement, refinancing, refunding, renewal or extension thereof; provided that for purposes of determining except to the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i)extent otherwise expressly permitted hereunder, all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the case of any such modification, replacement, refinancing, refunding, renewal or extension, (x) the principal amount thereof does not exceed the principal amount thereof outstanding immediately prior to such modification, replacement, refinancing, refunding, renewal or extension except by an amount equal to the unpaid accrued interest and premium thereon plus the reasonable amounts paid in respect of Consolidated Senior Secured Net Leverage used fees and expenses incurred in connection with such modification, replacement, refinancing, refunding, renewal or extension plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder, (y) the calculation of direct and contingent obligors with respect to such Indebtedness are not changed and (z) to the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by extent such Indebtedness being modified, replaced, refinanced, refunded, renewed or extended constitutes Indebtedness owed to the Parent Borrower or any Restricted Subsidiary of Indebtedness of Credit Party, the Parent or any Restricted Subsidiary, so long as the Incurrence of creditor with respect to such Indebtedness is permitted under the terms of this Indenture; ornot changed;

Limitation on Indebtedness. (a) The Parent Borrower will not, and will not permit any of its Restricted the Subsidiaries to, Incur create, incur, assume or suffer to exist any Indebtedness (including Acquired Indebtedness); provided. Notwithstanding the foregoing, however, that the Parent and limitations set forth in the immediately preceding sentence shall not apply to any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), following: (a) Indebtedness arising under the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 to 1.0.Credit Documents; (b) Section 4.01(a) will not prohibit the Incurrence Indebtedness in respect of the following Prepetition First Lien Debt; (c) Indebtedness of the Debtors under the DIP ABL Facility; (d) subject to compliance with Sections 10.5 and 10.13, Indebtedness of the Borrower or any Subsidiary owed to the Borrower or any Subsidiary; provided that all such Indebtedness of any Credit Party owed to any Person that is not a Credit Party shall be (x) unsecured and subordinated pursuant to an intercompany note reasonably satisfactory to the Required Lenders; provided further that such intercompany note shall not be required to be delivered by any Foreign Subsidiary until 30 days after the Closing Date; (e) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) Subsidiaries in respect of Indebtedness of the Borrower or any other Subsidiary that is permitted to be incurred under this Agreement and (ii) the Borrower in respect of Indebtedness of Subsidiaries that is permitted to be incurred under this Agreement; provided that (x) if the Indebtedness being guaranteed under this Section 10.1(e) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on terms (taken as a whole) at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (y) a Subsidiary that is not a Credit Party may not, by virtue of this Section 10.1(e), guarantee Indebtedness that such Subsidiary could not otherwise incur under this Section 10.1; (f) Indebtedness in respect of any bankers’ acceptance, bank guarantees, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business (including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims and similar obligations); (g) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors and licensees, or (ii) otherwise constituting Investments permitted by Section 10.5 (other than Investments permitted by Section 10.5(l) by reference to Section 10.1 and Section 10.5(q)); provided that this clause (ii) shall not be construed to limit the requirements of Section 10.1(d) and (e); (h) Indebtedness (“Permitted Debt”):including Indebtedness arising under Capital Leases) incurred to finance the purchase price, cost of design, acquisition, construction, repair, restoration, replacement, expansion, installation or improvement of fixed or capital assets or otherwise in respect of Capital Expenditures, so long as such Indebtedness is incurred concurrently with or within 270 days of the acquisition, construction, repair, restoration, replacement, expansion, installation or improvement of such fixed or capital assets or incurrence of such Capital Expenditure, and any refinancing indebtedness thereof, in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; (i) Indebtedness Incurred pursuant existing on the Petition Date; (j) Indebtedness in respect of Hedging Agreements; provided that such Hedging Agreements are not entered into for speculative purposes (as determined by the Borrower in good faith) and are entered into in the ordinary course of business; (i) Indebtedness with respect to Existing Letters of Credit, Existing Cash Management Obligations and Existing Hedging Obligations and (ii) Indebtedness with respect to any Credit Facility other letter of credit existing on the Petition Date; (l) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations not in connection with money borrowed, in each case provided in the ordinary course of business or consistent with past practice, including those incurred to secure health, safety and environmental obligations in the ordinary course of business (including in respect of letters of credit construction or bankers’ acceptances issued restoration activities) or created thereunder), and any Refinancing consistent with past practice; (m) additional Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed the greater of (A) $200.0 million and (B) an amount such that after giving pro forma effect to the Incurrence of such Indebtedness and the application of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent Credit Parties (other than Indebtedness for borrowed money) and its Restricted Subsidiaries would that are not exceed 1.00 to 1.00Credit Parties; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, provided that the aggregate amount of fees, underwriting discounts, premiums Indebtedness incurred or incurred pursuant to this Section 10.1(m) shall not exceed $30,000,000 at any time outstanding; (n) cash management services and other costs Indebtedness in respect of overdraft facilities, employee credit card programs, netting services, automatic clearinghouse arrangements and expenses other cash management and similar arrangements in the ordinary course of business; (i) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services and (ii) Indebtedness in respect of intercompany obligations of the Borrower or any Subsidiary with the Borrower or any Subsidiary in respect of accounts payable incurred in connection with goods sold or services rendered in the ordinary course of business and consistent with past practice and not in connection with the borrowing of money; (p) Indebtedness arising from agreements of the Borrower or any Subsidiary providing for indemnification, adjustment of purchase price or similar obligations (including earn-outs), in each case entered into in connection with Investments and the Disposition of any business, assets or Stock or Stock Equivalents permitted hereunder; (q) Indebtedness of the Borrower or any Subsidiary consisting of (i) financing of insurance premiums or (ii) take or pay obligations contained in supply agreements, in each case arising in the ordinary course of business; (r) Indebtedness representing deferred compensation, or similar arrangement, to employees, consultants or independent contractors of the Borrower and the Subsidiaries incurred in the ordinary course of business; (s) [reserved]; (t) Indebtedness consisting of obligations of the Borrower and the Subsidiaries under deferred compensation or other similar arrangements incurred by such refinancingPerson in connection with the Transactions; (u) [reserved]; (v) [reserved]; (w) [reserved]; (x) [reserved]; (y) [reserved]; (z) [reserved]; (aa) to the extent constituting Indebtedness, customer deposits and advance payments (including progress payments) received in the ordinary course of business from customers for goods and services purchased in the ordinary course of business; (i) Indebtedness of the Borrower or any Subsidiary supported by a letter of credit, in a principal amount not in excess of the stated amount of such letter of credit so long as such letter of credit is otherwise permitted to be incurred pursuant to this Section 10.1 or (ii) obligations in respect of letters of support, guarantees or similar obligations issued, made or incurred for the benefit of the Borrower or any Subsidiary of the Borrower in connection with any statutory filing or the delivery of audit opinions performed in jurisdictions other than the United States; (cc) [reserved]; (dd) [reserved]; (ee) [reserved]; provided that and (ff) all premiums (if any), interest (including post-petition interest), fees, expenses, charges, and additional or contingent interest on obligations described in clauses (a) through (ee) above. Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Indebtedness or Disqualified Stock will not be deemed to be an incurrence or issuance of Indebtedness or Disqualified Stock for purposes of determining this covenant. This Agreement will not treat (1) unsecured Indebtedness as subordinated or junior to secured Indebtedness merely because it is unsecured or (2) senior Indebtedness as subordinated or junior to any other senior Indebtedness merely because it has a junior lien priority with respect to the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; orsame collateral.

Limitation on Indebtedness. Create, incur, assume or permit to exist any Indebtedness, except: (a) The Parent will notIndebtedness of any Borrower or any Subsidiary Guarantor pursuant to any Loan Document; (b) Indebtedness of the Company to any Subsidiary, and will of any Subsidiary to the Company or any other Subsidiary; provided that all such Indebtedness of any Borrower or any Subsidiary Guarantor owed to a Person that is not permit any of its Restricted Subsidiaries to, Incur any a Borrower or a Subsidiary Guarantor shall be subject to and evidenced by the Subordinated Intercompany Note; (c) Indebtedness (including Acquired Indebtednessincluding, without limitation, Attributable Debt arising from Permitted Sale-Leaseback Transactions and Capital Lease Obligations) secured by Liens permitted by Sections 6.02(g) and (p); provided, however, that the Parent aggregate amount of all such Indebtedness, together with the aggregate principal amount of all Indebtedness incurred pursuant to Sections 6.01(g), 6.01(h) and 6.02(o), shall not exceed the Restricted Debt Basket Amount; (d) Indebtedness outstanding on the Restatement Effective Date and listed on Schedule 6.01(d) and any Restricted refinancings, refundings, renewals or extensions thereof (without any increase in the principal amount thereof or any shortening of the Weighted Average Life to Maturity thereof); (e) Guarantee Obligations (i) made in the ordinary course of business by the Company or any of its Subsidiaries of obligations of the Company or any Subsidiary may Incur of the Company and (ii) made by the Company or any of its Subsidiaries of obligations of the Company or any Subsidiary of the Company under Hedge Agreements permitted under Section 6.17; (f) unsecured senior and/or senior subordinated Indebtedness (including Acquired Indebtednessother than Permitted Seller Debt) if on of the date Company or a Foreign Subsidiary and the unsecured senior and/or senior subordinated guarantee by any Subsidiary Guarantor hereunder or any Foreign Subsidiary of the Company’s or such other Foreign Subsidiary’s obligations thereunder; provided that (i) at the time of incurrence of such Incurrence Indebtedness, such Indebtedness shall have no scheduled amortization and no part of the principal part of such Indebtedness shall have a maturity date earlier than 181 days after the Maturity Date then in effect, (ii) after giving pro forma effect thereto (including pro forma to the incurrence of any such Indebtedness, on a Pro Forma Basis, as if such incurrence of Indebtedness, the application of the proceeds thereofthereof and the consummation of any other Specified Transaction occurring since the first day of the Calculation Period then last ended had occurred on the first day of the Calculation Period then last ended, the Company and its Subsidiaries are in compliance with the financial covenants set forth in Section 6. 18 and the Net Leverage Ratio is not greater than 4.00 to 1.00, in each case, for the Calculation Period then last ended (and, in each case, the Company shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Company to such effect setting forth in reasonable detail the computations necessary to demonstrate compliance with this clause (f)(ii), (iii) at the Fixed Charge Coverage Ratio time of the incurrence of such Indebtedness and after giving effect thereto, no Default or Event of Default shall exist and be continuing, (iv) such Indebtedness contains covenants, events of default, redemption provisions, remedies, subordination provisions (if applicable) and other terms and conditions customary at the time for high yield unsecured senior or senior subordinated securities issued in a public offering or a private placement under Rule 144A of the Parent Securities Act of 1933 (or other comparable laws of the jurisdiction under which such Indebtedness is issued or incurred) and its Restricted Subsidiaries would have been at least 2.0 otherwise reasonably acceptable to 1.0.the Administrative Agent (provided that, in any event, the documentation governing such Indebtedness shall not include a financial maintenance covenant and may only include a “cross acceleration” default to other indebtedness rather than a “cross default”), (v) to the extent that any Foreign Subsidiary shall guarantee any Loan Party’s obligations under any such Indebtedness, such Foreign Subsidiary shall become a Subsidiary Guarantor, and (vi) the documentation governing such Indebtedness contains terms that are no more restrictive than the terms applicable to the Indebtedness hereunder; (bg) Section 4.01(a) will not prohibit the Incurrence Indebtedness of Foreign Subsidiaries of the following Company in an aggregate amount, together with the aggregate amount of Indebtedness incurred pursuant to Sections 6.01(c), 6.01(h) and 6.02(o), not to exceed the Restricted Debt Basket Amount; (h) Indebtedness of a Subsidiary of the Company acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition of an asset securing such Indebtedness) (the “Permitted Acquired Debt”):), provided that (x) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, (y) such Indebtedness does not constitute debt for borrowed money (it being understood and agreed that Capital Lease Obligations and purchase money Indebtedness shall not constitute debt for borrowed money for purposes of this clause (y)), and (z) the aggregate principal amount of all Permitted Acquired Debt assumed pursuant to this clause (g), together with the aggregate amount of Indebtedness incurred pursuant to Sections 6.01(c), 6.01(g) and 6.02(o), shall not exceed the Restricted Debt Basket Amount; (i) Indebtedness Incurred arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is extinguished within five Business Days of its incurrence; (j) Indebtedness of the Company or any of its Subsidiaries which may be deemed to exist in connection with agreements providing for indemnification, purchase price adjustments and similar obligations in connection with the acquisition or disposition of assets in accordance with the requirements of this Agreement, so long as any such obligations are those of the Person making the respective acquisition or sale, and are not guaranteed by any other Person except as permitted by Section 6.01(e); (k) Indebtedness to insurance companies incurred in order to permit the Company or one of its Subsidiaries to repay obligations owing by such Person to former employees of such Person under either of the Company’s 401K Plus deferred compensation plans, so long as such Indebtedness is not greater than the aggregate cash surrender value of insurance policies owned by the Company and covering the lives of participants in the Company’s 401K Plus deferred compensation plans; (l) Permitted Seller Debt; (m) (i) Indebtedness of the Company or any Subsidiary incurred pursuant to Permitted Receivables Facilities; provided that the Attributable Receivables Indebtedness thereunder shall not exceed an aggregate amount equal to the sum of (x) $200,000,000, plus (y) £200,000,000, plus (z) €200,000,000, at any Credit Facility time outstanding, and (including ii) Indebtedness of the Company or any Subsidiary incurred pursuant to Permitted Factoring Transactions permitted pursuant to Section 6.04(i); (n) Permitted Notes; (i) unsecured Indebtedness of any Foreign Subsidiary and (ii) unsecured Guarantee Obligations of the Company in respect of letters Indebtedness of credit Foreign Subsidiaries, in each case so long as at the time of incurrence of such Indebtedness or bankers’ acceptances issued Guarantee Obligations, as the case may be, and after giving effect thereto on a Pro Forma Basis, (x) no Default or created thereunderEvent of Default then exists or would result therefrom and (y) the Company and its Subsidiaries are in compliance with the financial covenants set forth in Section 6.18; (p) Indebtedness of any Foreign Subsidiary (other than any Foreign Subsidiary Borrower), and Guarantee Obligations thereof by any Refinancing Indebtedness in respect thereof and Guarantees Foreign Subsidiary (other than any Foreign Subsidiary Borrower), in respect of such Indebtedness local secured working capital lines of credit, letters of credit, bank guarantees and similar secured extensions of credit, in a maximum an aggregate outstanding principal amount at any time outstanding not to exceed the greater sum of (Ax) $200.0 million and (B) an amount such that after giving pro forma effect to the Incurrence of such Indebtedness and the application 75% of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio eligible accounts receivable of the Parent and its Restricted applicable Foreign Subsidiaries would not exceed 1.00 to 1.00; plus as determined in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection accordance with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenturethe applicable credit facilities plus (y) 50% of the eligible inventory of the applicable Foreign Subsidiaries as determined in accordance with the terms of the applicable credit facilities; or(q) to the extent constituting Indebtedness, customary obligations to credit card or debit card processors arising in the ordinary course of business for applicable fees and chargebacks under any processor agreement;

Limitation on Indebtedness. (a) The Parent Company will not, and will not permit any of its Restricted Subsidiaries to, Incur directly or indirectly, create, incur, issue, assume, guarantee or in any manner become directly or indirectly liable, contingently or otherwise, with respect to (in each case, "incur") any Indebtedness (including including, without limitation, any Acquired Indebtedness); provided, however, that the Parent Company and any Restricted Subsidiary may Incur of its Subsidiaries will be permitted to incur Indebtedness (including including, without limitation, Acquired Indebtedness) if on at the date time of such Incurrence incurrence, and after giving pro forma effect thereto (including pro forma application of the proceeds thereof)thereto, the Consolidated Fixed Charge Coverage Ratio for of the Parent Company is at least equal to 2.00:1. Notwithstanding the foregoing, the Company and its Restricted Subsidiaries would have been at least 2.0 may, to 1.0.the extent specifically set forth below, incur each and all of the following: (a) Indebtedness of the Company evidenced by the Notes; (b) Section 4.01(a) will not prohibit the Incurrence Indebtedness of the following Company and its Subsidiaries outstanding on the Issue Date; (c) Indebtedness of the Company represented by the notes issued under the Bank Term Facility; (“Permitted Debt”):d) Indebtedness of the Company under the Revolving Credit Facility (including with respect to letters of credit issued thereunder) or any other revolving credit facility in an aggregate principal amount at any one time outstanding not to exceed $25,000,000; (i) Interest Rate Protection Obligations of the Company covering Indebtedness of the Company or a Subsidiary of the Company and (ii) Interest Rate Protection Obligations of any Subsidiary of the Company covering Indebtedness of such Subsidiary; provided, however, that, in the case of either clause (i) or (ii), (x) any Indebtedness to which any such Interest Rate Protection Obligations relate bears interest at fluctuating interest rates and is otherwise permitted to be incurred under the provisions of this Section 4.08 and (y) the notional principal amount of any such Interest Rate Protection Obligations does not exceed the principal amount of the Indebtedness to which such Interest Rate Protection Obligations relate; (f) Indebtedness of a Wholly-Owned Subsidiary owed to and held by the Company or another Wholly-Owned Subsidiary, in each case which is not subordinated in right of payment to any Indebtedness of such Subsidiary (other than Indebtedness under its guaranty of the Bank Credit Facilities), except that (i) any transfer of such Indebtedness by the Company or a Wholly-Owned Subsidiary (other than to the Company or to a Wholly-Owned Subsidiary) and (ii) the sale, transfer or other disposition by the Company or any Subsidiary of the Company of Capital Stock of a Wholly-Owned Subsidiary which is owed Indebtedness of another Wholly-Owned Subsidiary such that it ceases to be a Wholly-Owned Subsidiary of the Company shall, in each case, be an incurrence of Indebtedness by such Subsidiary subject to the other provisions of this Section 4.08; (g) Indebtedness of the Company owed to and held by a Wholly-Owned Subsidiary of the Company which is unsecured and subordinated in right of payment to the payment and performance of the Company's obligations under the Bank Credit Facilities, this Indenture and the Notes except that (i) any transfer of such Indebtedness by a Wholly-Owned Subsidiary of the Company (other than to another Wholly-Owned Subsidiary of the Company) and (ii) the sale, transfer or other disposition by the Company or any Subsidiary of the Company of Capital Stock of a Wholly-Owned Subsidiary which holds Indebtedness of the Company such that it ceases to be a Wholly-Owned Subsidiary shall, in each case, be an incurrence of Indebtedness by the Company, subject to the other provisions of this Section 4.08; (h) Indebtedness under Currency Agreements; provided that in the case of Currency Agreements which relate to Indebtedness, such Currency Agreements do not increase the Indebtedness of the Company and its Subsidiaries outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder; (i) Indebtedness Incurred pursuant to arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within two Business Days of incurrence; (j) Indebtedness of the Company or any Credit Facility (including in respect of its Subsidiaries represented by letters of credit for the account of the Company or bankers’ acceptances issued such Subsidiary, as the case may be, in order to provide security for workers' compensation claims, payment obligations in connection with self-insurance or created thereunder), and similar requirements in the ordinary course of business; (k) purchase money Indebtedness incurred to finance the acquisition of property or assets of the Company or any Refinancing Indebtedness Subsidiary acquired in respect thereof and Guarantees in respect the ordinary course of business within 90 days of such acquisition; provided that the amount of such purchase money Indebtedness in a maximum aggregate principal amount at any time outstanding may not exceed $5,000,000 in the aggregate; provided, further, that any Lien arising in connection with any such Indebtedness shall be limited to exceed the greater property or assets being financed; (l) Indebtedness of the Company or any Subsidiary of the Company in addition to that described in clauses (Aa) through (k) above, in an aggregate principal amount outstanding at any time not exceeding $200.0 million and (B) an 5,000,000; provided, that if, at the time of incurrence of Indebtedness, the ratio of the aggregate principal amount such that of Indebtedness on a pro forma basis after giving pro forma effect to the Incurrence Indebtedness then being incurred to Consolidated Cash Flow for the four full fiscal quarters immediately preceding the date of such incurrence is less than or equal to 6.00:1, then such amount shall be an aggregate principal amount not exceeding $10,000,000; and (i) Indebtedness of the Company (including any Indebtedness incurred in connection with a Sale-Leaseback Transaction permitted pursuant to Section 4.17) the proceeds of which are used solely to refinance (whether by amendment, renewal, extension or refunding) Indebtedness of the Company or any of its Subsidiaries and (ii) Indebtedness of any Subsidiary of the Company the proceeds of which are used solely to refinance (whether by amendment, renewal, extension or refunding) Indebtedness of such Subsidiary, in each case other than the Indebtedness refinanced, redeemed or retired on the Issue Date; provided, however, that (x) the principal amount of Indebtedness incurred pursuant to this clause (m) (or, if such Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof, the original issue price of such Indebtedness) shall not exceed the sum of the principal amount of Indebtedness so refinanced, plus the amount of any premium required to be paid in connection with such refinancing pursuant to the terms of such Indebtedness and or the application amount of any premium reasonably determined by the Board of Directors of the use Company as necessary to accomplish such refinancing by means of proceeds therefrom on such datea tender offer or privately negotiated purchase, plus the Consolidated Senior Secured Net Leverage Ratio amount of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus expenses in connection therewith, (y) in the case of Indebtedness incurred by the Company pursuant to this clause (m) to refinance Subordinated Indebtedness, such Indebtedness (A) does not have a Stated Maturity prior to the Maturity of the Subordinated Indebtedness being refinanced, (B) has an Average Life to Stated Maturity equal to or greater than the remaining Average Life to Stated Maturity of the Subordinated Indebtedness being refinanced and (C) is subordinated to the Notes in the same manner and to the same extent that the Subordinated Indebtedness being refinanced is subordinated to the Notes and (z) in the case of Indebtedness incurred by the Company pursuant to this clause (m) to refinance Pari Passu Indebtedness, such Indebtedness (A) does not have a Stated Maturity prior to the Stated Maturity of the Pari Passu Indebtedness being refinanced, (B) has an Average Life to Stated Maturity equal to or greater than the remaining Average Life to Stated Maturity of the Pari Passu Indebtedness being refinanced and (C) constitutes Pari Passu Indebtedness or Subordinated Indebtedness. The Company shall promptly notify the Trustee, by means of an Officers' Certificate, of the closing of the Bank Credit Agreement and any replacement, refunding, restructuring or refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; orBank Credit Facilities.

Limitation on Indebtedness. (a) The Parent Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent Company and any Restricted the Subsidiary Guarantors may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of thereof the proceeds thereof), the Fixed Charge Consolidated Coverage Ratio for the Parent Company and its Restricted Subsidiaries would have been is at least 2.0 2.00 to 1.0. (b) 1.00; provided, further, that if the Company and the Subsidiary Guarantors Incur Indebtedness during the PIK Period pursuant to this paragraph, such Indebtedness is expressly subordinated in right of payment to the Senior Secured Notes during the PIK Period and interest on such Indebtedness is payable solely by increasing the principal amount of such Indebtedness during the PIK Period. The first paragraph of this Section 4.01(a) 3.2 will not prohibit the Incurrence of the following Indebtedness: (1) Indebtedness of the Company, any Subsidiary Guarantor or any Restricted Subsidiary that is a Foreign Subsidiary Incurred pursuant to a Credit Facility in an aggregate amount up to the greater of (“Permitted Debt”):a) $150.0 million, less the aggregate principal amount of all principal repayments with the proceeds from Asset Dispositions utilized in accordance with clause 3(a) of Section 3.5 that permanently reduce the commitments thereunder, and (b) the Borrowing Base; (2) Guarantees by (x) the Company or its Subsidiary Guarantors of Indebtedness Incurred by the Company or a Restricted Subsidiary in accordance with the provisions of this Indenture, provided that in the event such Indebtedness that is being Guaranteed is (a) Senior Subordinated Indebtedness or Guarantor Senior Subordinated Indebtedness, then the related Guarantee shall rank equally in right of payment to the Note Guarantees or (b) a Subordinated Obligation or a Guarantor Subordinated Obligation, then the related Guarantee shall be subordinated in right of payment to the Securities or the Subsidiary Guarantee, as the case may be, and (y) Non-Guarantor Restricted Subsidiaries of Indebtedness Incurred by Non-Guarantor Restricted Subsidiaries in accordance with the provisions of this Indenture; (3) Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Company or any other Restricted Subsidiary; provided, however, (a) if the Company is the obligor on such Indebtedness and a Subsidiary Guarantor is not the obligee, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Securities; (b) if a Subsidiary Guarantor is the obligor on such Indebtedness and the Company or a Subsidiary Guarantor is not the obligee, such Indebtedness is subordinated in right of payment to the Subsidiary Guarantees of such Subsidiary Guarantor; and (i) any subsequent issuance or transfer of Capital Stock or any other event that results in any such Indebtedness being beneficially held by a Person other than the Company or a Restricted Subsidiary of the Company; and (ii) any sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary of the Company shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Subsidiary, as the case may be. (4) Indebtedness represented by (a) the Securities issued on the Issue Date, the Subsidiary Guarantees, (b) any Indebtedness (other than the Indebtedness described in clauses (1), (2), (3), (6), (8), (9), (10) and (11)) outstanding on the Issue Date and (c) any Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause (4) or clause (5) or Incurred pursuant to the first paragraph of this Section 3.2; (5) following the expiration of the PIK Period, Indebtedness of a Restricted Subsidiary Incurred and outstanding on the date on which such Restricted Subsidiary was acquired by, or merged into, the Company or any Credit Facility Restricted Subsidiary (including other than Indebtedness Incurred (a) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company or (b) otherwise in respect connection with, or in contemplation of, such acquisition); provided, however, that at the time such Restricted Subsidiary is acquired by the Company, the Company would have been able to Incur $1.00 of letters additional Indebtedness pursuant to the first paragraph of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed the greater of (A) $200.0 million and (B) an amount such that this Section 3.2 after giving pro forma effect to the Incurrence of such Indebtedness pursuant to this clause (5); (6) Indebtedness under Hedging Obligations that are Incurred in the ordinary course of business (and not for speculative purposes); (7) the application Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations Incurred pursuant to this clause (7), and Attributable Indebtedness, in an aggregate principal amount (including all Refinancing Indebtedness Incurred to refund, defease, renew, extend, refinance or replace any Indebtedness Incurred pursuant to this clause (7)) not to exceed during the PIK Period, $5.0 million and, thereafter, $15.0 million, in each case at any time outstanding; (8) Indebtedness Incurred in respect of workers’ compensation claims, self-insurance obligations, performance, surety and similar bonds, warranties, indemnities and completion guarantees provided by the Company or a Restricted Subsidiary in the ordinary course of business; (9) Indebtedness arising from agreements of the use Company or a Restricted Subsidiary providing for customary guarantees, indemnification, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the disposition of any business, assets or Capital Stock of a Restricted Subsidiary, provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds therefrom on such date, actually received by the Consolidated Senior Secured Net Leverage Ratio of the Parent Company and its Restricted Subsidiaries would in connection with such disposition; (10) Indebtedness represented by earnout provisions, contingent payments in respect of purchase price or adjustment of purchase price or similar obligations in acquisition agreements; provided that this clause (10) shall not extend to Indebtedness Incurred to finance an earnout or any other component of such Investment; (11) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within five business days of Incurrence; (12) Indebtedness Incurred by Foreign Subsidiaries that are not Subsidiary Guarantors in an aggregate principal amount, together with all other Indebtedness (including Refinancing Indebtedness) Incurred pursuant to this clause (12), not to exceed, during the PIK Period, $45.0 million and, thereafter, the greater of (x) $25.0 million and (y) 6% of Foreign Assets, in each case at any time outstanding; provided, however, that such Indebtedness Incurred pursuant to this clause (12) during the PIK Period shall only consist of (i) Incurrences to fund working capital related to the Company’s Foreign Subsidiaries organized in Mexico in an aggregate amount not to exceed $15.0 million, (ii) Incurrences to fund capital expenditures related to the Company’s Foreign Subsidiaries organized in Mexico in an aggregate amount not to exceed $15.0 million and (iii) Incurrences to fund working capital and capital expenditures related to the Company’s Foreign Subsidiaries organized in Portugal in an aggregate amount not to exceed $15.0 million; (13) Indebtedness of Libbey Glassware (China) Co., Ltd. or a Restricted Subsidiary that is a Foreign Subsidiary organized under the laws of the People’s Republic of China Incurred pursuant to a Credit Facility in an aggregate principal amount, together with all other Indebtedness (including Refinancing Indebtedness) Incurred pursuant to this clause (13), not to exceed $30.0 million at any time outstanding and any Guarantee of such Indebtedness issued by the Company; and (14) following the expiration of the PIK Period, in addition to the items referred to in clauses (1) through (13) above, Indebtedness of the Company and its Restricted Subsidiaries in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness (including (i) any outstanding Indebtedness in excess of the greater of (x) $25.0 million and (y) 6% of Foreign Assets Incurred pursuant to clause (12) above as determined on the date of the expiration of the PIK Period and not classified by Libbey Glass in any other manner that complies with this covenant, which excess not so otherwise classified shall be deemed classified as Indebtedness Incurred under this clause (14) and (ii) Refinancing Indebtedness) Incurred pursuant to this clause (14) and then outstanding, will not exceed 1.00 $20.0 million at any time outstanding. The Company will not Incur any Indebtedness under the preceding paragraph if the proceeds thereof are used, directly or indirectly, to 1.00refinance any Subordinated Obligations of the Company unless such Indebtedness will be subordinated to the Securities to at least the same extent as such Subordinated Obligations. No Subsidiary Guarantor will Incur any Indebtedness if the proceeds thereof are used, directly or indirectly, to refinance any Guarantor Subordinated Obligations of such Subsidiary Guarantor unless such Indebtedness will be subordinated to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee to at least the same extent as such Guarantor Subordinated Obligations. No Restricted Subsidiary (other than a Subsidiary Guarantor) may Incur any Indebtedness if the proceeds are used to refinance Indebtedness of the Company or a Subsidiary Guarantor. No Subsidiary Guarantor will Incur any Indebtedness if the proceeds thereof are used, directly or indirectly, to refinance any Guarantor Senior Subordinated Indebtedness unless such refinancing Indebtedness is either Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligations. For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this Section 3.2: (1) subject to clause (2) below, in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in the first and second paragraphs of this Section 3.2, the Company, in its sole discretion, will classify such item of Indebtedness on the date of Incurrence and, may later classify such item of Indebtedness in any manner that complies with this Section 3.2 and only be required to include the amount and type of such Indebtedness in one of such clauses; (2) all Indebtedness outstanding on the Issue Date under the Senior Secured Credit Agreement shall be deemed Incurred on the Issue Date under clause (1) of the second paragraph of this Section 3.2 and not the first paragraph or clause (4) of the second paragraph of this Section 3.2; (3) Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included; (4) if obligations in respect of letters of credit are Incurred pursuant to a Credit Facility and are being treated as Incurred pursuant to clause (1) of the second paragraph above and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included; (5) the principal amount of any Disqualified Stock of the Company or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (6) Indebtedness permitted by this Section 3.2 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 3.2 permitting such Indebtedness; (7) the principal amount of any Indebtedness outstanding in connection with a securitization transaction is the amount of obligations outstanding under the legal documents entered into as part of such securitization that would be characterized as principal on any date of determination if such securitization transaction were structured as a secured lending transaction; plus and (8) the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP. Accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Indebtedness and the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock will not be deemed to be an Incurrence of Indebtedness for purposes of this Section 3.2. The amount of any Indebtedness outstanding as of any date shall be (i) the accreted value thereof in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) issued with original issue discount or any portion thereof, the aggregate principal amount of fees, underwriting discounts, premiums and other costs and expenses incurred outstanding in connection with such refinancing; provided that for purposes of determining the amount case of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; issued with interest payable-in-kind and (ii) A. Guarantees by the Parent principal amount or liquidation preference thereof, in the case of any Restricted other Indebtedness. In addition, the Company will not permit any of its Unrestricted Subsidiaries to Incur any Indebtedness or issue any shares of Disqualified Stock, other than Non-Recourse Debt. If at any time an Unrestricted Subsidiary of Indebtedness of the Parent or any becomes a Restricted Subsidiary, so long any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date (and, if the Incurrence of such Indebtedness is permitted as of such date violates this Section 3.2, the Company shall be in Default of this Section 3.2). For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that the U.S. dollar-equivalent principal amount of Indebtedness of Libbey Glassware (China) Co., Ltd. under the terms Credit Facility to which it is a party as of the Issue Date shall be calculated based on the relevant currency exchange rate in effect on the date first committed; and provided further, that if any such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this Indenture; orSection 3.2, the maximum amount of Indebtedness that the Company may Incur pursuant to this Section 3.2 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

Limitation on Indebtedness. (a) The Parent Borrower will not, and will not permit any of its Restricted the Subsidiaries to, Incur create, incur, assume or suffer to exist any Indebtedness other than the following: (including Acquired Indebtedness); provided, however, that a) Indebtedness arising under the Parent and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 to 1.0.Credit Documents or otherwise constituting an Obligation; (b) [Reserved]; (c) Indebtedness of (i) the Borrower or any Guarantor owing to the Borrower or any Subsidiary; provided that any such Indebtedness owing by a Credit Party to a Subsidiary that is not a Guarantor shall be permitted so long as such Indebtedness is evidenced by an intercompany note and subject to subordination terms acceptable to the Administrative Agent, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 4.01(a10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any Guarantor; (d) will not prohibit Indebtedness in respect of Permitted Additional Debt and any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; provided that after giving effect to the Incurrence incurrence or issuance thereof, (i) the Borrower shall be in compliance on a pro forma basis with the Financial Performance Covenants as such covenants are recomputed as of the following last day of the most recently ended Test Period as if such incurrence or issuance had occurred on the first day of such Test Period and (ii) the Borrowing Base shall be adjusted as set forth in Section 2.14(f); (e) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) Subsidiaries in respect of Indebtedness of the Borrower or other Subsidiaries that is permitted to be incurred under this Agreement (except that a Subsidiary that is not a Credit Party may not, by virtue of this Section 10.1(e) guarantee Indebtedness that such Subsidiary could not otherwise incur under this Section 10.1) and (ii) the Borrower in respect of Indebtedness of Subsidiaries that is permitted to be incurred under this Agreement; provided that (A) if the Indebtedness being guaranteed under this Section 10.1(e) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (B) no guarantee by any Subsidiary of any Permitted Additional Debt shall be permitted unless such Subsidiary shall have also provided a guarantee of the Obligations substantially on the terms set forth in the Guarantee; (f) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (h), (p), (q) and (r); (g) (i) Indebtedness (“including Indebtedness arising under Capital Leases) incurred within 270 days of the acquisition, construction, lease, repair, replacement, expansion or improvement of fixed or capital assets (including equipment) to finance the acquisition, construction, lease, repair, replacement expansion, or improvement of such fixed or capital assets; (ii) Indebtedness arising under Capital Leases, other than (A) Capital Leases in effect on the Closing Date and (B) Capital Leases entered into pursuant to subclause (i) above (provided that, in the case of each of the foregoing subclauses (i) and (ii), the Borrower shall be in compliance on a pro forma basis after giving effect to the incurrence of such Indebtedness with the Financial Performance Covenants, as such covenants are recomputed as at the last day of the most recently ended Test Period as if such incurrence had occurred on the first day of such Test Period); and (iii) any Permitted Debt”):Refinancing Indebtedness issued or incurred to Refinance any such Indebtedness; (h) [Reserved]; (i) Indebtedness Incurred pursuant of a Person or Indebtedness attaching to the assets of a Person that, in either case, becomes a Subsidiary (or is a Subsidiary that survives a merger with such Person or any Credit Facility of its Subsidiaries) or Indebtedness attaching to the assets that are acquired by the Borrower or any Subsidiary, in each case, after the Closing Date as the result of a Permitted Acquisition; provided that: (including A) such Indebtedness existed at the time such Person became a Subsidiary or at the time such assets were acquired and, in respect of letters of credit or bankers’ acceptances issued or each case, was not created thereunder)in anticipation thereof, and any Refinancing Indebtedness in respect thereof and Guarantees in respect the aggregate principal amount of such Indebtedness in does not, at the time such Person became a maximum aggregate principal amount at any time outstanding not to Subsidiary or such acquisition was consummate, then exceed the greater Fair Market Value of (A) $200.0 million and such Person or the assets to which such Indebtedness attaches, (B) an amount such Indebtedness is not guaranteed in any respect by the Borrower or any Subsidiary (other than any such Person that after giving pro forma effect so becomes a Subsidiary or is the survivor of a merger with such Person or any of its Subsidiaries), (C) (1) the Stock of such Person is pledged to the Incurrence Administrative Agent to the extent required under Section 9.10(b) and Section 9.16 and (2) such Person executes a supplement to each of such Indebtedness the Guarantee and the application of Pledge Agreement, in each case, to the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent extent required under Section 9.10 and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing9.16; provided that for purposes the assets covered by such pledges and security interests may, to the extent permitted by Section 10.2, equally and ratably secure such Indebtedness assumed with the Secured Parties subject to intercreditor arrangements in form and substance reasonably satisfactory to the Administrative Agent; provided, further, that the requirements of determining this clause (C) shall not apply to any Indebtedness of the amount of Indebtedness type that may be Incurred could have been incurred under this Section 4.01(b)(i10.1(g), all Indebtedness Incurred under this Section 4.01(b)(iand (D) after giving effect to such acquisition and to any related pro forma adjustment, the Borrower shall be included in compliance on a pro forma basis with the amount of Consolidated Senior Secured Net Leverage used in Financial Performance Covenants, as such covenants are recomputed as at the calculation last day of the Consolidated Senior Secured Net Leverage Ratio;most recently ended Test Period as if such assumption and acquisition had occurred on the first day of such Test Period; and (ii) A. Guarantees by any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; (j) (i) Indebtedness incurred to finance a Permitted Acquisition; provided that: (A) (1) to the Parent or any Restricted Subsidiary of Indebtedness extent such Permitted Acquisition includes the acquisition of the Parent or Stock of another Person, such acquired Stock is pledged to the Administrative Agent to the extent required under Section 9.10(b) and Section 9.16 and (2) such Person executes a supplement to each of the Guarantee and the Pledge Agreement and delivers any Restricted Subsidiaryother Security Documents, so long in each case, to the extent required under Section 9.10 and Section 9.16; (B) after giving effect to the incurrence of any such Indebtedness, to such acquisition and to any related pro forma adjustment, the Borrower shall be in compliance on a pro forma basis with the Financial Performance Covenants, as such covenant are recomputed as at the Incurrence last day of the most recently ended Test Period as if such incurrence and acquisition had occurred on the first day of such Test Period; (C) the maturity of such Indebtedness is not earlier than, and no mandatory repayment or redemption (other than customary change of control or asset sale offers or upon any event of default) is required prior to, 180 days after the Maturity Date (determined at the time of issuance or incurrence); (D) such Indebtedness is not guaranteed in any respect by the Borrower or any Subsidiary Guarantor except to the extent permitted under Section 10.5; (E) after giving effect to the terms incurrence of this Indentureany such Indebtedness, no Default or Event of Default shall have occurred; orand (F) the aggregate principal amount of such Indebtedness does not, at the time of such Permitted Acquisition, then exceed the Fair Market Value of the Stock, Stock Equivalents or assets acquired; and

Limitation on Indebtedness. (a) The Parent will Guarantor shall not, and will shall not permit the Company or any of its other Restricted Subsidiaries to, Subsidiary to Incur any Indebtedness (including Acquired Indebtedness); provided, however, that that: (i) the Parent and Guarantor, the Company or any Restricted Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Consolidated Leverage Ratio for the Parent Guarantor is less than 4.75 to 1.00; and (ii) if the Indebtedness to be Incurred is Senior Indebtedness, the Parent Guarantor, the Company or any Subsidiary Guarantor may Incur such Senior Indebtedness only if on the date of such Incurrence and its Restricted Subsidiaries would have been at least 2.0 after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Consolidated Senior Leverage Ratio for the Parent Guarantor is less than 4.00 to 1.01.00. (b) Section 4.01(a4.06(a) will not prohibit the Incurrence of the following Indebtedness (“Permitted Debt”):Indebtedness: (i) the Incurrence by the Parent Guarantor, the Company or any Subsidiary Guarantor of Indebtedness Incurred pursuant to any Credit Facility (including under the Finance Documents in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum an aggregate principal amount at any one time outstanding not to exceed €250 million minus the greater amount of (A) $200.0 million and (B) an amount such that after giving pro forma effect to the Incurrence any permanent repayments or prepayments of such Indebtedness and with the application proceeds of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus Asset Dispositions made in the case of any refinancing of any Indebtedness permitted under this accordance with Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio4.09; (ii) A. Guarantees (A)any guarantees by the Parent or any Restricted Subsidiary Guarantor of Indebtedness of the Parent Company or any Restricted Subsidiary, Subsidiary Guarantor so long as the Incurrence of Indebtedness by the Company or such Indebtedness Subsidiary Guarantor is permitted under the terms of this Indenture; orAgreement;

Limitation on Indebtedness. (a) The Parent Borrower will not, and the Borrower will not permit any of its Restricted Subsidiaries to, Incur create, incur, assume or suffer to exist any Indebtedness (including Acquired Indebtedness); provided, however, provided that the Parent Borrower and any Restricted Subsidiary may Incur incur Incurrence Test Indebtedness except that Restricted Subsidiaries that are not Guarantors may not incur Incurrence Test Indebtedness in an aggregate principal amount outstanding at any time exceeding $25,000,000 minus (including Acquired Indebtednesswithout duplication) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application aggregate outstanding amount of the proceeds thereofaggregate amount of Guarantee Obligations incurred under Section 10.1(d)(ii)(C)(1) and Section 10.1(d)(ii)(C)(2). Notwithstanding the foregoing, the Fixed Charge Coverage Ratio for limitations set forth in the Parent and its Restricted Subsidiaries would have been at least 2.0 immediately preceding paragraph shall not apply to 1.0.any of the following items: (a) Indebtedness arising under the Credit Documents; (b) subject to compliance with Section 4.01(a) will not prohibit the Incurrence 10.5, Indebtedness of the following Borrower or any Restricted Subsidiary owed to the Borrower or any Restricted Subsidiary; provided that all such Indebtedness of any Credit Party owed to any Person that is not a Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (“Permitted Debt”):c) Indebtedness in respect of any bankers’ acceptance, bank guarantees, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business (including (i) Indebtedness Incurred pursuant to any Credit Facility (including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement- type obligations regarding workers compensation claims, (ii) [reserved], (iii) any bank guarantees, US-DOCS\144294102.18 letters of credit or bankers’ acceptances issued similar facilities required by any Governmental Authority or created thereunder), and to satisfy any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed the greater of (A) $200.0 million governmental or regulatory requirements and (Biv) an amount such that after giving pro forma effect to the Incurrence of such Indebtedness any tenders, statutory obligations, surety and the application of the use of proceeds therefrom on such dateappeal bonds, the Consolidated Senior Secured Net Leverage Ratio of the Parent bids, leases, governmental contracts, performance and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus return-of-money bonds and other similar obligations incurred in the case ordinary course of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) business or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection consistent with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(ipast practices), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; or

Limitation on Indebtedness. (a) The Parent will Company shall not, and will shall not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent Company and any Restricted the Subsidiary Guarantors may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto thereof: (including pro forma application of 1) the proceeds thereof), the Fixed Charge Consolidated Coverage Ratio for the Parent Company and its Restricted Subsidiaries would have been is at least 2.0 2.00 to 1.0.1.00; and (b2) Section 4.01(a) will no Default or Event of Default shall have occurred or be continuing or would occur as a consequence of Incurring the Indebtedness or transactions relating to such Incurrence. The first paragraph of this covenant shall not prohibit the Incurrence of the following Indebtedness: (1) Indebtedness of the Company or its Restricted Subsidiaries Incurred pursuant to a Credit Facility, together with obligations outstanding under Qualified Receivables Transactions, in an aggregate amount up to the greater of (“Permitted Debt”):a) the Borrowing Base and (b) $1,200,000,000, less the aggregate principal amount of all principal repayments with the proceeds from Asset Dispositions utilized in accordance with clause 3(a) of Section 3.6 that permanently reduce the commitments thereunder; (2) Guarantees by the Company or Restricted Subsidiaries of Indebtedness Incurred in accordance with the provisions of the Indenture; provided that in the event such Indebtedness that is being Guaranteed is a Subordinated Obligation or a Guarantor Subordinated Obligation, then the related Guarantee shall be subordinated in right of payment to the Securities or the Subsidiary Guarantee, as the case may be; (3) Indebtedness of the Company owing to and held by any Restricted Subsidiary (other than a Receivables Entity) or Indebtedness of a Restricted Subsidiary (including any Purchase Money Note) owing to and held by the Company or any other Restricted Subsidiary (other than a Receivables Entity); provided, however, (a) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Securities; (b) if a Subsidiary Guarantor is the obligor on such Indebtedness and the Company or a Subsidiary Guarantor is not the obligee, such Indebtedness is subordinated in right of payment to the Subsidiary Guarantees of such Subsidiary Guarantor; and (i) any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than the Company or a Restricted Subsidiary (other than a Receivables Entity) of the Company; and (ii) any sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary (other than a Receivables Entity) of the Company; shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Subsidiary, as the case may be; (4) Indebtedness represented by (a) the Securities issued on the Issue Date, the Subsidiary Guarantees and the related exchange notes and exchange guarantees issued in a registered exchange offer pursuant to the Registration Rights Agreement, (b) any Indebtedness (other than the Indebtedness described in clauses (1), (2), (3), (6), (8), (9) and (10)) outstanding on the Issue Date and (c) any Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause (4) or clause (5) or Incurred pursuant to the first paragraph of this covenant; (5) Indebtedness of a Restricted Subsidiary Incurred and outstanding on the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred (a) to provide all or any Credit Facility portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company or (including b) otherwise in respect connection with, or in contemplation of, such acquisition); provided, however, that at the time such Restricted Subsidiary is acquired by the Company, the Company would have been able to Incur $1.00 of letters additional Indebtedness pursuant to the first paragraph of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed the greater of (A) $200.0 million and (B) an amount such that this covenant after giving pro forma effect to the Incurrence of such Indebtedness pursuant to this clause (5); (6) Indebtedness under Hedging Obligations that are Incurred in the ordinary course of business (and not for speculative purposes) (a) for the application purpose of fixing or hedging interest rate risk with respect to any Indebtedness Incurred without violation of the use Indenture; (b) for the purpose of proceeds therefrom fixing or hedging currency exchange rate risk with respect to any currency exchanges; or (c) for the purpose of fixing or hedging commodity price risk with respect to any commodities; (7) Indebtedness of the Company or any of its Restricted Subsidiaries represented by Capitalized Lease Obligations, Attributable Indebtedness, mortgage financings or purchase money obligations with respect to assets other than Capital Stock or other Investments, in each case Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvements of property used in the business of the Company or such Restricted Subsidiary, in an aggregate principal amount, including all Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (7), not to exceed $30.0 million at any time outstanding; (8) Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bid, performance, surety, appeal and similar bonds and completion guarantees provided by the Company or a Restricted Subsidiary in the ordinary course of business; (9) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the disposition of any business, assets or Capital Stock of a Restricted Subsidiary, provided that (A) such Indebtedness is not reflected on the balance sheet of the Company or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such date, balance sheet for purposes of this clause (A)) and (B) the Consolidated Senior Secured Net Leverage Ratio maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the Parent gross proceeds actually received by the Company and its Restricted Subsidiaries would in connection with such disposition; (10) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business and Indebtedness arising from automated clearing house transactions pursuant to agreements or overdrafts, controlled disbursement accounts and other electronic funds transfer in the ordinary course of business, provided, however, that in any such instance such Indebtedness is extinguished within five Business Days of Incurrence; (11) Indebtedness of a Permitted Joint Venture that is not a Restricted Subsidiary in an aggregate principal amount not to exceed $25.0 million at any time outstanding as calculated pursuant to the third paragraph of the definition of “Indebtedness”; and (12) In addition to the items referred to in clauses (1) through (11) above, Indebtedness of the Company and its Restricted Subsidiaries in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (12) and then outstanding, will not exceed 1.00 $50.0 million at any time outstanding. The Company shall not Incur any Indebtedness under the preceding paragraph if the proceeds thereof are used, directly or indirectly, to 1.00refinance any Subordinated Obligations of the Company unless such Indebtedness will be subordinated to the Securities to at least the same extent as such Subordinated Obligations. No Subsidiary Guarantor shall Incur any Indebtedness if the proceeds thereof are used, directly or indirectly, to refinance any Guarantor Subordinated Obligations of such Subsidiary Guarantor unless such Indebtedness shall be subordinated to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee to at least the same extent as such Guarantor Subordinated Obligations. No Restricted Subsidiary that is not a Subsidiary Guarantor may Incur any Indebtedness if the proceeds are used to refinance Indebtedness of the Company or any Subsidiary Guarantor. For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this covenant: (1) subject to clause (2) below, in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described above, the Company, in its sole discretion, will classify such item of Indebtedness on the date of Incurrence and only be required to include the amount and type of such Indebtedness in one of such clauses; (2) all Indebtedness outstanding on the date of this Indenture under the Senior Credit Facility shall be deemed initially Incurred on the Issue Date under clause (1) of the second paragraph of this covenant and not the first paragraph or clause (4) of the second paragraph of this covenant; (3) Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included; (4) if obligations in respect of letters of credit are Incurred pursuant to a Credit Facility and are being treated as Incurred pursuant to clause (1) of the second paragraph above and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included; (5) the principal amount of any Disqualified Stock of the Company or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor, shall be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (6) Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness; plus and (7) the amount of Indebtedness issued at a price that is less than the principal amount thereof shall be equal to the amount of the liability in respect thereof determined in accordance with GAAP. Accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Indebtedness and the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock shall not be deemed to be an Incurrence of Indebtedness for purposes of this covenant. The amount of any Indebtedness outstanding as of any date shall be (i) the accreted value thereof in the case of any refinancing Indebtedness issued with original issue discount and (ii) the principal amount or liquidation preference thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness. In addition, the Company shall not permit any of its Unrestricted Subsidiaries to Incur any Indebtedness or issue any shares of Disqualified Stock, other than Non-Recourse Debt. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this Section 4.01(b)(i) or any portion thereof3.3, the aggregate Company shall be in Default of this covenant). For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of feesIndebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, underwriting discountsin the case of term Indebtedness, premiums and other costs and expenses incurred or first committed, in connection with such refinancingthe case of revolving credit Indebtedness; provided that for purposes if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of determining such refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced; provided further that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be as provided in such Currency Agreement. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Company and Restricted Subsidiaries may Incur pursuant to this covenant shall not be Incurred under this Section 4.01(b)(i), all deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred under this Section 4.01(b)(i) to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be included calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence date of such Indebtedness is permitted under the terms of this Indenture; orrefinancing.

Limitation on Indebtedness. (a) The Parent With respect to any series of Securities, the Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtednessother than the Securities of such series, the Subsidiary Guarantees thereof and other Indebtedness existing on the Issue Date of the Securities of such series); provided, however, provided that the Parent and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio for the Parent Company and its Restricted Subsidiaries would have been at least 2.0 to 1.0. (b) Section 4.01(a) will not prohibit the Incurrence of the following may Incur Indebtedness (“Permitted Debt”): (i) Indebtedness Incurred pursuant to any Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder)if, and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed the greater of (A) $200.0 million and (B) an amount such that after giving pro forma effect to the Incurrence of such Indebtedness and the receipt and application of the use of proceeds therefrom on such datetherefrom, the Consolidated Senior Secured Net Leverage Ratio of the Parent Company would be positive and less than 5:1. Notwithstanding the foregoing, the Company and its Restricted Subsidiaries would may Incur each and all of the following: (1) Indebtedness under the Credit Agreement of up to $150 million aggregate principal amount outstanding at any time; (2) Indebtedness that the Company owes to any of its Wholly Owned Restricted Subsidiaries or that any of its Restricted Subsidiaries owe to the Company or any of its Wholly Owned Restricted Subsidiaries that is evidenced by a promissory note; provided that: (A) Indebtedness owed to the Company or a Subsidiary Guarantor shall be evidenced by an unsubordinated promissory note, (B) any event that causes any such Wholly Owned Restricted Subsidiary to no longer be a Wholly Owned Restricted Subsidiary or any transfer of any such Indebtedness to any Person other than the Company or one of its Wholly Owned Restricted Subsidiaries shall be deemed to be an Incurrence of Indebtedness not exceed 1.00 permitted by this Clause (2), and (C) if the Company or any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated in right of payment to 1.00; plus the Securities of such series, in the case of the Company, or the Subsidiary Guarantee thereof, in the case of a Subsidiary Guarantor, (3) Indebtedness issued in exchange for, or the net proceeds of which are used to refund, refinance, replace, renew, extend, defease or otherwise discharge (each, a "refinancing"), any then outstanding Indebtedness (other than any Indebtedness described in Clause (2) or (7) of this Section 1007), including any refinancing of any Indebtedness permitted under this Section 4.01(b)(ia refinancing; provided that: (A) or any portion thereof, the aggregate principal amount (or, if applicable, accreted value) of any refinancing Indebtedness does not exceed the aggregate principal amount (or accreted value) of the Indebtedness to be refinanced plus any premiums, accrued interest or dividends, consent fees, underwriting discounts, premiums defeasance costs and other costs fees and expenses incurred Incurred in connection with such refinancing; provided that for purposes , (B) if the Company or one of determining the amount of its Restricted Subsidiaries Incur Indebtedness to refinance Indebtedness that may is subordinated in right of payment to the Securities of such series or a Subsidiary Guarantee thereof, the refinancing Indebtedness must be Incurred under this Section 4.01(b)(i)made subordinate in right of payment to the Securities of such series or Subsidiary Guarantee thereof, all as applicable, at least to the same extent as the Indebtedness Incurred under this Section 4.01(b)(ito be refinanced, (C) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation as of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by date on which it is Incurred, the Parent or any Restricted Subsidiary of Indebtedness final Stated Maturity of the Parent or any Restricted Subsidiary, so long as the Incurrence of such refinancing Indebtedness is permitted under the terms of this Indenture; ornot earlier than:

Limitation on Indebtedness. The Guaranty Parties (other than Mail-Well) shall not, and shall not suffer or permit any Subsidiary to, create, incur, assume, suffer to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except: (a) The Parent will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that incurred pursuant to the Parent and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 to 1.0.Operative Agreements; (b) Section 4.01(aIndebtedness existing on the Closing Date and set forth in Schedule 5.5(b) will not prohibit the Incurrence of the following Indebtedness (“Permitted Debt”): (i) Indebtedness Incurred pursuant to any Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof extensions and Guarantees in respect renewals of such Indebtedness in a maximum aggregate principal amount at any time outstanding not on terms otherwise permitted pursuant to exceed the greater of (A) $200.0 million and (B) an amount such that after giving pro forma effect to the Incurrence of such Indebtedness and the application of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted SubsidiaryAgreement, so long as the Incurrence principal amount is not increased, additional collateral is not given and unsecured Indebtedness is not made secured Indebtedness; (c) Indebtedness secured by Xxxxx permitted by Section 5.1(j) in an aggregate amount outstanding not to exceed $15,000,000; (d) Indebtedness owing by any Guaranty Party to any other Guaranty Party (other than Mail-Well) (including Intercompany Subordinated Debt) that is not otherwise prohibited by this Agreement or any of the other Operative Agreements; MW 1997-1 Trust Guaranty Agreement (e) Indebtedness arising as a consequence of Investments permitted pursuant to Section 5.4(d); (f) Indebtedness of the Lessee and its Subsidiaries owing under the Senior Subordinated Note Documents; (g) Indebtedness owing under the Accounts Receivable Securitization Facility Documents and permitted under Section 5.2(c); (h) Indebtedness incurred pursuant to the Credit Facility Documents in an aggregate amount not to exceed $300,000,000; and Indebtedness incurred pursuant to the Equipment Lease Facility Documents, PROVIDED THAT the aggregate amount of all Indebtedness incurred pursuant to the Equipment Lease Facility Documents and all Indebtedness permitted under Section 5.6(a) does not exceed $60,000,000; (i) liabilities of the Lessee in respect of unfunded vested benefits under any Plan to the extent that the existence of such liabilities will not constitute, cause or result in a Default or Event of Default; (j) Indebtedness is owing under any seller financing arrangements to the extent otherwise permitted under the terms Sections 5.1 and 5.8; and (k) additional unsecured Indebtedness, so long as no Default or Event of this Indenture; orDefault exists or arises as a result of borrowing thereunder.

Limitation on Indebtedness. (aA) The Parent Holdings will not, and will not permit any of its the Restricted Subsidiaries to, Incur create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness arising under the Loan Documents; (b) Indebtedness of (i) any Loan Party to another Loan Party, (ii) of any Non-Subsidiary Loan Party to any other Non-Subsidiary Loan Party and (iii) subject to Section 6.05(g), Indebtedness of any Non-Subsidiary Loan Party to any Loan Party; (c) Indebtedness in respect of any bankers’ acceptance (other than a bankers’ acceptance issued in respect of borrowed money), letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business; (d) except as provided in clause (j) below, subject to compliance with Section 6.05(g), Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness of Holdings or other Restricted Subsidiaries that is permitted to be incurred under this Agreement and (ii) Holdings in respect of Indebtedness of the Restricted Subsidiaries that is permitted to be incurred under this Agreement; provided that there shall be no Guarantee (a) by any Restricted Subsidiary that is not a Guarantor of any Indebtedness of a Borrower or any Guarantor and (b) in respect of Indebtedness under the Existing Senior Notes and the Existing Senior Subordinated Notes and Permitted Additional Notes (and, in each case, any Permitted Refinancing thereof), unless such Guarantee is made by a Guarantor and such Guarantee is unsecured; provided, further, that in the event such Guarantee Obligations are incurred in respect of Subordinated Indebt- edness, then such Guarantee Obligation shall be subordinated to the right of payment of the Obligations at least to the same extent; (e) Guarantee Obligations incurred in the ordinary course of business in respect of obligations of suppliers, customers, franchisees, lessors and licensees; (f) (i) Indebtedness (including Acquired Indebtedness); providedIndebtedness arising under Capital Leases) incurred within 270 days before or after the acquisition, howeverconstruction or improvement of fixed or capital assets to finance the acquisition, construction or improvement of such fixed or capital assets or otherwise incurred in respect of Capital Expenditures (it being understood that the Parent Canadian Borrower may determine in good faith the purpose for which Indebtedness was incurred), (ii) Indebtedness arising under Capital Leases and (iii) any Restricted Subsidiary may Incur refinancing, refunding, renewal or extension of any Indebtedness under this clause (f), provided that (i) the principal amount thereof (not including Acquired Indebtednessany reasonable prepayment premiums, fees, costs and expenses) if is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension, except to the extent otherwise permitted hereunder; provided that the aggregate amount of Indebtedness incurred pursuant to this clause (f) shall not exceed $150.0 million at any time outstanding; (g) Indebtedness outstanding on the date hereof and listed on Schedule 6.01 (other than as set forth in clause (p) below) and any refinancing, refunding, renewal or extension thereof; provided that (i) the principal amount thereof (not including any reasonable prepayment premiums, fees, costs and expenses) is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension, except to the extent otherwise permitted hereunder and (ii) the direct and contingent obligors with respect to such Indebtedness are not changed; (h) Indebtedness in respect of such Incurrence Swap Agreements entered into for bona fide (non-speculative) business purposes; (i) (a) Indebtedness of the Borrowers and the Guarantors not otherwise permitted under this Section 6.01; provided that (i) both immediately prior to and after giving effect thereto, no Default or Event of Default shall exist or result therefrom, (ii) Holdings shall, on a pro forma basis after giving effect thereto (including pro forma to the incurrence and application of the proceeds thereof)of such Indebtedness, be in compliance with the Financial Performance Covenant, (iii) as of the date any such Indebtedness is incurred, on a pro forma basis after giving effect to the incurrence and application of the proceeds of such Indebtedness, the Fixed Charge Coverage Total Leverage Ratio for the Parent Test Period immediately preceding such date shall be less than or equal to 7.00 to 1.00, (iv) in the case of Indebtedness that is secured equally and its Restricted Subsidiaries would have been at least 2.0 ratably with the Obligations, on a pro forma basis after giving effect to 1.0. the incurrence and application of the proceeds of such Indebtedness, the Senior Secured Leverage Ratio shall be less than or equal to 4:00 to 1:00, and (v) in the case of Indebtedness that is subordinated in lien priority to the Obligations, on a pro forma basis after giving effect to the incurrence and application of the proceeds of such Indebtedness, the Senior Secured Leverage Ratio shall be less than or equal to 5:00 to 1:00 and (b) Section 4.01(a) will not prohibit the Incurrence of the following Indebtedness (“any Permitted Debt”):Refinancing thereof; (i) Indebtedness Incurred pursuant of a Person or Indebtedness attaching to any Credit Facility (including assets of a Person that, in respect of letters of credit or bankers’ acceptances issued or created thereunder)either case, and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in becomes a maximum aggregate principal amount at any time outstanding not to exceed the greater of (A) $200.0 million and (B) an amount such that after giving pro forma effect to the Incurrence of such Indebtedness and the application of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by the Parent or any Restricted Subsidiary of or Indebtedness of the Parent attaching to assets that are acquired by Holdings or any Restricted Subsidiary, in each case after the Closing Date as the result of a Permitted Acquisition, so long as (1) both immediately prior to and after giving effect thereto, no Default or Event of Default shall exist or result therefrom and (2) Holdings shall, on a pro forma basis after giving effect to the incurrence and application of proceeds of such Indebtedness, be in compliance with the Financial Performance Covenant; provided that (w) such Indebtedness existed at the time such Person became a Restricted Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof, (x) such Indebtedness is not guaranteed in any respect by Holdings or any Restricted Subsidiary (other than by any such person that so becomes a Restricted Subsidiary) and other than with respect to Indebtedness in an aggregate amount not to exceed the Guarantee and Collateral Exception Amount at such time (y)(A) the capital stock of such Person is pledged to the Administrative Agent, as applicable, to the extent required under Section 5.10 and (B) such Person executes a supplement to each of the Guarantee, the Security Agreements and the Pledge Agreements (or alternative guarantee and security arrangements in relation to the Obliga- tions reasonably acceptable to the Administrative Agent, as applicable) to the extent required under Section 5.10 and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above; provided that, except to the extent otherwise permitted hereunder, (x) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding (other than increases to cover any reasonable prepayment premiums, fees, costs and expenses) immediately prior to such refinancing, refunding, renewal or extension and (y) the direct and contingent obligors with respect to such Indebtedness are not changed, except to the extent otherwise permitted hereunder; (k) [Reserved]; (l) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations not in connection with money borrowed, in each case provided in the ordinary course of business, including those incurred to secure health, safety, environmental and regulatory obligations in the ordinary course of business; (i) Indebtedness incurred in connection with any Permitted Sale Leaseback (provided that the Net Cash Proceeds thereof are promptly applied to the extent required by Section 2.12(c)) and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above; provided that, except to the extent otherwise permitted hereunder, (x) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding (not including any reasonable prepayment premiums, fees, costs and expenses) immediately prior to such refinancing, refunding, renewal or extension and (y) the direct and contingent obligors with respect to such Indebtedness are not changed; (n) additional Indebtedness; provided that the aggregate amount of Indebtedness incurred and remaining outstanding pursuant to this clause (n) shall not at any time exceed $100.0 million at any time outstanding; (o) Indebtedness (including Indebtedness arising under Capital Leases) incurred in connection with project financings and export credit financings (it being understood that the Canadian Borrower may determine in good faith the purpose for which Indebtedness was incurred) and any refinancing, refunding, renewal or extension of any such Indebtedness; provided that the aggregate amount of Indebtedness incurred pursuant to this clause (o) shall not exceed $700.0 million at any time outstanding; (p) Indebtedness in respect of the Existing Senior Notes and the Existing Senior Subordinated Notes and any Permitted Refinancing of the Existing Senior Notes or the Existing Senior Subordinated Notes; provided that with respect to any Permitted Refinancing of the Existing Senior Subordinated Notes, clause (c) of the definition of “Permitted Refinancing” need not be satisfied if, (i) on a pro forma basis after giving effect to the incurrence and application of proceeds of such Permitted Refinancing Indebtedness, the Total Leverage Ratio for the Test Period immediately preceding such date shall be less than or equal to 7.00 to 1.00 or (ii) the amount of the Permitted Refinancing Indebtedness in respect of the Existing Senior Subordinated Notes shall not exceed the Applicable Amount; provided, further, that with respect to any Permitted Refinancing of the Existing Senior Notes or the Existing Senior Subordinated Notes, clause (b) of the definition of “Permitted Refinancing” need not be satisfied if such modified, refinanced, refunded, renewed or extended Indebtedness has a Weighted Average Life to Maturity equal to or longer than the Weighted Average Life to Maturity of the Term B Loans giving effect to the springing maturity date set forth in clause (c) of the definition of “Term B Loan Maturity Date” corresponding to the Permitted Refinancing Indebtedness described in this proviso; (i) Indebtedness consisting of Mezzanine Securities issued pursuant to Section 6.12(h)(a) (or existing on the Closing Date), (ii) Indebtedness consisting of a note not to exceed $150,000,000 in initial principal amount to be issued by the Canadian Borrower to Red Isle Private Investments Inc., a subsidiary of PSP (the “PSP Note”), in connection with the PSP Note Transaction plus any accrued interest thereon and (iii) any refinancings of the foregoing so long as (x) the principal amount of such refinancing shall not exceed the principal amount of such Mezzanine Securities or PSP Note, as applicable, being refinanced together with any accrued interest and fees (including any amendment or consent fees thereon) and (y) such refinancing shall, as determined by the Canadian Borrower in good faith, have terms material to the inter- ests of the Lender no materially less advantageous to the Lenders than the existing terms of the such Mezzanine Securities or PSP Note, as applicable, being refinanced; and (r) Indebtedness in respect of Permitted Additional Notes to the extent that the Net Cash Proceeds therefrom are applied to the prepayment of Term Loans in accordance with Section 2.12(c); provided that clause (i)(1) of the definition of Permitted Additional Notes need not be satisfied so long as the Incurrence springing maturity set forth in clause (c) of the definition of “Revolving Facility Maturity Date”, “Term A Loan Maturity Date” and “Term B Loan Maturity Date” applies with respect to such Permitted Additional Notes. (B) The Loan Parties will not issue any Disqualified Capital Stock except to the extent it is treated as Indebtedness is and otherwise permitted under the terms of this Indenture; orSection 6.01.

Limitation on Indebtedness. (a) The Parent will Company shall not, and will shall not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent Company and any Restricted the Subsidiary Guarantors may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto thereof: (including pro forma application of 1) the proceeds thereof), the Fixed Charge Consolidated Coverage Ratio for the Parent Company and its Restricted Subsidiaries would have been is at least 2.0 2.50 to 1.0.1.00; and (b2) no Default or Event of Default will have occurred and be continuing or would occur as a consequence of Incurring the Indebtedness or transactions relating to such Incurrence. The first paragraph of this Section 4.01(a) 3.3 will not prohibit the Incurrence of the following Indebtedness (“Permitted Debt”):Indebtedness: (i1) Indebtedness of the Company or a Subsidiary Guarantor Incurred pursuant to any a Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum an aggregate principal amount at any time outstanding not to exceed the greater of (Aa) $200.0 150.0 million and (Bb) 30% of Adjusted Consolidated Net Tangible Assets; (2) Guarantees by the Subsidiary Guarantors of Indebtedness Incurred in accordance with the provisions of this Indenture; provided that in the event such Indebtedness that is being Guaranteed is a Subordinated Obligation or a Guarantor Subordinated Obligation, then the related Guarantee shall be subordinated in right of payment to the Securities or the Subsidiary Guarantee, as the case may be; (3) Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Company or any Restricted Subsidiary, provided, however; (a) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Securities; (b) if a Subsidiary Guarantor is the obligor on such Indebtedness and the Company or a Subsidiary Guarantor is not the obligee, such Indebtedness is subordinated in right of payment to the Subsidiary Guarantees of such Subsidiary Guarantor; and (i) any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than the Company or a Restricted Subsidiary of the Company; and (ii) any sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary of the Company, shall be deemed, in each case, to constitute an amount Incurrence of such Indebtedness by the Company or such Subsidiary, as the case may be; (4) Indebtedness represented by (a) the Securities issued on the Issue Date, the Subsidiary Guarantees and the Exchange Securities and Exchange Guarantees issued in a registered Exchange Offer pursuant to the Registration Rights Agreement, (b) any Indebtedness (other than the Indebtedness described in clauses (1), (2), (3), (6), (8), (9) and (10)) outstanding on the Issue Date and (c) any Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause (4), clause 5 or clause (11) or Incurred pursuant to the first paragraph of this Section 3.3; (5) Indebtedness of a Restricted Subsidiary Incurred and outstanding on the date on which such Restricted Subsidiary was acquired by, or merged into, the Company or any Restricted Subsidiary (other than Indebtedness Incurred (a) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary Guarantor became a Restricted Subsidiary or was otherwise acquired by the Company or (b) otherwise in connection with, or in contemplation of, such acquisition); provided, however, that after at the time such Restricted Subsidiary is acquired by the Company, the Company would have been able to Incur $1.00 of additional Indebtedness pursuant to the first paragraph of this Section 3.3 giving pro forma effect to the Incurrence of such Indebtedness pursuant to this clause (5); (6) Indebtedness under Hedging Obligations that are Incurred in the ordinary course of business (and not for speculative purposes) (a) for the application purpose of fixing or hedging interest rate risk with respect to any Indebtedness Incurred without violation of this Indenture; (b) for the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges; or (c) for the purpose of fixing or hedging commodity price risk with respect to any commodities; (7) the Incurrence by the Company or any of its Subsidiary Guarantors of Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations or other Indebtedness, in each case Incurred for the purpose of financing all or any part of the use purchase price or cost of proceeds therefrom on such date, construction or improvements of property used in the Consolidated Senior Secured Net Leverage Ratio business of the Parent Company or such Subsidiary Guarantor, and Attributable Indebtedness, in an aggregate principal amount not to exceed $10.0 million at any time outstanding; (8) Indebtedness Incurred in respect of workers’ compensation claims, self-insurance obligations, performance, surety and similar bonds and completion guarantees provided by the Company or a Restricted Subsidiary in the ordinary course of business; (9) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the disposition of any business, assets or Capital Stock of a Restricted Subsidiary, provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Company and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in connection with such disposition; (10) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within five business days of Incurrence; and (11) in addition to the items referred to in clauses (1) through (10) above, Indebtedness of the Company and its Subsidiary Guarantors in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (11) (including any refinancing of Refinancing Indebtedness incurred under clause (4) above with respect to such indebtedness) and then outstanding, will not exceed $25.0 million at any time outstanding. The Company will not Incur any Indebtedness permitted pursuant to clause (11) above if the proceeds thereof are used, directly or indirectly, to refinance any Subordinated Obligations of the Company unless such Indebtedness will be subordinated to the Securities to at least the same extent as such Subordinated Obligations. No Subsidiary Guarantor will Incur any indebtedness if the proceeds thereof are used, directly or indirectly, to refinance any Guarantor Subordinated Obligations of such Subsidiary Guarantor unless such Indebtedness will be subordinated to the obligations of such Subsidiary Guarantor under this Section 4.01(b)(iits Subsidiary Guarantee to at least the same extent as such Guarantor Subordinated Obligations. No Restricted Subsidiary (other than a Subsidiary Guarantor) or may Incur any portion thereof, Indebtedness if the aggregate amount proceeds are used to refinance Indebtedness of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for the Company. For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this Section 3.3: (1) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in the first and second paragraphs of this Section 3.3, the Company, in its sole discretion, will classify such item of Indebtedness on the date of Incurrence and, subject to clause (2) below, may later classify such item of Indebtedness in any manner that complies with this Section 3.3 and only be required to include the amount and type of such Indebtedness in one of such clauses; (2) all Indebtedness outstanding on the date of this Indenture under the Senior Secured Credit Agreement shall be deemed initially Incurred on the Issue Date under clause (1) of the second paragraph of this Section 3.3 and not the first paragraph or clause (4) of the second paragraph of this Section 3.3; (3) Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included; (4) if obligations in respect of letters of credit are Incurred pursuant to a Credit Facility and are being treated as Incurred pursuant to clause (1) of the second paragraph above and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included; (5) the principal amount of any Disqualified Stock of the Company or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (6) Indebtedness permitted by this Section 3.3 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 3.3 permitting such Indebtedness; and (7) the amount of Indebtedness issued at a price that may is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP. Accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Indebtedness and the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock will not be deemed to be an Incurrence of Indebtedness for purposes of this Section 3.3. In addition, the Company will not permit any of its Unrestricted Subsidiaries to Incur any Indebtedness other than Non-Recourse Debt. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this Section 4.01(b)(i)3.3, all Indebtedness Incurred under the Company shall be in Default of this Section 4.01(b)(i) 3.3). For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be included calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the amount case of Consolidated Senior Secured Net Leverage used term Indebtedness, or first committed, in the calculation case of revolving credit Indebtedness; provided that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by applicable U.S. dollar-denominated restriction to be exceeded if calculated at the Parent or any Restricted Subsidiary relevant currency exchange rate in effect on the date of Indebtedness of the Parent or any Restricted Subsidiarysuch refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the Incurrence principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness is permitted under the terms being refinanced. Notwithstanding any other provision of this Indenture; orSection 3.3, the maximum amount of Indebtedness that the Company may Incur pursuant to this Section 3.3 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

Limitation on Indebtedness. (a) The Parent Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent Company and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and if, after giving pro forma effect thereto (including pro forma application of the proceeds thereof), “Coverage Ratio Exception”): (1) the Fixed Charge Consolidated Coverage Ratio for the Parent Company and its Restricted Subsidiaries would have been is at least 2.0 2.00 to 1.0.1.00; and (b2) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of Incurring the Indebtedness or transactions relating to such Incurrence. The first paragraph of this Section 4.01(a) 4.10 will not prohibit the Incurrence of the following Indebtedness (“Permitted DebtIndebtedness”): (i1) Indebtedness of the Company or any Restricted Subsidiary Incurred pursuant to any the Senior Credit Facility Facilities (including in respect of with letters of credit being deemed to have a principal amount equal to the maximum potential liability thereunder to the Company and its Restricted Subsidiaries) or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness a Qualified Receivables Transaction in respect thereof and Guarantees in respect of such Indebtedness in a maximum an aggregate principal amount Incurred pursuant to this clause (1) at any time outstanding not to exceed $4,000.0 million, less the aggregate principal amount of all principal repayments with the proceeds from Asset Dispositions utilized in accordance with clause (3)(a)(i) of the first paragraph of Section 4.15 that permanently reduce the commitments thereunder; (2) Guarantees by the Company or any Subsidiary Guarantor of Indebtedness Incurred in accordance with the provisions of this Indenture or existing on the Issue Date, or Guarantees by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary Incurred in accordance with the provisions of this Indenture; provided that in the event such Indebtedness that is being Guaranteed by the Company or a Subsidiary Guarantor is a Subordinated Obligation or a Guarantor Subordinated Obligation relative to the Note Guarantees, then the related Guarantee shall be subordinated in right of payment to the Notes or a Note Guarantee, as the case may be; (3) Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Company or any other Restricted Subsidiary; provided, however, (i) any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than the Company or a Restricted Subsidiary of the Company; and (ii) any sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary of the Company; shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Subsidiary, as the case may be, not permitted by this clause (3); (4) Indebtedness represented by (a) the Notes issued on the Issue Date and the Note Guarantees and the 2020 Notes and the Guarantees thereof, and (b) any Indebtedness (other than the Indebtedness described in clauses (1), (2), (3), (5), (7), (8), (9), (10) and (17)) outstanding on the Issue Date; (5) Indebtedness under Hedging Obligations that are Incurred in the ordinary course of business (and not for speculative purposes) (1) for the purpose of fixing or hedging interest rate risk with respect to any Indebtedness Incurred without violation of this Indenture, provided that the notional principal amount of such Hedging Obligations at the time Incurred does not exceed the principal amount of the Indebtedness to which such Hedging Obligations relate; or (2) for the purpose of fixing or hedging currency exchange rate risk, provided that the underlying Currency Agreements with respect to such Hedging Obligations do not increase the Indebtedness of the Company and its Restricted Subsidiaries outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder; (6) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness with respect to property or other assets other than Capital Stock or other Investments, in each case to the extent Incurred for the purpose of financing or refinancing all or any part of the purchase price or cost of acquisition, construction or improvements of property or other assets used or useful in the business of the Company or any of its Restricted Subsidiaries, in an aggregate principal amount not to exceed at any time outstanding the greater of (Aa) $200.0 250.0 million and (Bb) 7.5% of Total Tangible Assets at that time; (7) Indebtedness Incurred in respect of workers’ compensation claims, self-retention or self-insurance obligations, unemployment insurance, performance, release, appeal, surety and similar bonds and related reimbursement obligations and completion guarantees or similar instruments provided or Incurred by the Company or a Restricted Subsidiary in the ordinary course of business and obligations in connection with participation in government reimbursement or other programs or other similar requirements (in each case, other than for an obligation for money borrowed); (8) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, contribution, earnout, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the acquisition or disposition of any business, assets or Capital Stock of a Restricted Subsidiary; provided that any amount of such obligations included on the face of the balance sheet of the Company or any Restricted Subsidiary shall not be permitted under this clause (8); (9) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, however, that after giving such Indebtedness is extinguished within five Business Days of Incurrence; (10) shares of Preferred Stock of a Restricted Subsidiary issued to the Company or another Restricted Subsidiary; provided that any subsequent transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of Preferred Stock not permitted by this clause (10); (11) Indebtedness of the Company or a Restricted Subsidiary to the extent the net proceeds thereof are promptly deposited to effect defeasance or covenant defeasance of the Notes pursuant to Sections 8.02, 8.03 and 8.04 or to effect discharge of this Indenture pursuant to Section 8.01, so long as the other conditions thereunder have been satisfied in full; (12) Refinancing Indebtedness with respect to Indebtedness Incurred pursuant to the Coverage Ratio Exception or pursuant to this clause (12) or Incurred or referred to in clause (4) above, and Indebtedness represented by the Notes, the 2020 Notes and any Guarantees in respect thereof; (13) Guarantees given by the Company or any Restricted Subsidiary in respect of Indebtedness of any Special Purpose Licensed Entity which obligations, when aggregated with the aggregate amount of all then outstanding Investments made under clause (12) of the definition of “Permitted Investment,” do not exceed $150.0 million at any time outstanding; (14) (a) Indebtedness, including Acquired Indebtedness, of the Company or any Subsidiary Guarantor incurred in connection with, or in anticipation or contemplation of, an acquisition or merger by the Company or such Subsidiary Guarantor of property used or useful in a Permitted Business (whether through the direct purchase of assets or the purchase of Capital Stock of, or merger or consolidation with, any Person owning such assets); provided that the Consolidated Coverage Ratio for the Company and its Restricted Subsidiaries determined on a pro forma effect to basis for the Incurrence of such Indebtedness (and the application of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(itherefrom), all Indebtedness Incurred under this Section 4.01(b)(ieither (A) shall be included in the amount of would have been at least 2.00 to 1 or (B) would have been greater than such Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence of Coverage Ratio immediately prior to such Indebtedness is permitted under the terms of this Indentureacquisition; orand

Limitation on Indebtedness. Create, issue, incur, assume, become liable in respect of or suffer to exist any Indebtedness except: (a) The Parent will not, Indebtedness of any Loan Party pursuant to this Agreement and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 to 1.0.other Credit Documents; (b) Section 4.01(aIndebtedness owed to any financial institution in respect of overdrafts and related liabilities arising from treasury, depository or cash management services or in connection with any automated clearing house transfers of funds; (c) will (i) Indebtedness (including Guarantee Obligations) outstanding on January 31, 2008 and listed on Schedule 6.1(c) annexed to the Existing Facility Credit Agreement, (ii) Indebtedness under the Blue Spruce Refinancing Facility and the Xxxxxxx Refinancing Facility, and (iii) any Refinancing of any such Indebtedness referred to in clauses (i) and (ii), provided that as a result of any such Refinancing (x) the principal amount of such Indebtedness shall not prohibit be increased (except by the Incurrence amount of premiums, penalties, accrued and unpaid interest and fees and expenses associated with such Refinancing) (it being understood that a Guarantee Obligation without a stated principal amount or dollar limitation shall not be subject to the requirement of this clause (i) so long as any Refinancing of such Guarantee Obligations shall be in respect of obligations of substantially the same nature arising with respect to the same project of the following Borrower and its Subsidiaries), and (y) the final maturity of such Indebtedness shall not be shortened; (“Permitted Debt”):d) Indebtedness of (i) the Borrower to any Subsidiary of the Borrower, (ii) any Guarantor to the Borrower or any other Subsidiary of the Borrower, and (iii) any Subsidiary of the Borrower that is not a Guarantor to any other Subsidiary of the Borrower that is not a Guarantor; provided that if any intercompany Indebtedness owed to the Borrower or any Subsidiary of the Borrower by any Subsidiary of Calpine Energy Services Holdings, Inc. listed on Schedule 1.1F annexed to the Existing Facility Credit Agreement shall be represented by an intercompany note or notes, such note or notes owed to any Loan Party shall be pledged in favor of the Collateral Agent, for the benefit of the Lenders, pursuant to the Security Documents; (e) endorsements of instruments in the ordinary course of business and consistent with past practices of the Borrower and its Subsidiaries; (f) Indebtedness of any Global Entity arising in the ordinary course of business (and consistent with past practice of the Borrower and its Subsidiaries) of such Global Entity and owing with respect to netting agreements; provided that such Indebtedness is promptly repaid or otherwise extinguished by such Global Entity; (g) Indebtedness of any Global Entity consisting of the financing of insurance premiums in the ordinary course of business (and consistent with past practices of the Borrower and its Subsidiaries); (h) Indebtedness of any Global Entity consisting of take-or-pay obligations contained in supply agreements entered into in the ordinary course of business of such Global Entity (and consistent with past practices of the Borrower and its Subsidiaries); (i) Indebtedness Incurred represented by appeal, bid, performance, surety or similar bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the account of any Global Entity, in each case to the extent incurred in the ordinary course of business in accordance with customary industry practices in amounts customary in the Borrower’s industry; (i) Commodity Hedge Agreements and other Swap Agreements that are entered into (x) in the ordinary course of business for a merchant energy company which has a primary focus on operating and optimizing its physical assets and providing related energy products to its customers and consistent with prudent business practice to actively manage risks to which the Borrower and its Subsidiaries are exposed in the conduct of their business or the management of their liabilities and (y) consistent with applicable risk management guidelines established by the Borrower from time to time and made available for review to the Agent on or around the time of delivery of the quarterly financial statements of the Borrower and its consolidated Subsidiaries pursuant to Section 5.01 hereof and (ii) in connection with Swap Agreements entered into with VMAC Energy I, LLC, associated reimbursement obligations, including with respect to letters of credit, to providers of credit support for such Swap Agreements in amounts not exceeding the notional amount of the Indebtedness outstanding under such Swap Agreements; (k) intercompany Indebtedness of any Subsidiary of the Borrower to the Borrower or any other Subsidiary of the Borrower not to exceed the amount of the Incremental Term Loans made to the Borrower pursuant to the Existing Facility Credit Facility Agreement or the Junior Lien Indebtedness permitted to be incurred under Section 6.01(y), in each case for the purposes and subject to the requirements set forth therein; provided that if such intercompany Indebtedness shall be represented by an intercompany note or notes, such note or notes owed to any Loan Party shall be pledged in favor of the Collateral Agent, for the benefit of the Lenders, pursuant to the Security Documents (including it being understood that any such Indebtedness of one Subsidiary representing the same amount that is loaned by such Subsidiary to the Borrower or another Subsidiary for such purposes shall not be “double counted” under this clause (k)); (l) intercompany Indebtedness of any Subsidiary of the Borrower to the Borrower or any other Subsidiary of the Borrower consisting of the Investments permitted under Sections 6.06(c), (h), (i), (k), (m) and (n); provided that if such intercompany Indebtedness shall be represented by an intercompany note or notes, such note or notes owed to any Loan Party shall be delivered to the Collateral Agent (it being understood that any such Indebtedness of one Subsidiary representing the same amount that is loaned by such Subsidiary to the Borrower or another Subsidiary for such purposes shall not be “double counted” under this clause (l)); (i) Indebtedness of the Borrower in respect of the Bridge Loan Facility in an aggregate principal amount not to exceed $300,000,000 and (ii) Guarantee Obligations of any Subsidiary of the Borrower in respect of such Indebtedness, and (iii) any Permitted Refinancing thereof; (n) Indebtedness with respect to (i) any Eligible Commodity Hedge Financing and (ii) any Unsecured Commodity Liquidity Facility; (o) Guarantee Obligations incurred in the ordinary course of business and consistent with past practices of the Borrower in respect of the obligations of any Guarantor incurred in the ordinary course of business of such Guarantor, or of any Guarantor of the obligations of the Borrower or any other Guarantor; (p) Guarantee Obligations (including the issuance of letters of credit credit) set forth on Schedule 6.1(p) to the Existing Facility Credit Agreement to the extent, for the purpose and up to the amount set forth on such Schedule (it being understood that amounts allocated to a Project set forth on such Schedule but not utilized on account of such Project may be utilized with respect to the other Projects set forth on such Schedule); (q) Guarantee Obligations of the Borrower and its Subsidiaries in the form of Performance Guarantees in respect of Projects for which Project Investments are permitted under Section 6.06(m); provided that (i) the terms of any such Guarantee Obligation shall be consistent with past practices of the Borrower and its Subsidiaries, and (ii) in no event shall any such Guarantee Obligation be secured by Collateral; (r) (i) Capital Lease Obligations and (ii) Indebtedness of the Borrower or bankers’ acceptances issued any Subsidiary incurred to finance all or any part of the acquisition, lease, construction, installation or improvement of any assets, and any refinancing, replacement, refunding, renewal or extension of any such Indebtedness without any increase thereof, so long as such Indebtedness is initially created, issued, incurred or assumed prior to or within the ninety (90) days after the completion of such acquisition, lease, construction, installation or improvement in an aggregate amount not to exceed $150,000,000 at any one time outstanding; (s) Indebtedness incurred by the Borrower or any of its Subsidiaries in the ordinary course of business of the Borrower or such Subsidiary to any vendor of assets to finance the acquisition of such assets so long as the only recourse of such vendor is to the assets so financed; (i) [Reserved], (ii) Indebtedness of the Borrower in respect of any other Subordinated Indebtedness, so long as (w) at the time of incurrence thereof the Borrower and its Restricted Subsidiaries shall be in pro forma compliance with the covenants set forth in Section 6.17 immediately after giving effect to the incurrence of such Indebtedness, (x) the terms and conditions of such Indebtedness set forth in the Subordinated Indebtedness Agreement shall not be more restrictive than the terms and conditions set forth in this Agreement, (y) the maturity date of such Indebtedness shall not occur earlier than six months after the Stated Maturity and (z) immediately prior to and immediately after giving effect to the incurrence of such Indebtedness, no Default or Event of Default shall have occurred and be continuing, (iii) Guarantee Obligations of any Guarantor in respect of such Indebtedness described in the foregoing clauses (i) and (ii), provided that such Guarantee Obligations and the Liens in respect thereof are subordinated to the Obligations and the Liens in respect hereof to the same extent as the obligations of the Borrower in respect of the Subordinated Indebtedness or Junior Lien Indebtedness, as the case may be, and the Liens in respect thereof and (iv) any Permitted Refinancing of such Indebtedness described in the foregoing clauses (i), (ii) and (iii); (u) Limited Recourse Debt with respect to any Project or Projects and Guarantee Obligations consisting of Performance Guarantees in respect of the obligations of Subsidiaries in respect of such Project or Projects; provided that (i) the terms of any such Guarantee Obligation shall be generally consistent with past practices of the Borrower and its Subsidiaries, and (ii) in no event shall any such Guarantee Obligation be secured; (v) Indebtedness of any Person that becomes a Subsidiary after the date hereof pursuant to (x) a Permitted Acquisition or (y) an Investment permitted under Section 6.06(s) which is recourse only to the assets acquired pursuant to such Investment and, after giving effect to such Investment, the Borrower and its Restricted Subsidiaries are in pro forma compliance with Section 6.17 (provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created thereunderin contemplation of or in connection with such Person becoming a Subsidiary), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of any such Indebtedness, provided that (i) the principal amount of such Indebtedness in a maximum aggregate principal shall not be increased (except by the amount at any time outstanding not to exceed the greater of (A) $200.0 million premiums, penalties, accrued and unpaid interest, and fees and expenses associated with such Refinancing), and (Bii) an amount such that after giving pro forma effect to the Incurrence final maturity of such Indebtedness and the application of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would shall not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratioshortened; (iiw) A. Guarantees by intercompany Indebtedness of Subsidiaries which have not emerged from the Parent Cases to the Borrower or any Restricted Subsidiary of Indebtedness of its Subsidiaries (other than other Subsidiaries which have not emerged from the Parent or any Restricted Subsidiary, so long as Cases) to the Incurrence of extent such Indebtedness is permitted under Section 6.06(r); provided that upon emergence of any such Subsidiary from its Case, the Indebtedness owed to any such Subsidiary shall have been repaid in full; (i) senior unsecured Indebtedness of the Global Entities, so long as (w) at the time of incurrence thereof the Borrower and its Restricted Subsidiaries shall be in pro forma compliance with the covenants set forth in Section 6.17 immediately after giving effect to the incurrence of such Indebtedness, (x) the terms and conditions of such Indebtedness set forth in the agreement governing such Indebtedness shall not be more burdensome than the terms and conditions set forth in this Indenture; orAgreement, (y) the maturity date of such Indebtedness shall not occur less than six months after the Stated Maturity, (z) immediately prior to and immediately after giving effect to the incurrence of such Indebtedness, no Default or Event of Default shall have occurred and be continuing, (ii) any Permitted Refinancing of such Indebtedness and (iii) Disqualified Capital Stock of the Global Entities;

Limitation on Indebtedness. (a) The Parent Guarantor will not, and will not permit any of its Restricted Subsidiaries to, Incur directly or indirectly, incur, create, assume, guarantee or in any other manner become directly or indirectly liable or responsible for the payment of, any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness, unless at the time of such event (a) (i) any such Indebtedness (other than Senior Indebtedness of the Guarantor and Senior Indebtedness of the Issuer) has no sinking fund or amortization payment date or final maturity date prior to the Stated Maturity of the Notes and (ii) in the case of Indebtedness subordinated in right of payment to the Notes or the Guarantees thereof, the instrument evidencing such Indebtedness shall include subordination provisions substantially similar to those set forth in Articles Thirteen and Fourteen subordinating such Indebtedness to the Notes and the Guarantees, as the case may be, to the same extent as if the Notes were Senior Indebtedness of the Issuer and the Guarantees were Senior Indebtedness of the Guarantor, in each case, with respect to such Indebtedness and (b) after giving effect thereto and to any acquisition being financed through the incurrence of such Indebtedness (including Acquired Indebtedness)) on a pro forma basis, either (i) the ratio expressed as a percentage of (A) the Indebtedness of the Guarantor and its Restricted Subsidiaries to (B) the sum of (1) the Oil and Gas Reserve Estimate with respect to the Guarantor and the Restricted Subsidiaries plus (2) the value of the Guarantor's direct or indirect percentage ownership in publicly-held Subsidiaries (other than its Restricted Subsidiaries) engaged in oil and gas exploration, development, production or transportation and, without duplication, the Special Subsidiaries, in each case based upon the Average Quoted Price of the common stock of such Subsidiaries or Special Subsidiaries, shall not be greater than 40% or (ii) the ratio expressed as a percentage of (A) the Indebtedness of the Guarantor and its Restricted Subsidiaries to (B) the sum of (1) the Indebtedness of the Guarantor and its Restricted Subsidiaries plus (2) the product of the number of outstanding shares of the Guarantor's Capital Stock as of the date of determination multiplied by the Average Quoted Price of such Capital Stock plus (3) the product of the numberof outstanding shares of the Issuer's Capital Stock (other than any shares held by the Guarantor or any Subsidiary) as of the date of determination multiplied by the Average Quoted Price of such Capital Stock, shall not be greater than 25%. For purposes of this calculation, (i) a Subsidiary shall be considered publicly-held if there is a Quoted Price available for its Capital Stock and (ii) the Oil and Gas Reserve Estimate shall include, in connection with an acquisition, on a pro forma basis the Oil and Gas Reserve Estimate, if any, of any acquired Person and shall be determined as of the end of the fiscal year of the Guarantor and, if applicable, the acquired Person, most recently concluded if then available, but if not then available, the end of the previous fiscal year of the Guarantor and, if applicable, the acquired Person; provided, however, that the Parent Guarantor may, at its option, make such calculation utilizing a more recent Oil and any Restricted Subsidiary may Incur Indebtedness Gas Reserve Estimate in lieu of the Oil and Gas Reserve Estimate referred to in the preceding clause if (including Acquired Indebtednessa) if such estimate is prepared, to the extent of at least 85% of the quantities of proven oil and gas reserves set forth in such estimate (which shall be determined on the basis that six thousand cubic feet of gas equal one barrel of oil), by a nationally recognized independent petroleum engineer, (b) such Oil and Gas Reserve Estimate is determined on a basis consistent with the estimate prepared at fiscal year end, except that the oil and gas prices and currency prices utilized therein shall be as of the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 to 1.0. (b) Section 4.01(a) will not prohibit the Incurrence of the following Indebtedness (“Permitted Debt”): (i) Indebtedness Incurred pursuant to any Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed the greater of (A) $200.0 million more recent estimate and (Bc) an amount such that after giving pro forma effect officer authorized by the Guarantor delivers to the Incurrence Trustee a certificate to the effect that such estimate has been prepared in accordance with the requirements of such Indebtedness and the application of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; or3.6.

Limitation on Indebtedness. (a) The Parent will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, Incur Incur, directly or indirectly, any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent Company and any Restricted the Subsidiary may Guarantors shall be entitled to Incur Indebtedness (including Acquired Indebtedness) if if, on the date of such Incurrence and after giving effect thereto on a pro forma effect thereto basis, the Consolidated Coverage Ratio exceeds 2.5 to 1. (including pro forma application of the proceeds thereofa) Notwithstanding Section 4.03(a), the Fixed Charge Coverage Ratio for Company and the Parent and its Restricted Subsidiaries would have been at least 2.0 shall be entitled to 1.0. (b) Section 4.01(a) will not prohibit the Incurrence Incur any or all of the following Indebtedness (“Permitted Debt”):Indebtedness: (i1) Indebtedness Incurred by the Company and Subsidiary Guarantors pursuant to any Credit Facility; provided, however, that, immediately after giving effect to any such Incurrence, the aggregate amount of all Indebtedness Incurred under this clause (1) and then outstanding does not exceed the greater of (A) $50.0 million, (B) the Borrowing Base in effect at the time of the Incurrence and (C) 30% of Modified ACNTA determined at the time of Incurrence; provided further that the proceeds of any such Credit Facility shall not be used to purchase or redeem the Existing Unsecured Notes; (including 2) Indebtedness owed to and held by the Company or a Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock which results in respect of letters of credit any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect subsequent transfer of such Indebtedness (other than to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon, (B) if the Company is the obligor on such Indebtedness and the holder of such Indebtedness is neither the Company nor a maximum Subsidiary Guarantor, such Indebtedness is expressly subordinated in right of payment to all obligations with respect to the Securities, and (C) if a Subsidiary Guarantor is the obligor on such Indebtedness and the holder of such Indebtedness is neither the Company nor a Subsidiary Guarantor, such Indebtedness is expressly subordinated in right of payment to all obligations of such Subsidiary Guarantor with respect to its Subsidiary Guarantee; provided further, however, that nothing in the foregoing clauses (B) or (C) shall prohibit the repayment of such Indebtedness at maturity or otherwise in compliance with the terms of this Indenture; (3) the Securities, any Additional Securities and other Parity Lien Debt in the aggregate principal amount at any time outstanding not to exceed the greater of (A) $200.0 350.0 million less the aggregate amount of cash that is paid to holders of the Existing Unsecured Notes in connection with the exchange of the Existing Unsecured Notes for the Initial Securities (excluding cash that is paid to the holders of the Existing Unsecured Notes as premium or accrued and unpaid interest on such Existing Unsecured Notes) or (B) 30% of Modified ACNTA determined at the time of the Incurrence, unless such issuance of Securities, Additional Securities or other Parity Lien Debt is associated with an Approved Acquisition; provided, however, any Parity Lien Debt issued after the Issue Date shall not have a Stated Maturity any earlier than the Stated Maturity the Securities; (4) Indebtedness outstanding on the Issue Date (including the Existing Unsecured Notes), other than Indebtedness described in Section 4.03(b)(1), (2) or (3); (5) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Subsidiary was acquired by the Company (other than 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 Subsidiary became a Restricted Subsidiary or was acquired by the Company); provided, however, that on the date of such acquisition and after giving pro forma effect thereto and any related financing transactions, either (A) the Company would have been entitled to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.03(a) or (B) the Consolidated Coverage Ratio is equal to or greater than the Consolidated Coverage Ratio immediately before such transaction; (6) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to Section 4.03(a) or pursuant to Section 4.03(b)(3), (4), (5) or this Section 4.03(b)(6); provided, however, that to the extent such Refinancing Indebtedness directly or indirectly Refinances Indebtedness of a Subsidiary Incurred pursuant to 4.03(b)(5), such Refinancing Indebtedness shall be Incurred only by such Subsidiary, by the Company or by the Company and such Subsidiary; (7) Hedging Obligations consisting of Interest Rate Agreements directly related to Indebtedness permitted to be Incurred by the Company and the Restricted Subsidiaries pursuant to this Indenture; (8) Hedging Obligations consisting of Oil and Gas Hedging Contracts and Currency Agreements entered into in the ordinary course of business for the purpose of limiting risks that arise in the ordinary course of business of the Company and its Restricted Subsidiaries; (9) obligations in respect of completion, performance, bid and surety bonds and completion guarantees, insurance obligations or bonds and other similar bonds and obligations provided by the Company or any Restricted Subsidiary in the ordinary course of business or letters of credit providing support for or issued in lieu of any such bonds, guarantees or obligations; (10) Capital Lease Obligations and other purchase money Indebtedness in an aggregate principal amount at any time outstanding of not to exceed the greater of (A) $5.0 million and (B) an amount 2.5% of ACNTA; (11) Non-Recourse Purchase Money Indebtedness; (12) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such that after giving pro forma effect Indebtedness is extinguished promptly following its Incurrence; (13) Indebtedness consisting of the Subsidiary Guarantee of a Subsidiary Guarantor and any Guarantee by the Company or a Subsidiary Guarantor of Indebtedness Incurred pursuant to Section 4.03(b)(3), (4), (7), (8), (9) or (10) or pursuant to Section 4.03(b)(6) to the Incurrence extent the Refinancing Indebtedness Incurred thereunder directly or indirectly Refinances Indebtedness Incurred pursuant to Section 4.03(a) or pursuant to Section 4.03(b)(3) or (4); (14) In-kind obligations relating to oil and gas balancing obligations arising in the ordinary course of such Indebtedness and the application business; (15) any obligation arising from agreements of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) Company or any portion thereofSubsidiary Guarantor providing for indemnification, guarantee, adjustment of purchase price, holdback, contingency payment obligation based on the aggregate amount performance of feesacquired or disposed assets or similar obligations, underwriting discounts, premiums and other costs and expenses incurred in each case Incurred or assumed in connection with the acquisition or disposition of any business, asset or Capital Stock of a Subsidiary Guarantor; and (16) Indebtedness of the Company or of any of its Subsidiary Guarantors in an aggregate principal amount which, when taken together with all other Indebtedness of the Company and its Subsidiary Guarantors outstanding on the date of such refinancing; provided that for Incurrence (other than Indebtedness permitted by Section 4.03(b)(1) through (14) above or Section 4.03(a)) does not exceed the greater of (A) $10.0 million and (B) 5.0% of ACNTA. (b) Notwithstanding Section 4.03(b), neither the Company nor any Subsidiary Guarantor shall Incur any Indebtedness pursuant to Section 4.03(b) if the proceeds thereof are used, directly or indirectly, to Refinance any Subordinated Obligations of the Company or any Subsidiary Guarantor unless such Indebtedness shall be subordinated to the Securities or the applicable Subsidiary Guarantee to at least the same extent as such Subordinated Obligations. (c) For purposes of determining compliance with this Section 4.03, in the event an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in Section 4.03(a) and (b), the Company, in its sole discretion, shall be permitted to divide and classify such item of Indebtedness on the date of Incurrence, provided, that any Indebtedness outstanding under the Priority Lien Credit Agreement on the Issue Date will be treated as Incurred on the Issue Date under Section 4.03(b)(1) and may not be reclassified. (d) For purposes of determining compliance with this Section 4.03, a Guarantee by the Company or a Restricted Subsidiary of Indebtedness Incurred by the Company or a Restricted Subsidiary, as applicable, shall not be a separate Incurrence of Indebtedness. For purposes of determining compliance with this Section 4.03, accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of deferred financing costs or original issue discount, the payment of interest in the form of additional Indebtedness with the same terms, the payment of dividends on Disqualified Stock or Preferred Stock, in the form of additional shares of Disqualified Stock of Preferred Stock, and the accretion or amortization of original issue discount or liquidation preference and increases in the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included outstanding solely as a result of fluctuations in the amount exchange rate of Consolidated Senior Secured Net Leverage used currencies, shall, in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by the Parent or any Restricted Subsidiary each case, not be deemed to be an Incurrence of Indebtedness or issuance of the Parent Disqualified Stock or any Restricted Subsidiary, so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; orPreferred Stock.

Limitation on Indebtedness. (a) The Parent will Borrower shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, Incur Incur, directly or indirectly, any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent Borrower and any Restricted the Subsidiary may Guarantors shall be entitled to Incur Indebtedness (including Acquired Indebtedness) if on or after the Initial Maturity Date if, on the date of such Incurrence and after giving effect thereto on a pro forma effect thereto (including pro forma application of the proceeds thereof)basis, the Fixed Charge Coverage Consolidated Leverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 be less than 3.0 to 1.0. (b) Notwithstanding the foregoing paragraph (a), the Borrower and the Restricted Subsidiaries shall be entitled to Incur any or all of the following Indebtedness: (1) Indebtedness Incurred by the Borrower or any Subsidiary Guarantor pursuant to the Credit Agreement; provided, however, that, after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this clause (b)(1) and then outstanding does not exceed $60.0 million less the sum of all principal payments with respect to such Indebtedness made after the Initial Maturity Date pursuant to Section 4.01(a2.06(c); (2) will not prohibit Indebtedness owed to and held by the Borrower or a Restricted Subsidiary; provided, however, that (A) any subsequent transfer of such Indebtedness (other than to the Borrower or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of the following Indebtedness (“Permitted Debt”): (i) Indebtedness Incurred pursuant to any Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed by the greater of (A) $200.0 million and obligor thereon, (B) an amount if the Borrower is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Loans and (C) if a Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations of such Subsidiary Guarantor with respect to its Subsidiary Guaranty; (3) the Loans and the Exchange Notes; (4) Indebtedness outstanding on the Closing Date (other than Indebtedness described in clause (1), (2) or (3) of this Section 6.01(b)); (5) On or after the Initial Maturity Date, Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Subsidiary was acquired by the Borrower (other than 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 Subsidiary became a Subsidiary or was acquired by the Borrower); provided, however, that on the date of such acquisition and after giving pro forma effect thereto, the Borrower would have been entitled to Incur at least $1.00 of additional Indebtedness pursuant to Section 6.01(a); (6) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to Section 6.01(a) or pursuant to clause (3), (4) or (5) of this Section 6.01(b) or this clause (6); provided, however, that to the Incurrence extent such Refinancing Indebtedness directly or indirectly Refinances Indebtedness of a Subsidiary Incurred pursuant to clause (5), such Refinancing Indebtedness shall be Incurred only by such Subsidiary; (7) Hedging Obligations consisting of (A) Interest Rate Agreements directly related to Indebtedness permitted to be Incurred by the Borrower and the application Restricted Subsidiaries pursuant to this Agreement and (B) Currency Agreements entered into the ordinary course of business for the use purpose of proceeds therefrom on such date, mitigating the Consolidated Senior Secured Net Leverage Ratio of risk to the Parent and Borrower or its Restricted Subsidiaries would of currency fluctuations and not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratiospeculative purposes; (ii) A. Guarantees 8) Obligations in respect of performance, bid and surety bonds and completion guarantees provided by the Parent Borrower or any Restricted Subsidiary in the ordinary course of business; (9) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the Parent or any Restricted Subsidiaryordinary course of business; provided, so long as the Incurrence of however, that such Indebtedness is permitted under extinguished within two Business Days of its Incurrence; (10) Indebtedness consisting of the terms Subsidiary Guaranty of this Indenture; ora Subsidiary Guarantor and any Guarantee by a Subsidiary Guarantor of Indebtedness Incurred pursuant to paragraph (a) or pursuant to clause (1), (2), (3), (4) or (13) or pursuant to clause (6) to the extent the Refinancing Indebtedness Incurred thereunder directly or indirectly Refinances Indebtedness Incurred pursuant to paragraph (a) or pursuant to clause (3) or (4);

Limitation on Indebtedness. (a) The Parent Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, Incur Incur, directly or indirectly, any Indebtedness (including Acquired Indebtedness); provided, however, provided that the Parent Company and any Restricted Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness) if if, on the date of such Incurrence and after giving effect thereto on a pro forma effect thereto (including pro forma application basis, no Default has occurred and is continuing, or would occur as a consequence of such Incurrence, and the proceeds thereof), the Fixed Charge Consolidated Coverage Ratio for the Parent and its Restricted Subsidiaries would have been is at least 2.0 2.25 to 1.0. (b) Section 4.01(aNotwithstanding the foregoing paragraph (a), the Company, any Guarantor or the Restricted Subsidiaries, as applicable, may Incur, to the extent provided below, the following Indebtedness: (1) will Indebtedness Incurred by the Company or any Guarantor pursuant to a Revolving Credit Facility; provided, that, after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this clause (1) and then outstanding does not prohibit exceed $20,000,000; (2) intercompany Indebtedness owed by the Company to a Restricted Subsidiary or owed by a Restricted Subsidiary to the Company or another Restricted Subsidiary; provided that (A) any subsequent issuance or transfer of any Capital Stock which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of the following Indebtedness (“Permitted Debt”): (i) Indebtedness Incurred pursuant to any Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed by the greater of (A) $200.0 million obligor thereon and (B) an (i) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes or (ii) if a Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to its Subsidiary Guarantee; (3) Indebtedness of the Company under the $185,000,000 aggregate principal amount of Notes issued on the Issue Date and of any Guarantor pursuant to its Subsidiary Guarantee; (4) Indebtedness of the Company and its Restricted Subsidiaries outstanding on the Issue Date (but excluding Indebtedness described in clause (1), (2) or (3) of this paragraph (b)) and excluding Indebtedness to be repaid with the proceeds of the Initial Notes issued on the Issue Date; (5) Indebtedness of a Restricted Subsidiary Incurred and outstanding on the date on which such Subsidiary was acquired by the Company (other than 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 Subsidiary became a Subsidiary or was acquired by the Company) and excluding therefrom any of such Indebtedness that is extinguished, retired or repaid in connection with such acquisition; provided that on the date of such acquisition and after giving pro forma effect thereto, the Company would have been able to Incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) of this covenant; (6) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to paragraph (a) or described in or Incurred pursuant to clause (3), (4), (5) or (6) of this paragraph; (7) Hedging Obligations; (8) Indebtedness of the Company or any Restricted Subsidiary arising from agreements entered into in the ordinary course of business providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the disposition of any Restricted Subsidiary or any business or fixed or capital assets of the Company or a Restricted Subsidiary; provided, however, (A) such Indebtedness is not reflected as a liability on the balance sheet of the Company or any Restricted Subsidiary and (B) the maximum liability therefor shall not exceed the gross cash proceeds actually received by the Company or a Restricted Subsidiary in connection with such disposition; (9) any Guarantee by the Company or a Guarantor of any Indebtedness permitted to be Incurred pursuant to this Indenture; provided that a Guarantee of any Indebtedness of a Restricted Subsidiary that ceases to be a Restricted Subsidiary shall be deemed to be an Investment other than a Permitted Investment, and subject to compliance with related provisions of this Indenture, at the time its Restricted Subsidiary status terminates in an amount equal to the Incurrence maximum principal amount as guaranteed for so long as such Guarantee remains outstanding; (10) Indebtedness of such Indebtedness the Company or any Restricted Subsidiary in respect of bid, performance, surety or appeal bonds or similar instruments issued for the account and benefit of the Company or a Restricted Subsidiary and provided in the ordinary course of business of the Company and the application Restricted Subsidiaries; and (11) in addition to the items referred to in the preceding clauses (1) through (10) above, Indebtedness of the use of proceeds therefrom on such dateCompany and the Guarantors in an aggregate principal amount which, when taken together with all other Indebtedness Incurred pursuant to this clause (11) and then outstanding will not exceed $5,000,000 at any time outstanding. (c) Notwithstanding the foregoing, the Consolidated Senior Secured Net Leverage Ratio of Company will not, and will not permit any Guarantor or Restricted Subsidiary to, Incur any Indebtedness pursuant to the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus foregoing paragraph (b) if the proceeds thereof (or in the case of any refinancing Guarantee pursuant to the foregoing paragraph (b), if the proceeds of direct Indebtedness so Guaranteed) are used, directly or indirectly, to Incur or Refinance any Indebtedness permitted under this Section 4.01(b)(i) Subordinated Obligations of the Company or any portion thereofGuarantor or Restricted Subsidiary unless such Indebtedness shall be subordinated to the Notes or relevant Subsidiary Guarantee, as applicable, to at least the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with same extent as such refinancing; provided that for Subordinated Obligations. (d) For purposes of determining compliance with this covenant, (i) in the amount event that an item of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in meets the amount criteria of Consolidated Senior Secured Net Leverage used in the calculation more than one of the Consolidated Senior Secured Net Leverage Ratio; types of Indebtedness described above in paragraph (b) or is entitled to be incurred pursuant to paragraph (a) of this covenant, the Company, in its sole discretion, will be permitted to classify such item of Indebtedness on the date of its Incurrence, or later classify or reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant and (ii) A. Guarantees at each such time, the Company will be entitled to divide, classify and reclassify an item of Indebtedness in more than one of the types of Indebtedness described above. (e) The Company will not, and will not permit any Guarantor to, directly or indirectly, Incur any Indebtedness that is or purports to be by its terms (or by the Parent or terms of any Restricted Subsidiary agreement governing such Indebtedness) subordinated in right of payment to any other Indebtedness of the Parent Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate in right of payment to the Notes and the relevant Subsidiary Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor or Restricted Subsidiary, so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; orcase may be.

Limitation on Indebtedness. (a) The Parent will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, Incur Incur, directly or indirectly, any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent and or any Restricted Subsidiary that is a Note Guarantor may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Consolidated Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 to 1.0be greater than 2.0:1. (b) Notwithstanding Section 4.01(a) will not prohibit 4.03(a), the Incurrence of Parent and the Restricted Subsidiaries may Incur the following Indebtedness (“Permitted Debt”):Indebtedness: (i) Bank Indebtedness Incurred pursuant in an aggregate principal amount not to exceed (1) in the case of any Credit Facility term borrowings, $250.0 million less the aggregate amount of all (including A) prepayments of principal from the proceeds of Asset Dispositions applied to permanently reduce any such Indebtedness, (B) scheduled repayments of principal of, and reductions of commitments for, any such Indebtedness and (C) Attributable Debt in respect of letters Designated Sale/Leaseback Transactions and (2) in the case of any borrowings under a revolving credit facility or bankers’ acceptances issued accounts receivable financing not treated as an Asset Disposition, $125.0 million; (ii) Indebtedness of the Parent owed to and held by any Wholly Owned Subsidiary or created thereunder)Indebtedness of a Restricted Subsidiary owed to and held by the Parent or any Wholly Owned Subsidiary; provided, however, that (1) any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any subsequent transfer of any such Indebtedness (except to the Parent or a Wholly Owned Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the issuer thereof, (2) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes and (3) if a Note Guarantor is the obligor on such Indebtedness and such Indebtedness is owed to and held by a Wholly Owned Subsidiary that is not a Note Guarantor, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations of such Note Guarantor with respect to its Note Guarantee; (iii) Indebtedness (1) represented by the Securities (not including any Additional Securities) and the Note Guarantees, (2) outstanding on the Closing Date (other than the Indebtedness described in clauses (i) and (ii) above) as set forth on Exhibit F hereto, (3) consisting of Refinancing Indebtedness in respect thereof and Guarantees Incurred in respect of such any Indebtedness described in a maximum aggregate principal amount at any time outstanding not to exceed the greater of this clause (Aiii) $200.0 million (including Indebtedness that is Refinancing Indebtedness) or Section 4.03(a) and (B4) an amount consisting of Guarantees of any Indebtedness permitted under clauses (i) and (ii) of this paragraph (b); (1) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by the Parent (other than Indebtedness Incurred in contemplation of, in connection with, as consideration in, 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 Subsidiary of or was otherwise acquired by the Parent); provided, however, that on the date that such Restricted Subsidiary is acquired by the Parent, the Parent would have been able to Incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) after giving pro forma effect to the Incurrence of such Indebtedness pursuant to this clause (iv) and (2) Refinancing Indebtedness Incurred by a Restricted Subsidiary in respect of Indebtedness Incurred by such Restricted Subsidiary pursuant to this clause (iv); (v) Indebtedness (1) in respect of performance bonds, bankers' acceptances, letters of credit and surety or appeal bonds provided by the Parent and the application Restricted Subsidiaries in the ordinary course of the use of proceeds therefrom on such datetheir business, the Consolidated Senior Secured Net Leverage Ratio and (2) under Interest Rate Agreements entered into for bona fide hedging purposes of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case ordinary course of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereofbusiness; provided, however, that such Interest Rate Agreements do not increase the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent outstanding at any time other than as a result of fluctuations in interest rates or any Restricted Subsidiaryby reason of fees, so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; orindemnities and compensation payable thereunder;

Limitation on Indebtedness. (a) The Parent will Company shall not, and will shall not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent Company and any Restricted the Subsidiary Guarantors may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto thereof: (including pro forma application of 1) the proceeds thereof), the Fixed Charge Consolidated Coverage Ratio for the Parent Company and its Restricted Subsidiaries would have been is at least 2.0 2.50 to 1.0.1.00; and (b2) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of Incurring the Indebtedness. The first paragraph of this Section 4.01(a) 3.3 will not prohibit the Incurrence of the following Indebtedness (“Permitted Debt”):Indebtedness: (i1) Indebtedness of the Company and its Subsidiary Guarantors Incurred pursuant to any the Senior Credit Facility (including Agreement together with the principal component of amounts outstanding under Qualified Receivables Transactions in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum an aggregate principal amount at any time outstanding not to exceed the greater of (Aa) the Borrowing Base and (b)(x) $200.0 375.0 million less (y) the aggregate principal amount of all repayments with the proceeds from Asset Dispositions; (2) the Subsidiary Guarantees and other Guarantees by the Subsidiary Guarantors of Indebtedness Incurred in accordance with the provisions of this Indenture; provided that in the event such Indebtedness that is being Guaranteed is a Subordinated Obligation or a Guarantor Subordinated Obligation, then the related Guarantee shall be subordinated in right of payment to the Subsidiary Guarantee; (3) Indebtedness of the Company owing to and held by any Restricted Subsidiary (other than a Receivables Entity) or Indebtedness of a Restricted Subsidiary owing to and held by the Company or any Restricted Subsidiary (other than a Receivables Entity), provided, however; (a) if the Company is the obligor on such Indebtedness extended by a Subsidiary that is not a Subsidiary Guarantor, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Securities; and (i) any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than the Company or a Restricted Subsidiary (other than a Receivables Entity) of the Company; and (ii) any sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary (other than a Receivables Entity) of the Company, shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Subsidiary, as the case may be; (4) Indebtedness represented by (a) the Securities issued on the Issue Date, (b) any Indebtedness (other than the Indebtedness described in clauses (1), (2), (3), (6), (8), (9), (10) and (B13)) an amount outstanding on the Issue Date and (c) any Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause (4) or clause (5) or Incurred pursuant to the first paragraph of this Section 3.3; (5) Indebtedness of a Subsidiary Guarantor Incurred and outstanding on the date on which such Subsidiary Guarantor was acquired by the Company (other than Indebtedness Incurred (a) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary Guarantor became a Subsidiary Guarantor or was otherwise acquired by the Company or (b) otherwise in connection with, or in contemplation of, such acquisition); provided however, that at the time such Subsidiary Guarantor is acquired by the Company, the Company would have been able to Incur $1.00 of additional Indebtedness pursuant to the first paragraph of this Section 3.3 after giving pro forma effect to the Incurrence of such Indebtedness pursuant to this clause (5); (6) Indebtedness under Currency Agreements and Interest Rate Agreements; provided that in the application case of Currency Agreements, such Currency Agreements are related to business transactions of the use Company or its Restricted Subsidiaries entered into in the ordinary course of proceeds therefrom on business or in the case of Currency Agreements and Interest Rate Agreements, such date, the Consolidated Senior Secured Net Leverage Ratio Currency Agreements and Interest Rate Agreements are entered into for bona fide hedging purposes of the Parent Company or its Restricted Subsidiaries (as determined in good faith by the Board of Directors or senior management of the Company) and substantially correspond in terms of notional amount, duration, currencies and interest rates, as applicable, to Indebtedness of the Company or its Restricted Subsidiaries Incurred without violation of this Indenture; (7) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations with respect to assets other than Capital Stock or other Investments, in each case incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvements of property or assets used in the business of the Company or such Restricted Subsidiaries, in an aggregate principal amount not to exceed $15.0 million at any time outstanding; (8) Indebtedness incurred in respect of workers' compensation claims, self-insurance obligations, performance, surety and similar bonds and completion guarantees provided by the Company or a Restricted Subsidiary in the ordinary course of business; (9) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or Capital Stock of a Restricted Subsidiary, provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Company and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratiodisposition; (ii10) A. Guarantees Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the Parent or any Restricted Subsidiary ordinary course of Indebtedness of the Parent or any Restricted Subsidiarybusiness, so long as the Incurrence of provided, however, that such Indebtedness is permitted under extinguished within five business days of Incurrence; (11) Any Securities or Subsidiary Guarantees issued in exchange for the terms of this Indenture; orSecurities or Subsidiary Guarantees pursuant to the Registration Rights Agreement; (12) Indebtedness Incurred in connection with the Excluded Sale/Leasebacks in an aggregate principal amount at any one time not to exceed $35.0 million;

Limitation on Indebtedness. (a) The Parent will Company shall not, and will shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any Disqualified Equity Interests except for Permitted Indebtedness; provided, however, that the Company or any Restricted Subsidiary (other than Comcast Cellular so long as it is a Subsidiary of the Company) may Incur Indebtedness and the Company or any Restricted Subsidiary (other than Comcast Cellular so long as it is a Subsidiary of the Company) may issue Disqualified Equity Interests if, at the time of and immediately after giving pro forma effect to such Incurrence of Indebtedness or issuance of Disqualified Equity Interests and the application of the proceeds therefrom, the Debt to Annualized Operating Cash Flow Ratio would be less than or equal to 8.50 to 1.0. (b) The foregoing limitations of clause (a) of this covenant will not apply to the Incurrence by the Company or any Restricted Subsidiary (other than Comcast Cellular so long as it is a Subsidiary of the Company) of any of the following (collectively, "Permitted Indebtedness"), each of which shall be given independent effect: (i) Indebtedness under the Securities; (ii) Existing Indebtedness; (iii) Indebtedness under the Bank Credit Facility in an aggregate principal amount at any one time outstanding not to exceed the sum of (A) $500.0 million, plus (B) any amounts outstanding under the Bank Credit Facility that utilize subparagraph (xi) of this Section 4.04(b) (less the amount of net proceeds which have been received in connection with a Permitted Receivables Financing; provided that such reduction shall apply only for so long as a Permitted Receivables Financing is in effect); (iv) (x) Indebtedness of any Restricted Subsidiary owed to and held by the Company or any Restricted Subsidiary and (y) Indebtedness of the Company owed to and held by any Restricted Subsidiary; provided, however, that an Incurrence of Indebtedness that is not permitted by this clause (iv) shall be deemed to have occurred upon (I) any sale or other disposition of any Indebtedness of the Company or any Restricted Subsidiary referred to in this clause (iv) to any Person other than the Company or any Restricted Subsidiary; (II) any sale or other disposition of Equity Interests of any Restricted Subsidiary which holds Indebtedness of the Company or another Restricted Subsidiary such that such Restricted Subsidiary ceases to be a Restricted Subsidiary; or (III) the designation of a Restricted Subsidiary which holds Indebtedness of the Company or any other Restricted Subsidiary as an Unrestricted Subsidiary; (v) Interest Rate Protection Obligations relating to (A) Indebtedness of the Company or any Restricted Subsidiary (which Indebtedness is otherwise permitted to be Incurred under this covenant) or (B) Indebtedness for which a lender has provided a commitment in an amount reasonably anticipated to be Incurred by the Company or any Restricted Subsidiary in the 12 months after such Interest Rate Protection Obligation has been Incurred; provided, however, that the notional principal amount of such Interest Rate Protection Obligations does not exceed the principal amount of the Indebtedness (including Indebtedness subject to commitments) to which such Interest Rate Protection Obligations relate; (vi) Purchase Money Indebtedness and Capital Lease Obligations which do not exceed $15.0 million in the aggregate at any one time outstanding; (vii) Indebtedness or Disqualified Equity Interests to the extent representing a replacement, renewal, refinancing or extension (collectively, a "refinancing") of outstanding Indebtedness or Disqualified Equity Interests Incurred in compliance with the Debt to Annualized Operating Cash Flow Ratio of Section 4.04(a) or clause (i), (ii), (ix) or (x) of this Section 4.04(b); provided, however, that (1) any such refinancing shall not exceed the Parent and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application sum of the proceeds thereofprincipal amount (or accreted amount (determined in accordance with GAAP), the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 to 1.0. (bif less) Section 4.01(a) will not prohibit the Incurrence of the following Indebtedness (“Permitted Debt”): (i) Indebtedness Incurred pursuant to any Credit Facility (including in respect or Disqualified Equity Interests being refinanced, plus the amount of letters of credit accrued interest or bankers’ acceptances issued or created thereunder)dividends thereon, and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal plus the amount at any time outstanding not to exceed the greater of (A) $200.0 million and (B) an amount such that after giving pro forma effect to the Incurrence of such Indebtedness and the application of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any reasonably determined prepayment premium necessary to accomplish such refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs such reasonable fees and expenses incurred in connection therewith; (2) Indebtedness representing a refinancing of Indebtedness shall have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being refinanced; and (3) Indebtedness that is pari passu with the Securities may be refinanced only with Indebtedness that is made pari passu with or subordinate in right of payment to the Securities, Subordinated Indebtedness may be refinanced only with Subordinated Indebtedness or Disqualified Equity Interests, and Disqualified Equity Interests may be refinanced only with Disqualified Equity Interests; (viii) Indebtedness of the Company or any Restricted Subsidiary consisting of guarantees, indemnities or obligations in respect of purchase price adjustments, in connection with the disposition of assets permitted under this Indenture, in a principal amount not to exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such refinancingdisposition; (ix) Indebtedness of a Securitization Subsidiary pursuant to a Permitted Receivables Financing; provided that for after giving effect to the Incurrence thereof, the Company could Incur at least $1.00 of Indebtedness under clause (iii) of this Section 4.04(b); (x) the New Preferred Stock; and (xi) in addition to the items referred to in clauses (i) through (x) above, Indebtedness (including any Indebtedness under the Bank Credit Facility that utilizes this subparagraph (xi)) having an aggregate principal amount not to exceed $50.0 million at any time outstanding. (c) For purposes of determining any particular amount of Indebtedness under this covenant, Guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this covenant, (i) in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness provided for in Section 4.04(a) or described in the definition of Permitted Indebtedness, the Company shall classify such item of Indebtedness and only be required to include the amount and type of such Indebtedness in Section 4.04(a) or in one of the clauses in the definition of Permitted Indebtedness and (ii) the amount of Indebtedness issued at a price that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) is less than the principal amount thereof shall be included in equal to the amount of Consolidated Senior Secured Net Leverage used the liability in respect thereof determined in conformity with GAAP. The Company's obligations to comply with this covenant will terminate if and when the calculation of Securities are rated Investment Grade by both Xxxxx'x and S&P and the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by Company delivers an Officers' Certificate to the Parent or any Restricted Subsidiary of Indebtedness of Trustee certifying as to the Parent or any Restricted Subsidiary, so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; orsame.

Limitation on Indebtedness. (a) The Parent Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent Company and any Restricted the Subsidiary Guarantors may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto thereof: (including pro forma application of 1) the proceeds thereof), the Fixed Charge Consolidated Coverage Ratio for the Parent Company and its Restricted Subsidiaries would have been is at least 2.0 2.00 to 1.0.1.00; and (b2) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of Incurring the Indebtedness or transactions relating to such Incurrence. The first paragraph of this Section 4.01(a) 3.2 will not prohibit the Incurrence of the following Indebtedness: (1) Indebtedness of the Company, the Subsidiary Borrower and Subsidiary Guarantors Incurred pursuant to a Credit Facility, together with the principal component of amounts outstanding under Qualified Receivables Transactions, in an aggregate amount up to $625.0 million less the aggregate principal amount of all principal repayments with the proceeds from Asset Dispositions utilized in accordance with Section 3.5(3)(a) that permanently reduce the commitments thereunder; (“Permitted Debt”):2) Guarantees by (x) the Company or Subsidiary Guarantors of Indebtedness Incurred by the Company or a Subsidiary Guarantor in accordance with the provisions of this Indenture and (y) Non-Guarantor Restricted Subsidiaries of Indebtedness Incurred by Non-Guarantor Restricted Subsidiaries in accordance with the provisions of this Indenture; provided that in the event such Indebtedness that is being Guaranteed is (a) Senior Subordinated Indebtedness or Guarantor Senior Subordinated Indebtedness, then the related Guarantee shall rank equally in right of payment to the Subsidiary Guarantees or (b) a Subordinated Obligation or a Guarantor Subordinated Obligation, then the related Guarantee shall be subordinated in right of payment to the Securities or the Subsidiary Guarantees, as the case may be; (3) Indebtedness of the Company owing to and held by any Restricted Subsidiary (other than a Receivables Entity) or Indebtedness of a Restricted Subsidiary owing to and held by the Company or any other Restricted Subsidiary (other than a Receivables Entity); provided, however, (a) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Securities; (b) if a Subsidiary Guarantor is the obligor on such Indebtedness and the Company or a Subsidiary Guarantor is not the obligee, such Indebtedness is subordinated in right of payment to any Subsidiary Guarantees of such Subsidiary Guarantor; (i) any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than the Company or a Restricted Subsidiary (other than a Receivables Entity) of the Company; and (ii) any sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary (other than a Receivables Entity) of the Company, shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Subsidiary, as the case may be. (4) Indebtedness represented by (a) the Securities issued on the Issue Date, the Subsidiary Guarantees and the related Exchange Securities and exchange guarantees issued in an Exchange Offer, (b) any Indebtedness (other than the Indebtedness described in clauses (1), (2), (3), (6), (8), (9) and (10)) outstanding on the Issue Date and (c) any Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause (4) or clause (5) or Incurred pursuant to the first paragraph of this Section 3.2; (5) Indebtedness of a Restricted Subsidiary Incurred and outstanding on the date on which such Restricted Subsidiary was acquired by, or merged into, the Company or any Credit Facility Restricted Subsidiary (including other than Indebtedness Incurred (a) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company or (b) otherwise in respect connection with, or in contemplation of, such acquisition); provided, however, that at the time such Restricted Subsidiary is acquired by the Company, the Company would have been able to Incur $1.00 of letters additional Indebtedness pursuant to the first paragraph of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed the greater of (A) $200.0 million and (B) an amount such that this Section 3.2 after giving pro forma effect to the Incurrence of such Indebtedness pursuant to this clause (5); (6) Indebtedness under Hedging Obligations that are Incurred in the ordinary course of business (and not for speculative purposes) (1) for the application purpose of fixing or hedging interest rate risk with respect to any Indebtedness Incurred without violation of this Indenture; (2) for the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges; or (3) for the purpose of fixing or hedging commodity price risk with respect to any commodities; (7) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capitalized Lease Obligations, Synthetic Lease Obligations, mortgage financings or purchase money obligations with respect to assets other than Capital Stock or other Investments, in each case Incurred for the purpose of financing all or any part of the use purchase price or cost of proceeds therefrom on such date, construction or improvements of property used in the Consolidated Senior Secured Net Leverage Ratio business of the Parent Company or such Restricted Subsidiary, and Attributable Indebtedness, in an aggregate principal amount, including all Refinancing Indebtedness Incurred to refund, defease, renew, extend, refinance or replace any Indebtedness Incurred pursuant to this clause (7), not to exceed $30.0 million at any time outstanding; (8) Indebtedness Incurred in respect of workers’ compensation claims, self-insurance obligations, performance, surety and similar bonds and completion guarantees provided by the Company or a Restricted Subsidiary in the ordinary course of business; (9) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the disposition of any business, assets or Capital Stock of a Restricted Subsidiary; provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Company and its Restricted Subsidiaries would in connection with such disposition; (10) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished promptly; (11) Indebtedness Incurred by Foreign Subsidiaries in an aggregate principal amount not to exceed $30.0 million at any time outstanding; and (12) in addition to the items referred to in clauses (1) through (11) above, Indebtedness of the Company and its Restricted Subsidiaries in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (12) and then outstanding, will not exceed 1.00 $30.0 million at any time outstanding. The Company will not Incur any Indebtedness under the preceding paragraph if the proceeds thereof are used, directly or indirectly, to 1.00refinance any Subordinated Obligations of the Company unless such Indebtedness will be subordinated to the Securities to at least the same extent as such Subordinated Obligations. No Subsidiary Guarantor will Incur any Indebtedness if the proceeds thereof are used, directly or indirectly, to refinance any Guarantor Subordinated Obligations of such Subsidiary Guarantor unless such Indebtedness will be subordinated to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee to at least the same extent as such Guarantor Subordinated Obligations. No Subsidiary Guarantor will Incur any Indebtedness if the proceeds thereof are used, directly or indirectly, to refinance any Guarantor Senior Subordinated Indebtedness unless such refinancing Indebtedness is either Guarantor Senior Subordinated Indebtedness or Guarantor Subordinated Obligations. For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this Section 3.2: (1) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in the first and second paragraphs of this Section 3.2, the Company, in its sole discretion, will classify such item of Indebtedness on the date of Incurrence and, with the exception of clause (1) of the second paragraph, may later classify such item of Indebtedness in any manner that complies with this Section 3.2 and only be required to include the amount and type of such Indebtedness in one of such clauses; (2) all Indebtedness outstanding on the date of this Indenture under the Senior Secured Credit Agreement shall be deemed Incurred under clause (1) of the second paragraph of this Section 3.2 and not the first paragraph or clause (4) of the second paragraph of this Section 3.2; (3) Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included; (4) if obligations in respect of letters of credit are Incurred pursuant to a Credit Facility and are being treated as Incurred pursuant to clause (1) of the second paragraph above and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included; (5) the principal amount of any Disqualified Stock of the Company or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (6) Indebtedness permitted by this Section 3.2 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 3.2 permitting such Indebtedness; (7) the principal amount of any Indebtedness outstanding in connection with a Qualified Receivables Transaction is the Receivables Transaction Amount relating to such Qualified Receivables Transaction; plus and (8) the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP. Accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Indebtedness and the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock will not be deemed to be an Incurrence of Indebtedness for purposes of this Section 3.2. The amount of any Indebtedness outstanding as of any date shall be (i) the accreted value thereof in the case of any refinancing Indebtedness issued with original issue discount and (ii) the principal amount or liquidation preference thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness. In addition, the Company will not permit any of its Unrestricted Subsidiaries to Incur any Indebtedness or issue any shares of Disqualified Stock, other than Non-Recourse Debt. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this Section 4.01(b)(i) or any portion thereof3.2, the aggregate Company shall be in Default of this Section 3.2). For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of feesIndebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, underwriting discountsin the case of term Indebtedness, premiums and other costs and expenses incurred or first committed, in connection with such refinancingthe case of revolving credit Indebtedness; provided that for purposes if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of determining such refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this Section 3.2, the maximum amount of Indebtedness that the Company may be Incurred under Incur pursuant to this Section 4.01(b)(i), all 3.2 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred under this Section 4.01(b)(i) to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be included calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence date of such Indebtedness is permitted under the terms of this Indenture; orrefinancing.

Limitation on Indebtedness. (a) The Parent will Company shall not, and will shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness), except for Permitted Indebtedness; provided, however, that the Parent Company and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) if on if, at the date time of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 to 1.0. (b) Section 4.01(a) will not prohibit the Incurrence of the following Indebtedness (“Permitted Debt”): (i) Indebtedness Incurred pursuant to any Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed the greater of (A) $200.0 million and (B) an amount such that immediately after giving pro forma effect to the such Incurrence of such Indebtedness and the application of the use of proceeds therefrom on such datetherefrom, the Consolidated Coverage Ratio would be greater than 2.0 to 1.0. The foregoing limitations will not apply to the Incurrence by the Company or any Restricted Subsidiary of any of the following (collectively, "Permitted Indebtedness"), each of which shall be given independent effect: (a) Indebtedness under the Notes; (b) Indebtedness Incurred pursuant to (i) the Amended Credit Facility and/or (ii) any other agreements or indentures governing Senior Secured Net Leverage Indebtedness if at the time of and immediately after giving effect thereto, the aggregate consolidated Indebtedness Incurred under both clauses (i) and (ii) would not exceed $325.0 million at any one time outstanding; provided, however, that such $325.0 million shall be reduced (without duplication) by the amount of any repayment of Indebtedness under the Amended Credit Facility pursuant to Section 4.05; (c) Indebtedness of any Restricted Subsidiary owed to and held by the Company or any Guarantor, other Indebtedness of the Company owed to and held by any Guarantor which is unsecured and subordinated in right of payment to the payment and performance of the Company's obligations under any Senior Indebtedness, the Indenture and the Notes and Indebtedness of a Foreign Restricted Subsidiary that is not a Guarantor owed to and held by any other Restricted Subsidiary that is not a Guarantor; provided, however, that an Incurrence of Indebtedness that is not permitted by this clause (c) shall be deemed to have occurred upon (i) any sale or other disposition of any Indebtedness of the Company or any Restricted Subsidiary referred to in this clause (c) to a Person (other than the Company or a Guarantor), (ii) any sale or other disposition of Equity Interests of any Guarantor which holds Indebtedness of the Company or another Restricted Subsidiary such that such Guarantor ceases to be a Guarantor and (iii) the designation of a Restricted Subsidiary that is a Guarantor and which holds Indebtedness of the Company or any other Restricted Subsidiary as an Unrestricted Subsidiary; (d) the Guarantees and guarantees by any Guarantor of Indebtedness of the Company; provided, however, that if such guarantee is of Subordinated Indebtedness, then the Guarantee of such Guarantor shall be senior to such Guarantor's guarantee of Subordinated Indebtedness; (e) Hedging Obligations of the Company or any Guarantor entered into in the ordinary course of business and not for speculative purposes; (f) Purchase Money Indebtedness and Capitalized Lease Obligations which do not exceed $25.0 million in the aggregate at any one time outstanding; (g) Indebtedness to the extent representing a replacement, renewal, refinancing or extension (collectively, a "refinancing") of outstanding Indebtedness Incurred in compliance with the Consolidated Coverage Ratio of the Parent and its Restricted Subsidiaries would first paragraph of this covenant or clause (a) of this paragraph of this covenant; provided, however, that (i) any such refinancing shall not exceed 1.00 to 1.00; the sum of the principal amount (or accreted amount (determined in accordance with GAAP), if less) of the Indebtedness being refinanced, plus in the case amount of accrued interest thereon, plus the amount of any reasonably determined prepayment premium necessary to accomplish such refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs such reasonable fees and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i)therewith, all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by Indebtedness representing a refinancing of Indebtedness other than Senior Indebtedness shall have a Weighted Average Life to Maturity equal to or greater than the Parent Weighted Average Life to Maturity of the Indebtedness being refinanced, (iii) Indebtedness that is pari passu with the Notes may only be refinanced with Indebtedness that is made pari passu with or any subordinate in right of payment to the Notes and Subordinated Indebtedness may only be refinanced with Subordinated Indebtedness, (iv) no Restricted Subsidiary of that is not a Guarantor may Incur Indebtedness to refinance Indebtedness of the Parent Company or any Guarantor and (v) Indebtedness of the Company may only be refinanced by Indebtedness of the Company and Indebtedness of a Restricted Subsidiary, so long as the Incurrence Subsidiary may only be refinanced by Indebtedness of such Restricted Subsidiary or by the Company; and (h) in addition to the items referred to in clauses (a) through (f) above, Indebtedness is permitted of the Company (including any Indebtedness under the terms of Amended Credit Facility that utilizes this Indenture; orsubparagraph (h)) having an aggregate principal amount not to exceed $50.0 million at any one time outstanding.

Limitation on Indebtedness. (a) The Parent will Borrower shall not, and will shall not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that from and after the Parent Initial Maturity Date the Borrower and any its Restricted Subsidiary Subsidiaries may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto thereof (including pro forma application A) the Consolidated Coverage Ratio of the proceeds thereof), the Fixed Charge Coverage Ratio for the Parent Borrower and its Restricted Subsidiaries would have been is at least 2.0 3.00 to 1.01.00 and the Leverage Ratio of the Borrower and its Restricted Subsidiaries is less than 3.00 to 1:00, in each case as certified in reasonable detail by an Authorized Officer of the Borrower, and (B) no Default shall have occurred and be continuing or would occur as a consequence of Incurring such Indebtedness. (b) Notwithstanding Section 4.01(a6.1(a), the Borrower and its Restricted Subsidiaries may Incur the following Indebtedness: (A) will not prohibit the Incurrence Indebtedness of the following Indebtedness Borrower or any Restricted Subsidiary Incurred pursuant to the Senior Credit Agreement in an aggregate amount up to $425,000,000 less the aggregate principal amount of all scheduled principal repayments and all mandatory prepayments of principal thereof permanently reducing the commitments thereunder and (“Permitted Debt”): (iB) Guarantees of the Borrower or Restricted Subsidiaries in respect of the Indebtedness Incurred pursuant to any the Senior Credit Facility Agreement; (including in respect of letters of credit or bankers’ acceptances issued or created thereunder)ii) Indebtedness Incurred under the Loan Documents, the Indenture, the Notes and any Refinancing other document entered into pursuant thereto; (iii) Indebtedness represented by the Subsidiary Guarantee and other Guarantees by the Borrower or the Guarantors of Indebtedness Incurred in respect thereof and Guarantees accordance with the provisions of this Agreement; provided that in respect of the event such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed the greater of that is being Guaranteed is (A) $200.0 million Senior Subordinated Indebtedness or Guarantor Senior Subordinated Indebtedness, then the related Guarantee shall rank equally in right of payment to the Loans or the Subsidiary Guarantee, as applicable, or (B) a Subordinated Obligation or a Guarantor Subordinated Obligation, then the related Guarantee shall be subordinated in right of payment to the Loans or the Subsidiary Guarantee, as applicable; (iv) Indebtedness of the Borrower owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Borrower or any Restricted Subsidiary; provided, however, (A) such Indebtedness is expressly subordinated in right of payment from and after such time as the Loans shall become due and payable (whether at Stated Maturity, acceleration or otherwise) to the prior payment in full in cash of all obligations with respect to the Loans or the Subsidiary Guarantee and (B) (1) any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than the Borrower or a Wholly Owned Subsidiary of the Borrower and (2) any sale or other transfer of any such Indebtedness to a Person other than the Borrower or a Wholly Owned Subsidiary of the Borrower shall be deemed, in each case, to constitute an amount Incurrence of such Indebtedness by the issuer thereof; (v) Indebtedness represented by (x) the Take-Out Debt, (y) any Indebtedness (other than the Indebtedness described in clauses (i), (iii), (iv), (vii), (viii), (ix) and (x) of this Section 6.1(b)) outstanding on the Closing Date and (z) any Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause (v) or clause (vi) or Incurred pursuant to Section 6.1(a); (vi) Indebtedness of a Restricted Subsidiary Incurred and outstanding on the date on which such Restricted Subsidiary was acquired by the Borrower (other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Borrower or otherwise in connection with, or in contemplation of, such acquisition), provided, however, that at the time such Restricted Subsidiary is acquired by the Borrower, the Borrower would have been able to Incur $1.00 of additional Indebtedness pursuant to Section 6.1(a) after giving pro forma effect to the Incurrence of such Indebtedness pursuant to this clause (vi); (vii) Indebtedness under Hedging Agreements incurred in the ordinary course of business; (viii) Indebtedness Incurred in respect of workers’ compensation claims, self-insurance obligations, performance, surety and similar bonds and completion guarantees provided by the application Borrower or a Restricted Subsidiary in the ordinary course of business; (ix) Indebtedness arising from agreements of the use Borrower or a Restricted Subsidiary providing for indemnification, adjustment of proceeds therefrom on such datepurchase price or similar obligations, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) each case, Incurred or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred assumed in connection with such refinancing; provided that for purposes the disposition of determining any business, assets or Capital Stock of a Restricted Subsidiary in accordance with the amount terms of Indebtedness that may be Incurred under this Section 4.01(b)(i)Agreement, all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. other than Guarantees by the Parent Borrower or any Restricted Subsidiary of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary of the Parent Borrower for the purpose of financing such acquisition, provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Borrower and its Restricted Subsidiaries in connection with such disposition; (A) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within five (5) Business Days of Incurrence and (B) Indebtedness associated with account payable overdraft facilities for Xxx Xxxxx Resources Ltd. not to exceed $5,000,000 at any time outstanding and Guarantees thereof by the Borrower; (xi) the Incurrence by the Borrower or any of the Restricted SubsidiarySubsidiaries of Indebtedness (including Capitalized Lease Obligations and Attributable Indebtedness) Incurred to finance the purchase, lease or improvement of property (real or personal), equipment or other assets (in each case whether through the direct purchase of assets or the Capital Stock of any Person owning such assets); provided that the aggregate principal amount of all Indebtedness Incurred pursuant to this clause (xi) and all Refinancing Indebtedness to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (xi) does not exceed $10,000,000 in an aggregate principal amount at any time outstanding; and (xii) Indebtedness (other than Indebtedness described in clauses (i)-(xi)) in a principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this Section 6.1(b)(xii) and then outstanding, will not exceed $25,000,000. (c) Notwithstanding the foregoing, the Borrower shall not Incur any Indebtedness under Section 6.1(b) if the proceeds thereof are used, directly or indirectly, to refinance any Subordinated Obligations unless such Indebtedness shall be subordinated to the Loans to at least the same extent as such Subordinated Obligations. No Guarantor shall Incur any Indebtedness under Section 6.1(b) if the proceeds thereof are used, directly or indirectly, (i) to refinance any Subordinated Obligations of such Guarantor unless such Indebtedness shall be subordinated to the obligations of such Guarantor under the Subsidiary Guarantee to at least the same extent as such Subordinated Indebtedness or (ii) to refinance Indebtedness of the Borrower. No Restricted Subsidiary may Incur Indebtedness if the proceeds are used to refinance Indebtedness of the Borrower. (d) For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this covenant: (i) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in Section 6.1, the Borrower, in its sole discretion, will classify such item of Indebtedness on the date of Incurrence and only be required to include the amount and type of such Indebtedness in one of such clauses; (ii) Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included; and (iii) Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness. Accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Indebtedness and the payment of dividends in the form of additional shares of Preferred Stock will not be deemed to be an incurrence of Indebtedness for purposes of this covenant. The amount of any Indebtedness outstanding as of any date shall be (i) the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP and (ii) the principal amount or liquidation preference thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness. For purposes of determining compliance with any Dollar-denominated restriction on the Incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable Dollar-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Dollar-dominated restriction shall be deemed not to have been exceeded so long as the Incurrence principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness is permitted under the terms being refinanced. Notwithstanding any other provision of this IndentureSection 6.1, the maximum amount of Indebtedness that the Borrower may Incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing. (e) In addition, the Borrower will not permit any of its Unrestricted Subsidiaries to Incur any Indebtedness or issue any shares of Disqualified Stock, other than Unrestricted Non-Recourse Debt. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary of the Borrower as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this Section 6.1, the Borrower shall be in Default of this Section 6.1). (f) The Borrower shall not Incur any Indebtedness if such Indebtedness is subordinate or junior in ranking in any respect to any Senior Indebtedness unless such Indebtedness is Senior Subordinated Indebtedness or is contractually subordinated in right of payment to Senior Subordinated Indebtedness; orprovided, that no Indebtedness shall be deemed contractual subordinated in right of payment to any other Indebtedness solely by virtue of being unsecured. No Guarantor shall Incur any Indebtedness if such Indebtedness is contractually subordinate or junior in ranking in any respect to any Guarantor Senior Indebtedness of such Guarantor unless such Indebtedness is Guarantor Senior Subordinated Indebtedness of such Guarantor or is contractually subordinated in right of payment to Guarantor Senior Subordinated Indebtedness of such Guarantor; provided, that no Indebtedness shall be deemed contractual subordinated in right of payment to any other Indebtedness solely by virtue of being unsecured.

Limitation on Indebtedness. (a) The Parent will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent Company and any Restricted Subsidiary of the Company that is a Guarantor may Incur incur Indebtedness (including Acquired Indebtedness) if if, on the date of the Incurrence of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof)Indebtedness, the Fixed Charge Consolidated Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least be greater than 2.0 to 1.0. (b) The provisions of Section 4.01(a4.09(a) hereof will not prohibit the Incurrence of any of the following items of Indebtedness (“collectively, "Permitted Debt”"): (i1) the Incurrence by the Company and any Guarantor of additional Indebtedness Incurred pursuant to any Credit Facility (including in respect of and letters of credit under one or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness more Senior Credit Facilities in respect thereof and Guarantees in respect of such Indebtedness in a maximum an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Subsidiaries thereunder) not to exceed the greater of (a) $400 million less the aggregate amount of all Net Cash Proceeds of Asset Dispositions applied by the Company or any of its Restricted Subsidiaries since the date of this Indenture to permanently repay any term Indebtedness under a Senior Credit Facility or to permanently repay any revolving credit Indebtedness under a Senior Credit Facility and effect a corresponding commitment reduction thereunder pursuant to the provisions of Section 4.10 hereof and (b) the amount of the Borrowing Base as of the date of such Incurrence, in each case less the aggregate amount of all commitment reductions with respect to any revolving credit borrowings under a Senior Credit Facility that have been made by the Company or any of its Restricted Subsidiaries resulting from or relating to the formation of any Receivables Subsidiary or the consummation of any Qualified Receivables Transaction; (2) the Guarantee by the Company or any Guarantor of Indebtedness of the Company or a Restricted Subsidiary that was permitted to be Incurred by another provision of this Section 4.09; (3) the Incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that: (A) if the Company or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes, in the case of the Company, or the applicable Note Guarantee, in the case of a Guarantor; and (B) (i) any subsequent issuance or transfer of Capital Stock that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary, will be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause; (4) the Incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the related Note Guarantees to be issued on the date of this Indenture and the Exchange Notes and the related Note Guarantees to be issued pursuant to the Registration Rights Agreement; (5) the Incurrence by the Company and any Restricted Subsidiary of Indebtedness existing on the date of this Indenture (other than the Mellon Letters of Credit); (6) the Incurrence by the Company or any of its Restricted Subsidiaries of Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be Incurred under Section 4.09(a) hereof or clauses (2), (4), (5), (6), (7) or (14) of this Section 4.09(b); (7) the Incurrence by the Company or any Restricted Subsidiary of Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations, in each case, Incurred for the purpose of financing all or any part of the purchase price or cost of design, construction or improvement of property, plant or equipment used in the business of the Company or a Restricted Subsidiary, in an aggregate principal amount, including all Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (7), not to exceed 2.5% of Consolidated Tangible Assets at any time outstanding measured at the time of Incurrence; (8) the Incurrence by the Company or any Restricted Subsidiary of Hedging Obligations that are Incurred in the ordinary course of business and not for speculative purposes; (9) the Incurrence by the Company or any Restricted Subsidiary of Indebtedness evidenced by letters of credit issued in the ordinary course of business of the Company to secure workers' compensation and other insurance coverage; (10) the Incurrence by the Foreign Subsidiaries of Indebtedness if, at the time of Incurrence of such Indebtedness, and after giving effect thereto, the aggregate principal amount of all Indebtedness of the Foreign Subsidiaries Incurred pursuant to this clause (10) and then outstanding does not exceed the greater of (A) $200.0 30 million and (B) an amount such that after giving pro forma effect equal to the Incurrence of such Indebtedness and the application 50% of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio consolidated book value of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation inventories of the Consolidated Senior Secured Net Leverage RatioForeign Subsidiaries measured at the time of Incurrence; (ii11) A. Guarantees the incurrence by a Receivables Subsidiary of Indebtedness in a Qualified Receivables Transaction that is without recourse to the Parent Company or to any other Restricted Subsidiary of the Company or their assets (other than such Receivables Subsidiary and its assets and, as to the Company or any Restricted Subsidiary of the Company, other than pursuant to representations, warranties, covenants and indemnities customary for such transactions) and is not Guaranteed by any such Person; (12) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of workers' compensation claims, self-insurance obligations, letters of credit (not supporting Indebtedness for borrowed money), bankers' acceptances, performance and surety bonds in the ordinary course of business; (13) Indebtedness arising from agreements of the Parent Company or a Restricted Subsidiary providing for indemnification, contribution, adjustment of purchase price, earn out or similar obligations, in each case, incurred or assumed in connection with the disposition of any business or assets of the Company or any Restricted Subsidiary or Capital Stock of a Restricted Subsidiary, so long as ; provided that the maximum aggregate liability in respect of all such Indebtedness Incurred pursuant to this clause (13) shall at no time exceed the gross proceeds actually received by the Company and its Restricted Subsidiaries in connection with such dispositions; and (14) the Incurrence by the Company or any Restricted Subsidiary of Indebtedness, which may include Bank Indebtedness, in an aggregate principal amount not to exceed $35 million outstanding at any one time. For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (14) above, or is entitled to be Incurred pursuant to Section 4.09(a) hereof, the Company will be permitted to classify such item of Indebtedness on the date of its Incurrence, or later reclassify, all or a portion of such item of Indebtedness, in any manner that complies with this Section 4.09. Indebtedness is permitted outstanding under Senior Credit Facilities and under the Mellon Letters of Credit on the date on which Notes are first issued and authenticated under this Indenture will initially be deemed to have been Incurred in reliance on the exception provided by Section 4.09(b)(1). In addition, for purposes of determining compliance with this Section 4.09, the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms will not be deemed to be an Incurrence of Indebtedness for purposes of this IndentureSection 4.09; orprovided that the amount thereof shall be included in Consolidated Interest Expense of the Company as accrued. The Company will not permit any Unrestricted Subsidiary to Incur any Indebtedness other than Non-Recourse Debt. However, if any such Indebtedness ceases to be Non-Recourse Debt, then such event shall constitute an Incurrence of Indebtedness by the Company or a Restricted Subsidiary.

Limitation on Indebtedness. (a) The Parent will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, Incur Incur, directly or indirectly, any Indebtedness (including Acquired Indebtedness); providedPROVIDED, howeverHOWEVER, that the Parent and Company or any Restricted Subsidiary that is a Note Guarantor may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Consolidated Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 to 1.0be greater than 2.25:1.00. (b) Notwithstanding Section 4.01(a) will not prohibit 4.03(a), the Incurrence of Company and its Restricted Subsidiaries may Incur the following Indebtedness (“collectively, the "Permitted Debt”"): (i) Indebtedness Incurred pursuant to the Credit Agreement in an aggregate principal amount not to exceed $100.0 million at any Credit Facility one time outstanding less the aggregate amount of (1) all repayments of principal of such Indebtedness pursuant to Section 4.06 and (2) the aggregate principal amount of Indebtedness Incurred and at such time outstanding pursuant to Section 4.03(b) (ix) . (ii) Indebtedness of the Company owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Company or any Restricted Subsidiary; PROVIDED, HOWEVER, that (1) any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the issuer thereof, (2) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Securities, (3) if a Restricted Subsidiary is the obligor on such Indebtedness, such Indebtedness is made pursuant to an intercompany note and (4) if a Note Guarantor is the obligor on such Indebtedness and the Company or another Note Guarantor is not the obligee, such Indebtedness is subordinated in right of payment to the Note Guarantee of such Note Guarantor; (iii) Indebtedness (1) represented by the Securities, (not including, except for clause (2) below, any Additional Securities), the Exchange Notes and any replacement Securities issued pursuant to this Indenture, (2) represented by Additional Securities issued from time to time in payment of accrued interest on the Consenting Securities, including payment of Additional Interest, (3) outstanding on the Closing Date (other than the Indebtedness described in clauses (i) and (ii) above) including, without limitation, the Senior Subordinated Notes and the May 2003 Notes, (4) consisting of Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause (iii) (including Refinancing Indebtedness) or Section 4.03(a) and (5) consisting of Guarantees of any Indebtedness otherwise permitted by the terms of this Indenture; (1) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, 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 Subsidiary of or was otherwise acquired by the Company) and (2) Refinancing Indebtedness Incurred by a Restricted Subsidiary in respect of Indebtedness Incurred by such Restricted Subsidiary pursuant to this clause (iv); (v) Indebtedness of the Company or a Restricted Subsidiary (1) in respect of performance bonds, bankers' acceptances, letters of credit and surety or appeal bonds provided by the Company and its Restricted Subsidiaries in the ordinary course of their business, and (2) under Commodity Agreements, Interest Rate Agreements and Currency Agreements entered into for bona fide hedging purposes of the Company or any Restricted Subsidiary in the ordinary course of business; PROVIDED, HOWEVER, that such Interest Rate Agreements or Currency Agreements do not increase the principal amount of Indebtedness of the Company and its Restricted Subsidiaries outstanding at any time other than as a result of fluctuations in interest rates or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder; (vi) Indebtedness (including Capitalized Lease Obligations and Attributable Debt) Incurred by the Company or any of its Restricted Subsidiaries to finance the purchase, lease or improvement of property (real or personal), equipment or other assets (in each case whether through the direct purchase of assets or the Capital Stock of any Person owning such assets); PROVIDED that the aggregate principal amount of all Indebtedness Incurred pursuant to this clause (vi) and all Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (vi), at any time outstanding, does not exceed the greater of (x) 5.0% of Tangible Assets and (y) $30.0 million; (vii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course, PROVIDED that such Indebtedness is extinguished within five Business Days of Incurrence; (viii) Indebtedness of the Company and its Restricted Subsidiaries arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case incurred or assumed in connection with the disposition of any business, assets or a Subsidiary of the Company in accordance with the terms of this Indenture, other than Guarantees by the Company or any Restricted Subsidiary of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary of the Company for the purpose of financing such acquisition; PROVIDED, HOWEVER, that the maximum aggregate liability in respect of all such Indebtedness shall not exceed the gross proceeds, including the fair market value as determined in good faith by a majority of the Board of Directors of noncash proceeds (the fair market value of such noncash proceeds being measured at the time it is received and without giving effect to any subsequent changes in value), actually received by the Company and its Restricted Subsidiaries in connection with such disposition; (ix) the Incurrence by a Securitization Entity of Indebtedness in a Qualified Securitization Transaction that is not recourse to the Company or any Restricted Subsidiary of the Company (except for Standard Securitization Undertakings) in an aggregate principal amount, together with the aggregate principal amount of Indebtedness Incurred and at such time outstanding pursuant to Section 4.03(b) (i) , not to exceed $100.0 million at any one time outstanding, less the aggregate amount of all repayments of principal of Indebtedness Incurred pursuant to Section 4.03(b) (i) pursuant to Section 4.06; (x) Indebtedness of Foreign Subsidiaries; PROVIDED that the aggregate outstanding amount of Indebtedness incurred by such Foreign Subsidiaries under this clause (x) does not exceed at any one time an amount equal to the sum of (A) 80% of the consolidated book value of the accounts receivable of all Foreign Subsidiaries and (B) 60% of the consolidated book value of the inventory of all Foreign Subsidiaries; (xi) Indebtedness under any Domestic Overdraft Facility; or (xii) Indebtedness of the Company and its Restricted Subsidiaries (in addition to Indebtedness permitted to be Incurred pursuant to Section 4.03(a) or any other clause of this Section 4.03(b)); PROVIDED that the aggregate principal amount on the date of Incurrence, when added to all other Indebtedness Incurred pursuant to this clause (xii) and then outstanding, shall not exceed $20.0 million. (c) Notwithstanding any other provision of this Section 4.03, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may Incur pursuant to this Section shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rates of currencies. For purposes of determining the outstanding principal amount of any particular Indebtedness Incurred pursuant to this Section 4.03, (i) Indebtedness Incurred pursuant to the Credit Agreement on the Original Issue Date shall be treated as Incurred pursuant to Section 4.03 (b)(i), (ii) Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included, (iii) if obligations in respect of letters of credit are Incurred pursuant to the Credit Agreement and are being treated as Incurred pursuant to Section 4.03(b)(i) and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included, (iv) the principal amount of any Disqualified Stock of the Company or bankers’ acceptances a Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary that is not a Note Guarantor will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the maximum liquidation preference, (v) the principal amount of Indebtedness, Disqualified Stock of the Company or a Restricted Subsidiary or Preferred Stock of a Restricted Subsidiary that is not a Note Guarantor issued at a price less than the principal amount thereof, the maximum fixed redemption or created thereunder)repurchase price thereof or liquidation preference thereof, and any Refinancing Indebtedness as applicable, will be equal to the amount of the liability or obligation in respect thereof determined in accordance with GAAP, (vi) if such Indebtedness is denominated in a currency other than U.S. dollars, the U.S. dollar equivalent principal amount thereof shall be calculated based on the relevant currency exchange rates in effect on the date such Indebtedness was Incurred, (vii) the accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Indebtedness (including the issuance of Additional Securities in payment of interest on the Consenting Securities, the Exchange Notes and Guarantees the Private Exchange Notes) and the payment of dividends or distributions in respect the form of additional Capital Stock shall not be deemed an Incurrence of Indebtedness for purposes of this Section 4.03, (viii) Indebtedness permitted by this Section 4.03 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section permitting such Indebtedness, and (ix) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in this Section 4.03, the Company, in its sole discretion, shall classify (or later reclassify) such Indebtedness and only be required to include the amount of such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed the greater of (A) $200.0 million and (B) an amount such that after giving pro forma effect to the Incurrence one of such Indebtedness clauses. For all purposes under this Indenture, including Article VI and Section 9.02 hereof, holders of Non-Consenting Securities shall not have the application benefit of the use terms and provisions of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; or4.03.

Limitation on Indebtedness. (a) The Parent Guarantor will not, and will not permit any of its the Restricted Subsidiaries to, Incur create, incur, assume or suffer to exist any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 to 1.0. (b) Section 4.01(a) will not prohibit the Incurrence of the following Indebtedness (“Permitted Debt”):except: (i) Indebtedness Incurred pursuant arising under the Credit Documents (as defined in the 1997 Credit Agreement), as presently in effect or as may be hereafter required under the present terms of the 1997 Credit Agreement; (ii) Indebtedness of (1) the Guarantor to any Credit Facility Subsidiary of the Guarantor and (including 2) Indebtedness of any Restricted Subsidiary to the Guarantor or any other Subsidiary of the Guarantor; (iii) Indebtedness in respect of letters any bankers' acceptance, letter of credit credit, warehouse receipt or bankers’ acceptances issued similar facilities entered into in the ordinary course of business; (iv) except as provided in CLAUSES (x) and (xi) below, Guarantee Obligations incurred by (1) Restricted Subsidiaries in respect of Indebtedness of the Guarantor or created thereunderother Restricted Subsidiaries that is permitted to be incurred under this Guaranty and (2) the Guarantor in respect of Indebtedness of the Restricted Subsidiaries that is permitted to be incurred under this Guaranty; (v) Guarantee Obligations incurred in the ordinary course of business in respect of obligations of suppliers, customers, franchisees, lessors and licensees; (1) Indebtedness (including Indebtedness arising under Capital Leases) incurred within 270 days of the acquisition, construction or improvement of fixed or capital assets to finance the acquisition, construction or improvement of such fixed or capital assets or otherwise incurred in respect of Capital Expenditures permitted by SECTION 8(l), (2) Indebtedness arising under Capital Leases entered into in connection with Permitted Sale Leasebacks and (3) Indebtedness arising under Capital Leases, other than Capital Leases in effect on the date hereof and Capital Leases entered into pursuant to SUBCLAUSES (1) and (2) above, PROVIDED that the aggregate amount of Indebtedness incurred pursuant to this SUBCLAUSE (3) shall not exceed $100,000,000 at any time outstanding, and (4) any refinancing, refunding, renewal or extension of any Indebtedness specified in SUBCLAUSES (1), (2) or (3) above, PROVIDED that the principal amount thereof is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension; (vii) Indebtedness outstanding on the date hereof and listed on SCHEDULE 8(a) and any Refinancing refinancing, refunding, renewal or extension thereof, PROVIDED that (1) the principal amount thereof is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension, except to the extent otherwise permitted hereunder, and (2) the direct and contingent obligors with respect to such Indebtedness are not changed; (viii) Indebtedness in respect thereof and Guarantees of Hedge Agreements; (ix) Indebtedness in respect of the Subordinated Notes; (1) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Restricted Subsidiary (including a Restricted Subsidiary that is also an Acquisition Subsidiary) or Indebtedness attaching to assets that are acquired by the Guarantor or any Restricted Subsidiary (including any Acquisition Subsidiary), in each case after June 27, 1997 as the result of a Permitted Acquisition, PROVIDED that (w) such Indebtedness existed at the time such Person became a Restricted Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof, (x) such Indebtedness is not guaranteed in any respect by the Guarantor or any Restricted Subsidiary (other than any such person that so becomes a Restricted Subsidiary), (y) (A) such Person executes a Subsidiary Guaranty and a Subsidiary Residual Guaranty to the extent required under SECTION 7(k) and (B) if any such Indebtedness is secured, the Liabilities are equally and ratably secured in a maximum manner reasonably acceptable to the Agent, PROVIDED that the requirements of this SUBCLAUSE (y) shall not apply to an aggregate amount at any time outstanding of up to (and including) $75,000,000 of the aggregate of (1) such Indebtedness and (2) all Indebtedness as to which the proviso to CLAUSE (xi)(1)(y) below then applies and (z) the aggregate amount of such Indebtedness and all Indebtedness incurred under CLAUSE (xi) below, when taken together, does not exceed $200,000,000 in the aggregate at any time outstanding, PROVIDED that, when calculating the outstanding amount of Indebtedness for purposes of this SUBCLAUSE (z), Indebtedness of any Acquisition Subsidiary, Indebtedness attaching to assets of any Acquisition Subsidiary and Indebtedness attaching to assets acquired by any Acquisition Subsidiary shall be excluded, and (2) any refinancing, refunding, renewal or extension of any Indebtedness specified in SUBCLAUSE (1) above, PROVIDED that, except to the extent otherwise permitted hereunder, (x) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension and (y) the direct and contingent obligors with respect to such Indebtedness are not changed; (1) Indebtedness of the Guarantor or any Restricted Subsidiary (including any Acquisition Subsidiary) incurred to finance a Permitted Acquisition, PROVIDED that (x) such Indebtedness is not guaranteed in any respect by any Restricted Subsidiary (other than any Person acquired (the "ACQUIRED PERSON") as a result of such Permitted Acquisition or the Restricted Subsidiary so incurring such Indebtedness) or, in the case of Indebtedness of any Restricted Subsidiary, by the Guarantor, (y) (A) such Person executes a Subsidiary Guaranty and a Subsidiary Residual Guaranty to the extent required under SECTION 7(k) and (B) if a guarantee by such acquired Person of any such Indebtedness is secured by assets of such acquired Person, the Liabilities are equally and ratably secured in a manner reasonably acceptable to the Agent, PROVIDED that the requirements of this SUBCLAUSE (y) shall not apply to an aggregate amount at any time outstanding of up to (and including) $75,000,000 of the aggregate of (1) such Indebtedness and (2) all Indebtedness as to which the proviso to CLAUSE (x)(1)(y) above then applies and (z) the aggregate amount of such Indebtedness and all Indebtedness assumed or permitted to exist under CLAUSE (x) above, when taken together, does not exceed $200,000,000 in the aggregate at any time outstanding, PROVIDED that, when calculating the outstanding amount of Indebtedness for purposes of this SUBCLAUSE (z), Indebtedness of any Acquisition Subsidiary shall be excluded, and (2) any refinancing, refunding, renewal or extension of any Indebtedness specified in SUBCLAUSE (1) above, PROVIDED that (x) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension and (y) the direct and contingent obligors with respect to such Indebtedness are not changed, except to the extent otherwise permitted hereunder; (xii) Indebtedness of Restricted Foreign Subsidiaries in an aggregate amount at any time outstanding not to exceed (i) $20,000,000 MINUS (ii) the greater amount equal to (x) the aggregate amount of Indebtedness incurred and outstanding at such time pursuant to CLAUSE (xiv) below MINUS (y) $200,000,000; (1) Indebtedness incurred in connection with any Permitted Sale Leaseback and (2) any refinancing, refunding, renewal or extension of any Indebtedness specified in SUBCLAUSE (1) above, PROVIDED that, except to the extent otherwise permitted hereunder, (x) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension and (y) the direct and contingent obligors with respect to such Indebtedness are not changed; and (1) additional Indebtedness, PROVIDED that the aggregate amount of Indebtedness incurred and remaining outstanding pursuant to this CLAUSE (xiv) shall not at any time exceed the sum of (x) $200,000,000 and (y) the amount equal to (A) $200.0 million and 20,000,000 MINUS (B) an amount such that after giving pro forma effect to the Incurrence of such Indebtedness and the application of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of feesIndebtedness then outstanding under CLAUSE (xii) above, underwriting discountsand (2) any refinancing, premiums and other costs and expenses incurred refunding, renewal or extension of any Indebtedness specified in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(iSUBCLAUSE (1) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; orabove.

Limitation on Indebtedness. (a) The Parent will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, Incur Incur, directly or indirectly, any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent and Company, SCI LLC or any Restricted Subsidiary Note Guarantor may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof)thereto, the Fixed Charge Consolidated Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 to 1.0be greater than 2.25:1. (b) Notwithstanding Section 4.01(a) will not prohibit 4.03(a), the Incurrence of Company and, to the extent specified, its Restricted Subsidiaries may Incur the following Indebtedness (“Permitted Debt”):Indebtedness: (i) Bank Indebtedness of the Company, SCI LLC or any Note Guarantor and any Receivables Facility in an aggregate principal amount not to exceed $1.025 billion less the aggregate amount of all prepayments of principal applied to permanently reduce any such Indebtedness; (ii) Indebtedness in respect of a Receivables Facility in an aggregate principal amount not to exceed the lesser of (1) the amount of all prepayments of principal applied to permanently reduce Indebtedness under Section 4.03(b)(i) and (2) $100 million; (iii) Indebtedness of the Company owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Company or any other Restricted Subsidiary; provided, however, that (1) any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the issuer thereof, (2) if the Company or SCI LLC is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes and (3) if a Note Guarantor is the obligor, such Indebtedness is subordinated in right of payment to the Note Guarantee of such Note Guarantor; (iv) Indebtedness represented by the Junior Subordinated Note, the Notes, the Note Guarantees, the Exchange Notes, Guarantees of the Exchange Notes and any replacement Notes issued pursuant to this Indenture; (v) Indebtedness outstanding on the Closing Date (other than the Indebtedness described in clause (ii), (iii) or (iv) of this Section 4.03(b)); (vi) Indebtedness consisting of Refinancing Indebtedness Incurred pursuant to any Credit Facility (including in respect of any Indebtedness described in Section 4.03(a) and in clauses (iv), (v), (vi), (vii), (x) and (xiii) of this Section 4.03(b); (vii) Indebtedness consisting of Guarantees of (1) any Indebtedness permitted under Section 4.03(a), so long as the Person providing the Guarantee is a Note Guarantor or (2) any Indebtedness permitted under this Section 4.03(b); (viii) Indebtedness of the Company or any of its Restricted Subsidiaries in respect of worker's compensation claims, self-insurance obligations, performance bonds, bankers' acceptances, letters of credit, surety, appeal or similar bonds and completion guarantees provided by the Company and the Restricted Subsidiaries in the ordinary course of their business; provided, however, that upon the drawing of letters of credit for reimbursement obligations, including with respect to workers' compensation claims, or bankers’ acceptances issued the Incurrence of other Indebtedness with respect to reimbursement type obligations regarding workers' compensation claims, such obligations are reimbursed within 30 days following such drawing or created thereunder)Incurrence; (ix) Indebtedness under Interest Rate Agreements and Currency Agreements entered into for bona fide hedging purposes of the Company in the ordinary course of business; (x) Purchase Money Indebtedness, mortgage financings and Capitalized Lease Obligations, in each case Incurred by the Company, SCI LLC or any Restricted Subsidiary for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in a Permitted Business, and in an aggregate principal amount not in excess of $25 million at any Refinancing one time outstanding. (xi) Indebtedness of the Company 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 (except in respect thereof and Guarantees the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five business days of Incurrence; (xii) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the disposition of any business, assets or Capital Stock of the Company or any Restricted Subsidiary; provided that (1) the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Company and its Subsidiaries in connection with such disposition and (2) such Indebtedness is not reflected in the balance sheet of the Company or any Restricted Subsidiary (contingent obligations referred to in a maximum footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (2)); (xiii) Indebtedness of the Company or any of its Restricted Subsidiaries that is Acquired Debt in an aggregate principal amount at any time outstanding not to exceed $25 million; or (xiv) Indebtedness (other than Indebtedness permitted to be Incurred pursuant to Section 4.03(a) or any other clause of Section 4.03(b)) of the greater Company or any Restricted Subsidiary in an aggregate principal amount (or accreted value, as applicable) on the date of Incurrence that, when added to all other Indebtedness Incurred pursuant to this clause (Axiv) and then outstanding, shall not exceed $200.0 50 million, of which up to $25 million and may be Incurred by Restricted Subsidiaries that are not Note Guarantors. (Bc) an amount Notwithstanding the foregoing, neither the Company nor SCI LLC shall Incur any Indebtedness pursuant to Section 4.03(b) above if the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations of such that after giving pro forma effect Person in reliance on Section 4.04(b)(ii) unless such Indebtedness shall be subordinated to the Incurrence of Notes to at least the same extent as such Subordinated Obligations. Neither the Company nor SCI LLC shall Incur any Indebtedness if such Indebtedness is subordinated or junior in right of payment to any Senior Indebtedness unless such Indebtedness is Senior Subordinated Indebtedness or is expressly subordinated in right of payment to Senior Subordinated Indebtedness. In addition, neither the Company nor SCI LLC shall Incur any Secured Indebtedness that is not Senior Indebtedness unless contemporaneously therewith effective provision is made to secure the Notes equally and the application of the use of proceeds therefrom ratably with (or on such datea senior basis to, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing Indebtedness subordinated in right of payment to the Notes) such Secured Indebtedness for so long as such Secured Indebtedness is secured by a Lien. A Note Guarantor shall not Incur any Indebtedness permitted under if such Indebtedness is by its terms expressly subordinated or junior in right of payment to any Senior Indebtedness of such Note Guarantor unless such Indebtedness is Senior Subordinated Indebtedness of such Note Guarantor or is expressly subordinated in right of payment to Senior Subordinated Indebtedness of such Note Guarantor. In addition, a Note Guarantor shall not Incur any Secured Indebtedness that is not Senior Indebtedness of such Note Guarantor unless contemporaneously therewith effective provision is made to secure the Note Guarantee of such Note Guarantor equally and ratably with (or on a senior basis to, in the case of Indebtedness subordinated in right of payment to such Note Guarantee) such Secured Indebtedness for as long as such Secured Indebtedness is secured by a Lien. (d) Notwithstanding any other provision of this Section 4.01(b)(i) 4.03, the maximum amount of Indebtedness that the Company or any portion thereofRestricted Subsidiary may Incur pursuant to this Section 4.03 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.03, (i) Indebtedness Incurred pursuant to the Credit Agreement prior to or on the Closing Date shall be treated as Incurred pursuant to Section 4.03(b)(i), (ii) Indebtedness permitted by this Section 4.03 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.03 permitting such Indebtedness, (iii) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in this Section 4.03, the Company, in its sole discretion, shall classify such Indebtedness and only be required to include the amount of such Indebtedness in one of such clauses and (iv) the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of any Indebtedness that may be Incurred under this Guaranteed pursuant to Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i4.03(b)(vii) shall will be included in the calculation of Indebtedness, but the corresponding amount of Consolidated Senior Secured Net Leverage used the Guarantee will not be so included. (e) Accrual of interest, the accretion of accreted value and the payment of interest in the calculation form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness for purposes of this covenant. (f) For purposes of determining compliance with any U.S. dollar- denominated restriction on the Consolidated Senior Secured Net Leverage Ratio; Incurrence of Indebtedness, the U.S. dollar- equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided, that (i) the U.S. dollar-equivalent principal amount of any such Indebtedness outstanding or committed on the Closing Date shall be calculated based on the relevant currency exchange rate in effect on August 1, 1999, and (ii) A. Guarantees by if such Indebtedness is Incurred to Refinance other Indebtedness denominated in a foreign currency, and such Refinancing would cause the Parent or any Restricted Subsidiary applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of Indebtedness of the Parent or any Restricted Subsidiarysuch Refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the Incurrence principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced. The principal amount of any Indebtedness Incurred to Refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being Refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is permitted under denominated that is in effect on the date of such Refinancing. (g) The Company will not, and will not permit SCI LLC to, make any amendment to the Junior Subordinated Note which (i) makes the Junior Subordinated Note subordinated in right of payment to the Notes to a lesser extent than on the Closing Date or (ii) results or could result in any cash payment of principal, premium or interest in respect of the Junior Subordinated Note becoming due at any time prior to the date such payment would have been required in accordance with the terms of this Indenture; orthe Junior Subordinated Note as in effect on the Closing Date.

Limitation on Indebtedness. (a) The Parent Company will not, and will not permit any of its Restricted Subsidiaries to, Incur directly or indirectly, incur, create, assume, guarantee or in any other manner become directly or indirectly liable or responsible for the payment of, any Indebtedness (including any Acquired Indebtedness), other than Permitted Indebtedness, unless at the time of such event (a) (i) any such Indebtedness or Acquired Indebtedness (other than Senior Indebtedness) has no sinking fund or amortization payment date or final maturity date prior to the Stated Maturity of the Securities and (ii) in the case of Indebtedness subordinated in right of payment to the Securities, the instrument evidencing such Indebtedness shall include subordination provisions substantially similar to those set forth in Article XI as if the Securities were Senior Indebtedness with respect to such Indebtedness and (b) after giving effect thereto and to any acquisition being financed through the incurrence of such Indebtedness and to any Acquired Indebtedness incurred or assumed therewith on a pro forma basis, either (i) the ratio expressed as a percentage of (A) the Indebtedness of the Company and its Restricted Subsidiaries to (B) the sum of (1) the Oil and Gas Reserve Estimate with respect to the Company and the Restricted Subsidiaries plus (2) the value of the Company's direct or indirect percentage ownership in publicly-held Subsidiaries (other than its Restricted Subsidiaries) engaged in oil and gas exploration, development, production or transportation and, without duplication, the Special Subsidiaries, in each case based upon the Average Quoted Price of the common stock of such Subsidiaries or Special Subsidiaries, shall not be greater than 40% or (ii) the ratio expressed as a percentage of (A) the Indebtedness of the Company and its Restricted Subsidiaries to (B) the sum of (1) the Indebtedness of the Company and its Restricted Subsidiaries plus (2) the product of the number of outstanding shares of the Company's common stock as of the date of determination multiplied by the Average Quoted Price of such Capital Stock, plus (3) the product of the number of outstanding shares of the Company's Capital Stock (other than shares held by the Company, or any Subsidiary) as of the date of determination multiplied by the Average Quoted Price of such Capital Stock, shall not be greater than 25%. For purposes of this calculation, (i) a Subsidiary shall be considered publicly-held if there is a Quoted Price available for its Capital Stock and (ii) the Oil and Gas Reserve Estimate shall include, in connection with an acquisition, on a pro forma basis the Oil and Gas Reserve Estimate, if any, of any acquired person and shall be determined as of the end of the fiscal year of the Company and, if applicable, the acquired person, most recently concluded if then available, but if not then available, the end of the previous fiscal year of the Company and, if applicable, the acquired person; provided, however, that the Parent Company may, at its option, make such calculation utilizing a more recent Oil and any Restricted Subsidiary may Incur Indebtedness Gas Reserve Estimate in lieu of the Oil and Gas Reserve Estimate referred to in the preceding clause if (including Acquired Indebtednessa) if such estimate is prepared, to the extent of at least 85% of the quantities of proven oil and gas reserves set forth in such estimate (which shall be determined on the basis that six thousand cubic feet of gas equal one barrel of oil), by a nationally recognized independent petroleum engineer, reasonably satisfactory to the Trustee, (b) such Oil and Gas Reserve Estimate is determined on a basis consistent with the estimate prepared at fiscal year end, except that the oil and gas prices and currency prices utilized therein shall be as of the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 to 1.0. (b) Section 4.01(a) will not prohibit the Incurrence of the following Indebtedness (“Permitted Debt”): (i) Indebtedness Incurred pursuant to any Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed the greater of (A) $200.0 million more recent estimate and (Bc) an amount such that after giving pro forma effect officer authorized by the Company delivers to the Incurrence of Trustee a certificate to the effect that such Indebtedness and estimate has been prepared in accordance with the application of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence of such Indebtedness is permitted under the terms requirements of this Indenture; or."

Limitation on Indebtedness. (a) The Parent will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, Incur create, incur, assume or directly or indirectly guarantee or in any other manner become directly or indirectly liable for (“incur”) any Indebtedness (including Acquired Indebtedness); provided, however, except that the Parent Company may incur Indebtedness and any a Guarantor may incur Permitted Subsidiary Indebtedness if, in each case, the Debt to Operating Cash Flow Ratio of the Company and the Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) if on Subsidiaries at the date time of the incurrence of such Incurrence and Indebtedness, after giving pro forma effect thereto (including pro forma application of the proceeds thereof)thereto, the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 to 1.0is 7:1 or less. (b) Section 4.01(a) will The foregoing limitation shall not prohibit apply to the Incurrence incurrence of any of the following Indebtedness (collectively, “Permitted DebtIndebtedness”): (i) (A) Indebtedness Incurred pursuant of the Company under the Bank Credit Agreement and (B) any Indebtedness incurred to any refinance, restructure, replace or substitute the Company’s Indebtedness under the Bank Credit Facility (including Agreement in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum an aggregate principal amount at any one time outstanding not to exceed an aggregate principal amount equal to (a) the greater term loans outstanding under the Bank Credit Agreement as of the Issue Date plus (Ab) $200.0 million and amounts committed as of the Issue Date under any revolving credit facility thereunder plus (Bc) an amount such that after giving pro forma effect additional borrowings we may request under the Bank Credit Agreement as of the Issue Date in accordance with the “accordion” feature thereof; (ii) Indebtedness of the Company pursuant to the Incurrence Securities (other than any Additional Securities) and Indebtedness of any Guarantor pursuant to a Guarantee; (iii) Indebtedness of any Guarantor consisting of a guarantee of the Company’s Indebtedness under the Bank Credit Agreement, the Existing Secured Notes and the Existing Senior Notes; (iv) Indebtedness of the Company or any Restricted Subsidiary outstanding on the Issue Date other than any Indebtedness incurred pursuant to clause (i); (v) Indebtedness of the Company owing to a Restricted Subsidiary; provided that any Indebtedness of the Company owing to a Restricted Subsidiary that is not a Guarantor is made pursuant to an intercompany note in the form attached to this Indenture as Exhibit E and is subordinated in right of payment from and after such time as the Securities shall become due and payable (whether at Stated Maturity, acceleration or otherwise) to the payment and performance of the Company’s obligations under the Securities; provided, further, that any disposition, pledge or transfer of any such Indebtedness to a Person (other than a disposition, pledge or transfer to a Wholly Owned Restricted Subsidiary or a pledge to or for the benefit of the lenders under the Bank Credit Agreement) shall be deemed to be an incurrence of such Indebtedness by the obligor not permitted by this clause (v); (vi) Indebtedness of a Wholly Owned Restricted Subsidiary owing to the Company or another Wholly Owned Restricted Subsidiary; provided that, with respect to Indebtedness owing to a Wholly Owned Restricted Subsidiary that is not a Guarantor, (1) any such Indebtedness is made pursuant to an intercompany note in the form attached to this Indenture as Exhibit E and (2) any such Indebtedness shall be subordinated in right of payment from and after such time as the application obligations under the Guarantee by such Wholly Owned Restricted Subsidiary shall become due and payable to the payment and performance of such Wholly Owned Restricted Subsidiary’s obligations under its Guarantee; provided, further, that (1) any disposition, pledge or transfer of any such Indebtedness to a Person (other than a disposition, pledge or transfer to the Company or a Wholly Owned Restricted Subsidiary or pledge to or for the benefit of the use lenders under the Bank Credit Agreement) shall be deemed to be an incurrence of proceeds therefrom on such dateIndebtedness by the obligor not permitted by this clause (vi) and (2) any transaction pursuant to which any Wholly Owned Restricted Subsidiary, which has Indebtedness owing to the Company or any other Wholly Owned Restricted Subsidiary, ceases to be a Wholly Owned Restricted Subsidiary shall be deemed to be the incurrence of Indebtedness by such Wholly Owned Restricted Subsidiary that is not permitted by this clause (vi); (vii) Indebtedness pursuant to guarantees of any Restricted Subsidiary made in accordance with the provisions of Section 1013; (viii) Indebtedness pursuant to obligations of the Company entered into in the ordinary course of business and not for speculative purposes pursuant to Interest Rate Agreements designed to protect the Company against fluctuations in interest rates in respect of the Company’s Indebtedness; (ix) Indebtedness incurred pursuant to any refinancing, replacement, redemption or repurchase of the Existing Convertible Notes, including Indebtedness incurred to pay a dividend or make a distribution or loan to Parent to fund such refinancing, replacement, redemption or repurchase, in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) not in excess of the aggregate principal amount of Existing Convertible Notes so refinanced, replaced, redeemed or repurchased, plus the lesser of (I) the stated amount of any premium, interest or other payment required to be paid in connection with such refinancing, replacement, redemption or repurchase pursuant to the terms of the Existing Convertible Notes or (II) the amount of premium, interest or other payment actually paid at such time to refinance, replace, redeem or repurchase the Existing Convertible Notes plus, in either case, the Consolidated Senior Secured Net Leverage Ratio amount of expenses of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses Company incurred in connection with such refinancing; , replacement, redemption or repurchase, provided that for purposes such Indebtedness (A) does not mature and is not subject to mandatory redemption at the option of determining the holder thereof (other than pursuant to change of control provisions or asset sale offers) prior to the 91st day after the Stated Maturity of the Securities, (B) is unsecured or is secured by property that also secures the Securities and the Guarantees on an equal and ratable basis or on a basis that is senior in priority to such Indebtedness, (C) does not have restrictive covenants or other terms that are more stringent in any material respect than the covenants set forth in this Indenture after giving effect to any amendment to this Indenture and the Securities made in compliance with this Indenture and (D) is not directly or indirectly guaranteed by any entity that does not also guarantee the Securities; (x) Indebtedness incurred pursuant to any renewals, extensions, substitutions, refundings, refinancings or replacements (collectively, a “refinancing”) of any Indebtedness described in Section 1008(a) and clauses (ii), (iii), (iv), (v), and (ix) above, including any successive refinancings in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) not in excess of the aggregate principal amount of such Indebtedness so refinanced, plus the lesser of (I) the stated amount of any premium, interest or other payment required to be paid in connection with such a refinancing pursuant to the terms of the Indebtedness being refinanced or (II) the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i)premium, all Indebtedness Incurred under this Section 4.01(b)(i) shall be included interest or other payment actually paid at such time to refinance the Indebtedness, plus, in either case, the amount of Consolidated Senior Secured Net Leverage expenses of the Company incurred in connection with such refinancing and (A) in the case of Subordinated Indebtedness such new Indebtedness is expressly subordinated in right of payment to the Securities or the Guarantees, as the case may be, at least to the same extent as the Subordinated Indebtedness to be refinanced and (B) in the case of Pari Passu Indebtedness or Subordinated Indebtedness, such refinancing does not reduce the Average Life to Stated Maturity or the Stated Maturity of such Indebtedness; (xi) Indebtedness created due to a change in generally accepted accounting principles of the United States, as applied to the Company and the Restricted Subsidiaries, or international financial reporting standards, should such standards become applicable to the Company and the Restricted Subsidiaries; (xii) Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price, or cost of construction or improvement, of property (real or personal), plant or equipment used in the calculation business of the Consolidated Senior Secured Net Leverage Ratio;Company or any of the Restricted Subsidiaries, and any renewals, extensions, substitutions, refinancings, or replacements of such Indebtedness, in an aggregate principal amount not to exceed $50,000,000 at any time outstanding; and (iixiii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent Company in addition to that described in clauses (i) through (xii) above, and any renewals, extensions, substitutions, refinancings, or any Restricted Subsidiaryreplacements of such Indebtedness, so long as the Incurrence aggregate principal amount of all such Indebtedness shall not exceed $85,000,000 at any one time outstanding. In the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in the subsections (a) and (b) of this Section 1008, the Company, in its sole discretion, shall classify such item of Indebtedness on the date of incurrence and may later reclassify such item of Indebtedness in any manner that complies with this covenant and only be required to include the amount and type of such Indebtedness is permitted in one of such clauses; provided that all Indebtedness outstanding on the Issue Date under the terms Bank Credit Agreement shall be deemed incurred under subsection (b)(i) and not subsections (a) or (b)(iv) of this Indenture; orSection 1008 and may not later be reclassified.

Limitation on Indebtedness. (a) The Parent Borrower will not, and will not permit any of its the Restricted Subsidiaries toto create, Incur incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise suffer to exist any Indebtedness, except: 159 LPL – Conformed A&R Credit Agreement (a) Indebtedness arising under (i) the Credit Documents, including Acquired Indebtedness); provided, however, that the Parent pursuant to Sections 2.14 and 2.15 hereof and any Restricted Subsidiary may Incur Credit Agreement Refinancing Indebtedness and (including Acquired Indebtednessii) if on the date of such Incurrence Senior Notes Documents in an aggregate outstanding principal amount under this clause (ii) not to exceed $1,300,000,000 and after giving pro forma effect thereto (including pro forma application of the proceeds any Permitted Refinancing Indebtedness in respect thereof), the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 to 1.0.; (b) Section 4.01(aIndebtedness of (i) will the Borrower or any Subsidiary Guarantor owing to the Borrower or any Restricted Subsidiary; provided that any such Indebtedness owing by a Credit Party to a Subsidiary that is not prohibit a Subsidiary Guarantor shall (x) be evidenced by the Incurrence Intercompany Note or (y) otherwise be outstanding on the Effective Date so long as such Indebtedness is evidenced by the Intercompany Note or otherwise subject to subordination terms substantially identical to the subordination terms set forth in Exhibit N within 60 days of the following Indebtedness Effective Date or such later date as the Administrative Agent shall reasonably agree, in each case, to the extent permitted by Applicable Law and not giving rise to material adverse tax consequences, (“Permitted Debt”):ii) any Restricted Subsidiary that is not a Subsidiary Guarantor owing to any other Restricted Subsidiary that is not a Subsidiary Guarantor and (iii) to the extent permitted by Section 10.5, any Restricted Subsidiary that is not a Subsidiary Guarantor owing to the Borrower or any Subsidiary Guarantor; (i) Indebtedness Incurred pursuant to in respect of any Credit Facility bankers’ acceptance, bank guarantees, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business (including in respect of letters workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims) and (ii) Indebtedness supported by Letters of credit or bankers’ acceptances issued or created thereunder), and Credit in an amount not to exceed the Stated Amount of such Letters of Credit; (d) Guarantee Obligations incurred by (i) any Refinancing Indebtedness in respect thereof and Guarantees Restricted Subsidiary in respect of Indebtedness of the Borrower or any other Restricted Subsidiary that is permitted to be incurred under this Agreement and (ii) the Borrower in respect of Indebtedness of any Restricted Subsidiary that is permitted to be incurred under this Agreement; (e) Guarantee Obligations incurred in the ordinary course of business in respect of obligations to suppliers, customers, franchisees, lessors, licensees, sublicensees or distribution partners; (i) Indebtedness the proceeds of which are used to finance the acquisition, lease, construction, repair, replacement, expansion or improvement of fixed or capital assets or otherwise issued or incurred in respect of Capital Expenditures; provided that (A) such Indebtedness is issued or incurred concurrently with or within 270 days after the applicable acquisition, lease, construction, repair, replacement, expansion or improvement and (B) such Indebtedness is not issued or incurred to acquire Capital Stock of any Person and (ii) any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness; provided that, after giving effect to the incurrence or issuance of any such Indebtedness, the Borrower shall be in compliance on a maximum Pro Forma Basis with the covenants set forth in Sections 10.9 and 10.10 as of the most recently ended Test Period on or prior to the incurrence of any such Indebtedness, calculated on a Pro Forma Basis, as if such incurrence (and transaction) had occurred on the first day of such Test Period; 160 LPL – Conformed A&R Credit Agreement (g) (i) Indebtedness arising under Capitalized Leases, other than Capitalized Leases in effect on the Effective Date (and set forth on Schedule 10.1) and (ii) any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; provided that, after giving effect to the incurrence or issuance of any such Indebtedness, the Borrower shall be in compliance on a Pro Forma Basis with the covenants set forth in Sections 10.9 and 10.10 as of the most recently ended Test Period on or prior to the incurrence of any such Indebtedness, calculated on a Pro Forma Basis, as if such incurrence (and transaction) had occurred on the first day of such Test Period; provided further that at the time of incurrence thereof and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount at any time of Indebtedness outstanding under this clause (g) shall not to exceed the greater of (Ax) $200.0 million 10,000,000 and (By) an amount such that after giving pro forma effect to the Incurrence 0.3% of such Indebtedness and the application Consolidated Total Assets (measured as of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence of date such Indebtedness is permitted under issued or incurred based upon the terms Section 9.1 Financials most recently delivered on or prior to such date of this Indenture; orincurrence);

Limitation on Indebtedness. (a) The Parent Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, provided that the Parent Company may Incur Indebtedness or Acquired Indebtedness and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) if , if, on the date of such Incurrence and Incurrence, after giving pro forma effect thereto (including pro forma to the Incurrence of such Indebtedness and the receipt and application of the proceeds thereof)therefrom, the Fixed Charge Coverage Consolidated Leverage Ratio would be less than or equal to 7.0 to 1, for Indebtedness Incurred on or prior to March 31, 1999, or 6.0 to 1, for Indebtedness Incurred thereafter. Notwithstanding the Parent and its foregoing, the Company and, to the extent provided below, any Restricted Subsidiaries would have been at least 2.0 to 1.0. (b) Section 4.01(a) will not prohibit the Incurrence of Subsidiary may Incur the following Indebtedness (“each, "Permitted Debt”Indebtedness"): (i) Indebtedness of the Company Incurred under the Credit Agreement, or Guarantees thereof pursuant to any the Credit Facility (including Agreement, in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum an aggregate principal amount at any time outstanding not to exceed $1.65 billion less any amount of Indebtedness permanently repaid as provided under Section 3.10; (ii) Indebtedness of the greater Company or any Restricted Subsidiary to the Company or any Wholly Owned Restricted Subsidiary as long as such Indebtedness continues to be owed to the Company or any Wholly Owned Restricted Subsidiary; (iii) Indebtedness of the Company pursuant to the Securities and Indebtedness of any Guarantor pursuant to a Subsidiary Guarantee of the Securities; (iv) Indebtedness consisting of Guarantees by a Person that becomes a Restricted Subsidiary of Indebtedness Incurred by the Company to finance the acquisition of such Person, provided, that the Incurrence of the Indebtedness being Guaranteed is permitted under the Indenture; (v) Indebtedness consisting of Guarantees by Restricted Subsidiaries which Guarantees are permitted to be Incurred under Section 3.15; (vi) Indebtedness of the Company or any Restricted Subsidiary ("Permitted Refinancing Indebtedness") issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Indebtedness (other than Indebtedness of the Company pursuant to the Credit Agreement), in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided that Indebtedness the proceeds of which are used to refinance or refund the Securities or Indebtedness that is pari passu with, or subordinated in right of payment to, the Securities shall only be permitted under this clause (vi) if (A) $200.0 million and in case the Securities are refinanced in part or the Indebtedness to be refinanced is pari passu with the Securities, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Securities, (B) in case the Indebtedness to be refinanced is subordinated in right of payment to the Securities, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made subordinate in right of payment to the Securities at least to the extent that the Indebtedness to be refinanced is subordinated to the Securities and (C) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded; and provided further that in no event may Indebtedness of the Company be refinanced pursuant to this clause (vi) by means of any Indebtedness of any Restricted Subsidiary; (vii) Indebtedness of the Company or any Restricted Subsidiary (A) in respect of bid, performance, surety or appeal bonds provided in the ordinary course of business consistent with past practice, (B) under Currency Agreements and Interest Rate Agreements (provided that such Currency Agreements do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder) or (C) arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), in a principal amount not to exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition; (viii) Indebtedness of the Company or any Restricted Subsidiary under letters of credit and bankers' acceptances issued in the ordinary course of business; (ix) Indebtedness of the Company, to the extent the net proceeds thereof are promptly (A) used to purchase Securities tendered in an Offer to Purchase made as a result of a Change in Control or (B) deposited to defease the Securities pursuant to Article Eleven; (x) Indebtedness of the Company or any Restricted Subsidiary outstanding on the Issue Date (other than Indebtedness described in clause (i), (ii) or (iii) of this Section 3.09); (xi) Indebtedness of the Company or any Restricted Subsidiary in an aggregate principal amount such that at any time outstanding not to exceed $100 million ; and (xii) Indebtedness of Restricted Subsidiaries in an aggregate principal amount at any time outstanding not to exceed $200 million, provided, that, after giving pro forma effect to the Incurrence of such Indebtedness and the application of the use of proceeds therefrom on such datetherefrom, the Consolidated Senior Secured Net Leverage Ratio Company could Incur at least $1.00 of Indebtedness under the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case first paragraph of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for 3.09. For purposes of determining compliance with this section, (A) in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in the clauses of the preceding paragraph, the Company, in its sole discretion, shall classify such item of Indebtedness and only be required to include the amount and type of such Indebtedness in one of such clauses, (B) an item of Indebtedness may be divided and classified in more than one of the types of Indebtedness described above and (C) the amount of Indebtedness issued at a price that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) is less than the principal amount thereof shall be included in equal to the amount of Consolidated Senior Secured Net Leverage used the liability in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; orrespect thereof determined in conformity with GAAP.

Limitation on Indebtedness. (a) The Parent will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, Incur Incur, directly or indirectly, any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent and Company or any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof)thereto, the Fixed Charge Consolidated Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 be greater than 2.00 to 1.01.00. (b) Notwithstanding Section 4.01(a4.03(a), the Company and its Restricted Subsidiaries may Incur the following Indebtedness: (i) will Bank Indebtedness Incurred pursuant to the Credit Agreement in an aggregate principal amount not prohibit to exceed $65,000,000 less the aggregate amount of all prepayments of principal applied permanently to reduce any such Indebtedness; (ii) Indebtedness of the Company owed to, and held by, any Wholly Owned Subsidiary or Indebtedness of a Restricted Subsidiary owed to, and held by, the Company or any Wholly Owned Subsidiary; provided, however, that (i) any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or a Wholly Owned Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the following issuer thereof and (ii) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Securities; (iii) Indebtedness (“Permitted Debt”):A) represented by the Securities (not including any Additional Securities) and the Guarantees, (B) outstanding on the Closing Date (other than the Indebtedness described in clauses (i) and (ii) of this Section 4.03(b)), (C) consisting of Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause (iii) or clause (v) (including Indebtedness Refinancing, Refinancing Indebtedness) or Section 4.03(a) or (D) consisting of guarantees of any Indebtedness permitted under clauses (i) and (ii) of this Section 4.03(b); (iv) Indebtedness (A) in respect of performance bonds, bankers' acceptances, letters of credit and surety or appeal bonds provided by the Company and the Restricted Subsidiaries in the ordinary course of their business and (B) under Interest Rate Agreements entered into for bona fide hedging purposes of the Company in the ordinary course of business; provided, however, that such Interest Rate Agreements do not increase the Indebtedness of the Company outstanding at any time other than as a result of fluctuations in interest rates or by reason of fees, indemnities and compensation payable thereunder; (v) Purchase Money Indebtedness (including Capitalized Lease Obligations) in an aggregate principal amount not in excess of $10,000,000 at any time outstanding; (vi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within two Business Days of its incurrence; (vii) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary of the Company, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary of the Company for the purpose of financing such acquisition; provided, however, that (a) such Indebtedness is not reflected on the balance sheet of the Company or any Restricted Subsidiary (provided that contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will be deemed not to be reflected on such balance sheet for purposes of this clause (a)) and (b) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds, including noncash proceeds (the fair market value of such noncash proceeds being measured at the time it is received and without giving effect to any subsequent changes in value), actually received by the Company and the Restricted Subsidiaries in connection with such disposition; or (viii) Indebtedness (other than Indebtedness permitted to be Incurred pursuant to Section 4.03(a) or any other clause of this Section 4.03(b)) in an aggregate principal amount on the date of Incurrence that, when added to all other Indebtedness Incurred pursuant to this clause (viii) and then outstanding, shall not exceed $10,000,000. (c) Notwithstanding the foregoing, the Company may not Incur any Indebtedness pursuant to Section 4.03(b) above if the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations unless such Indebtedness will be subordinated to the Securities to at least the same extent as such Subordinated Obligations. (d) Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may Incur pursuant to this Section 4.03 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rates of currencies. For purposes of determining the outstanding principal amount of any particular Indebtedness Incurred pursuant to this Section 4.03, (i) Indebtedness Incurred pursuant to any the Credit Facility Agreement prior to or on the Closing Date shall be treated as Incurred pursuant to clause (including i) of paragraph (b) above, (ii) Indebtedness permitted by this Section 4.03 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in respect part by one such provision and in part by one or more other provisions of letters this Section 4.03 permitting such Indebtedness and (iii) in the event that Indebtedness meets the criteria of credit or bankers’ acceptances issued or created thereunder)more than one of the types of Indebtedness described in this Section 4.03, the Company, in its sole discretion, shall classify such Indebtedness and any Refinancing Indebtedness in respect thereof and Guarantees in respect only be required to include the amount of such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed the greater of (A) $200.0 million and (B) an amount such that after giving pro forma effect to the Incurrence one of such Indebtedness and the application of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; orclauses.

Limitation on Indebtedness. (a) The Parent Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, Incur Incur, directly or indirectly, any Indebtedness (including Acquired Indebtedness); provided, however, provided that the Parent Company and any Restricted Subsidiary may the Company Guarantors will be entitled to Incur Indebtedness (including Acquired Indebtedness) if if, on the date of such Incurrence and after giving effect thereto on a pro forma effect thereto (including pro forma application of basis, no Default has occurred and is continuing and the proceeds thereof), the Fixed Charge Consolidated Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least exceeds 2.0 to 1.01. (b) Section 4.01(a) Notwithstanding the foregoing paragraph (a), the Company and the Restricted Subsidiaries will not prohibit the Incurrence be entitled to Incur any or all of the following Indebtedness (“Permitted Debt”):Indebtedness: (i1) Indebtedness Incurred pursuant to any the Credit Facility Agreements (including any Guarantees thereof); provided that, after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this clause (1) and then outstanding does not exceed the sum of (x) 65% of the book value of the inventory of the Company and its Restricted Subsidiaries (other than any inventory constituting Inventory and Related Assets pledged, sold or otherwise transferred or encumbered in respect connection with a Qualified Securitization Transaction); and (y) 85% of letters the book value of credit the accounts receivable of the Company and its Restricted Subsidiaries (other than any accounts receivable constituting Receivables and Related Assets pledged, sold or bankers’ acceptances issued otherwise transferred or created thereunderencumbered in connection with a Qualified Securitization Transaction); (2) Indebtedness owed to and held by the Company or a Wholly Owned Subsidiary; provided, and that (A) any Refinancing Indebtedness subsequent issuance or transfer of any Capital Stock which results in respect thereof and Guarantees in respect any such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or a Wholly Owned Subsidiary) shall be deemed, in a maximum aggregate principal amount at any time outstanding not each case, to exceed the greater of (A) $200.0 million and (B) an amount such that after giving pro forma effect to constitute the Incurrence of such Indebtedness by the obligor thereon and (B) if the application of Company is the use of proceeds therefrom obligor on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 Indebtedness (other than customary Indebtedness to 1.00; plus in the case of any refinancing of any a Securitization Subsidiary or Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(ito a Company Guarantor), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence of such Indebtedness is permitted under expressly subordinated after a Default to the terms prior payment in full in cash of this Indenture; orall obligations with respect to the Notes;

Limitation on Indebtedness. (a) The Parent Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent Company and any Restricted Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto Incurrence: (including pro forma application of i) the proceeds thereof), the Fixed Charge Consolidated Coverage Ratio for the Parent Company and its Restricted Subsidiaries would have been is at least 2.0 2.25 to 1.01.00; and (ii) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of Incurring the Indebtedness or transactions relating to such Incurrence. (b) Notwithstanding Section 4.01(a) will not prohibit the Incurrence 6.2(a), any of the following Indebtedness (“Permitted Debt”):may be Incurred, to the extent constituting Indebtedness: (i) additional Indebtedness of the Company and its Restricted Subsidiaries Incurred pursuant to any Credit Facility Facility, so long as the aggregate amount of all Indebtedness Incurred under this clause (including in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount i) that is at any time outstanding (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) does not to exceed the greater of (x) $1.25 billion and (y) $600.0 million plus 12.5% of ACNTA, in each case, as of the date of such Incurrence; (ii) Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Company or any Restricted Subsidiary; provided, however, that: (A) $200.0 million if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Loans; and (1) any subsequent issuance or transfer of Capital Stock or any other event that results in any such Indebtedness being beneficially held by a Person other than the Company or a Restricted Subsidiary and (2) any sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be; (iii) Indebtedness represented by (A) the Loans issued on the Closing Date (and any Exchange Notes exchanged therefor) and the Guaranty, (B) an amount any other Indebtedness (other than the Indebtedness described in Sections 6.2(b)(i) and (ii)) outstanding on the Closing Date, and any guarantees in respect thereof, and (C) any Refinancing Indebtedness Incurred in respect of any Indebtedness described in this Section 6.2(b)(iii) or Section 6.2(b)(iv) or Incurred pursuant to Section 6.2(a); (iv) Indebtedness of a Restricted Subsidiary Incurred and outstanding on the date on which such that Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred (A) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company or (B) otherwise in connection with, or in contemplation of, such acquisition); provided, however, that, at the time such Restricted Subsidiary is acquired by the Company, the Company would have been able to Incur $1.00 of additional Indebtedness pursuant to Section 6.2(a) after giving pro forma effect to the Incurrence of such Indebtedness and the application pursuant to this clause (iv); (v) any Hedging Obligations; provided that such Hedging Obligations are related to business transactions of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and Company or its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus entered into in the case ordinary course of any refinancing business and are Incurred for bona fide hedging purposes (and not for speculative purposes) of the Company or its Restricted Subsidiaries (as determined in good faith by the Board of Directors or senior management of the Company); (vi) any Indebtedness permitted under this Section 4.01(b)(iarising from any agreement of the Company or a Restricted Subsidiary providing for indemnities, Guarantees, purchase price adjustments, holdbacks, contingent payment obligations based on the performance of acquired or disposed assets or similar obligations (but excluding Guarantees of Indebtedness) Incurred by the Company or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred Restricted Subsidiary in connection with such refinancing; provided that for purposes the acquisition or disposition of determining the amount any business, assets or Capital Stock of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratioa Restricted Subsidiary; (iivii) A. Guarantees the Guarantee by the Parent Company of Indebtedness of any of its Restricted Subsidiaries or by any Restricted Subsidiary of Indebtedness of the Parent Company or any another Restricted Subsidiary, in each case, that was permitted to be Incurred by another provision of this covenant; and (viii) Permanent Securities issued as contemplated in the Engagement Letter. (ix) in addition to the items referred to in clauses (i) through (viii) above, Indebtedness of the Company and its Restricted Subsidiaries (including Indebtedness of a Restricted Subsidiary Incurred and outstanding on the date such Restricted Subsidiary was acquired by the Company) in an aggregate outstanding principal amount that, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (ix) and then outstanding, will not exceed $50.0 million at any time outstanding. (c) For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this Section 6.2: (i) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in Sections 6.2(a) and (b), the Company, in its sole discretion, will classify such item of Indebtedness on the date of Incurrence, and thereafter may reclassify such item of Indebtedness, and only be required to include the amount and type of such Indebtedness in one of such clauses; (ii) all Indebtedness outstanding on the date of this Agreement under a Credit Facility shall be deemed to have been Incurred on the Closing Date under Section 6.2(b)(i) and not Section 6.2(a) or any other clause of this Section 6.2; (iii) Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included; (iv) if obligations in respect of letters of credit are Incurred pursuant to a Credit Facility and are being treated as Incurred pursuant to Section 6.2(b)(i) and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included; (v) the principal amount of any Disqualified Stock of the Company or Preferred Stock of a Restricted Subsidiary will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (vi) Indebtedness permitted by this Section 6.2 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness; and (vii) the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP. (d) Accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Indebtedness and the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock will not be deemed to be an Incurrence of Indebtedness for purposes of this Section 6.2. The amount of any Indebtedness outstanding as of any date shall be (i) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (ii) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness. (e) If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this Section 6.2, the Company shall be in Default of this covenant). (f) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. Dollar-Equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided, however, that, if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the Incurrence principal amount of such refinancing Indebtedness (including any additional Indebtedness Incurred to pay interest or premiums required by the instruments governing such Indebtedness being refinanced and fees and other transactional expenses Incurred in connection therewith) does not exceed the principal amount of such Indebtedness is permitted under the terms being refinanced. Notwithstanding any other provision of this Indenture; orSection 6.2, the maximum amount of Indebtedness that the Company may Incur pursuant to this Section 6.2 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

Limitation on Indebtedness. (a) The Parent will Company shall not, and will shall not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent Company and any Restricted the Subsidiary Guarantors may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto thereof: (including pro forma application of 1) the proceeds thereof), the Fixed Charge Consolidated Coverage Ratio for the Parent Company and its Restricted Subsidiaries would have been is at least 2.0 2.00 to 1.01.00; and (2) no Default or Event of Default shall have occurred or be continuing or shall occur as a consequence of Incurring the Indebtedness or transactions relating to such Incurrence. (b) Section 4.01(aThe foregoing paragraph (a) will shall not prohibit the Incurrence of the following Indebtedness: (1) Indebtedness of the Company or any of the Subsidiary Guarantors Incurred pursuant to a Credit Facility in an aggregate amount up to the greater of (“Permitted Debt”):a) the Borrowing Base, less the aggregate principal amount of Indebtedness outstanding at any one time under clause (11), and (b) $300.0 million less the aggregate principal amount of repayments with the proceeds from Asset Dispositions that are required under this Indenture to reduce permanently the revolving commitments under a Credit Facility (and Guarantees of Restricted Subsidiaries in respect of the Indebtedness Incurred pursuant to a Credit Facility under this clause (1)); (2) Guarantees by the Company or any Subsidiary Guarantor of Indebtedness Incurred in accordance with the provisions of this Indenture; provided that in the event such Indebtedness that is being Guaranteed is a Subordinated Obligation or a Subsidiary Guarantor Subordinated Obligation, then the related Guarantee shall be subordinated in right of payment to the Notes or the Subsidiary Guarantee, as the case may be; (3) Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Company or any other Restricted Subsidiary; provided, however, (a) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes; (b) if a Subsidiary Guarantor is the obligor on such Indebtedness and the Company or a Subsidiary Guarantor is not the obligee, such Indebtedness is subordinated in right of payment to the Subsidiary Guarantees of such Subsidiary Guarantor; and (i) any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than the Company or a Restricted Subsidiary of the Company; and (ii) any sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary of the Company shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Subsidiary, as the case may be. (a) Indebtedness represented by the Notes and the Subsidiary Guarantees issued on the Issue Date and the exchange notes and exchange guarantees issued in a registered exchange offer pursuant to the Registration Rights Agreement, (b) any Indebtedness (other than the Indebtedness described in clauses (1), (2), (3), (6), (7), (8), (9), (10), (11) and (13)) outstanding on the Issue Date and (c) any Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause (4) or clause (5) or Incurred pursuant to Section 3.3(a); (5) Indebtedness of a Subsidiary Guarantor Incurred and outstanding on the date on which such Subsidiary Guarantor was acquired by the Company or another Restricted Subsidiary and Indebtedness of a Foreign Subsidiary Incurred and outstanding on the date on which such Foreign Subsidiary was acquired by the Company or another Restricted Subsidiary (other than Indebtedness Incurred (a) to provide all or any Credit Facility portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary Guarantor or Foreign Subsidiary, as the case may be, became a Subsidiary Guarantor or Foreign Subsidiary, as the case may be, or was otherwise acquired by the Company or (including b) otherwise in respect connection with, or in contemplation of, such acquisition); provided, however, that at the time such Restricted Subsidiary is acquired by the Company or such other Restricted Subsidiary, the Company would have been able to Incur $1.00 of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing additional Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not pursuant to exceed the greater of (ASection 3.3(a) $200.0 million and (B) an amount such that after giving pro forma effect to the Incurrence of such Indebtedness and the application of the use of proceeds therefrom on such datepursuant to this clause (5) or, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing an acquisition of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted a Foreign Subsidiary, so long as such Foreign Subsidiary would have been able to Incur $1.00 of additional Indebtedness pursuant to clause (11) after giving effect to the Incurrence of such Indebtedness pursuant to this clause (5); (6) Indebtedness under Currency Agreements and Interest Rate Agreements; provided, that in the case of Currency Agreements, such Currency Agreements are related to business transactions of the Company or its Restricted Subsidiaries entered into in the ordinary course of business or in the case of Currency Agreements and Interest Rate Agreements, such Currency Agreements and Interest Rate Agreements are entered into for bona fide hedging purposes of the Company or its Restricted Subsidiaries (as determined in good faith by the Board of Directors or senior management of the Company) and substantially correspond in terms of notional amount, duration, currencies and interest rates, as applicable, to Indebtedness of the Company or its Restricted Subsidiaries Incurred without violation of this Indenture; (7) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capitalized Lease Obligations, mortgage financings or purchase money obligations with respect to assets other than Capital Stock or other Investments, in each case Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvements of property used in the business of the Company or such Restricted Subsidiary, and any refinancing indebtedness in respect thereof, in an aggregate principal amount not to exceed $10.0 million at any time outstanding; (8) Indebtedness Incurred in respect of workers’ compensation claims, self-insurance obligations, performance, surety and similar bonds and completion guarantees provided by the Company or a Restricted Subsidiary in the ordinary course of business; (9) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the acquisition or disposition of any business, assets or Capital Stock of a Restricted Subsidiary, provided that, in the case of a disposition, the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds (including all cash and non-cash proceeds) actually received by the Company and its Restricted Subsidiaries in connection with such disposition; (10) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is permitted under extinguished within five Business Days of Incurrence; (11) Indebtedness of Foreign Subsidiaries in an amount at any one time outstanding up to the greater of (a) 65.0% of such Foreign Subsidiaries’ Consolidated Tangible Assets or (b) $75.0 million; (12) Indebtedness of the Company or any Restricted Subsidiary to the extent that the net proceeds thereof are used substantially contemporaneously (i) to redeem the Notes (and any Additional Notes, if any) in full or (ii) to defease or discharge the Notes (and any Additional Notes, if any) in full, in each case in accordance with the terms of this Indenture; orand (13) in addition to the items referred to in clauses (1) through (12) above, Indebtedness of the Company and its Subsidiary Guarantors in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (13) and then outstanding, shall not exceed $25.0 million at any time outstanding. (c) The Company shall not Incur any Indebtedness under the preceding paragraph if the proceeds thereof are used, directly or indirectly, to refinance any Subordinated Obligations of the Company unless such Indebtedness shall be subordinated to the Notes to at least the same extent as such Subordinated Obligations. No Subsidiary Guarantor shall Incur any indebtedness under the preceding paragraph if the proceeds thereof are used, directly or indirectly, to refinance any Subsidiary Guarantor Subordinated Obligations of such Subsidiary Guarantor unless such Indebtedness shall be subordinated to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee to at least the same extent as such Subsidiary Guarantor Subordinated Obligations. No Restricted Subsidiary may Incur any Indebtedness if the proceeds are used to refinance Indebtedness of the Company or any Subsidiary Guarantor. (d) The Company shall not, directly or indirectly, incur, or permit any Subsidiary Guarantor to incur, any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the Company or such Subsidiary Guarantor, as the case may be, unless such Indebtedness is also by its terms (or the by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes, in the case of the Company, or the Subsidiary Guarantee, in the case of a Subsidiary Guarantor, to the same extent and the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such Subsidiary Guarantor. For purposes of the foregoing, no Indebtedness shall be deemed to be subordinated in right of payment to any other Indebtedness solely by virtue of such Indebtedness being unsecured or by virtue of the fact that the holders of such Indebtedness have entered into one or more intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them. (e) For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this Section 3.3: (1) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in paragraphs (a) and (b) of this Section 3.3, the Company, in its sole discretion, may classify such item of Indebtedness on the date of Incurrence, or later classify or reclassify all or a portion of such Indebtedness, in any manner that complies with this Section 3.3; provided that, the Company shall not be able to reclassify Indebtedness Incurred under clause (1) of paragraph (b) of this Section 3.3; (2) all Indebtedness outstanding on the date of this Indenture under the Senior Secured Credit Agreement shall be deemed initially Incurred on the Issue Date under clause (1) of paragraph (b) of this Section 3.3 and not paragraph (a) or clause (4) of paragraph (b) of this Section 3.3; (3) Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included; (4) if obligations in respect of letters of credit are Incurred pursuant to a Credit Facility and are being treated as Incurred pursuant to clause (1) of paragraph (b) of this Section 3.3 and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included; (5) the principal amount of any Disqualified Stock of the Company or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor, shall be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (6) Indebtedness permitted by this Section 3.3 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 3.3 permitting such Indebtedness; and (7) the amount of Indebtedness issued at a price that is less than the principal amount thereof shall be equal to the amount of the liability in respect thereof determined in accordance with GAAP. (f) Accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Indebtedness and the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock shall not be deemed to be an Incurrence of Indebtedness for purposes of this Section 3.3. The amount of any Indebtedness outstanding as of any date shall be (i) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (ii) the principal amount or liquidation preference thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness. (g) In addition, the Company shall not permit any of its Unrestricted Subsidiaries to Incur any Indebtedness or issue any shares of Disqualified Stock, other than Non-Recourse Debt. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this Section 3.3, the Company shall be in Default of this Section 3.3). (h) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this Section 3.3, the maximum amount of Indebtedness that the Company or a Restricted Subsidiary may Incur pursuant to this Section 3.3 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

Limitation on Indebtedness. (aA) The Parent Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtednessother than the Notes issued on the Closing Date and Indebtedness existing on the Closing Date); provided, however, provided that the Parent and any Restricted Subsidiary Company may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and if, after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 to 1.0. (b) Section 4.01(a) will not prohibit the Incurrence of the following Indebtedness (“Permitted Debt”): (i) Indebtedness Incurred pursuant to any Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed the greater of (A) $200.0 million and (B) an amount such that after giving pro forma effect to the Incurrence of such Indebtedness and the receipt and application of the use of proceeds therefrom on such datetherefrom, the Consolidated Senior Secured Net Leverage Ratio would be greater than zero and less than 6 to 1. (B) Notwithstanding the foregoing, the Company and any Restricted Subsidiary (except as specified below) may Incur each and all of the Parent and its Restricted Subsidiaries would following. (i) Indebtedness under one or more credit facilities in an aggregate principal amount not to exceed 1.00 to 1.00; plus in the case of $300 million, less any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; Indebtedness permanently repaid as provided that for purposes of determining under the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio4.05; (ii) A. Guarantees Indebtedness owed (a) by a Restricted Subsidiary to the Company or (b) by the Parent Company or a Restricted Subsidiary to any Restricted Subsidiary; provided that (1) if the Company or any Guarantor is the obligor on such Indebtedness, such Indebtedness shall be evidenced by a promissory note expressly subordinated to the Notes and any Guarantees and if any Restricted Subsidiary of is the obligor on any such Indebtedness of to the Parent Company or a Guarantor such Indebtedness shall be evidenced by a promissory note which is unsubordinated except to secured Indebtedness permitted under the Indenture, and (2) any event which results in any Restricted Subsidiary which is an obligor on such Indebtedness ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or another Restricted Subsidiary) shall be deemed, so long as the in each case, to constitute an Incurrence of such Indebtedness not permitted by this clause (ii); (iii) Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Indebtedness (other than Indebtedness Incurred under clause (i), (ii), (iv), (vi), (viii) or (x) of this paragraph) and any refinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided that Indebtedness the proceeds of which are used to refinance or refund the Notes or Indebtedness that is pari passu with, or subordinated in right of payment to, the Notes or the Guarantees shall only be permitted under this clause (iii) if (a) in case the Notes are refinanced in part or the Indebtedness to be refinanced is pari passu with the Notes or any Guarantees, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Notes or such Guarantees, (b) in case the Indebtedness to be refinanced is subordinated in right of payment to the Notes and the Guarantees, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes and the Guarantees at least to the extent that the Indebtedness to be refinanced is subordinated to the Notes and the Guarantees and (c) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded; and provided further that in no event may Indebtedness of the Company or any Guarantor be refinanced by means of any Indebtedness of any Restricted Subsidiary that is not a Guarantor pursuant to this Indenture; orclause (iii); (iv) Indebtedness (a) in respect of performance, surety or appeal bonds provided in the ordinary course of business, (b) under Currency Agreements and Interest Rate Agreements;

Limitation on Indebtedness. (a) The Parent will Issuer shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, Incur directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) except for Permitted Indebtedness; provided, however, that the Issuer or any Restricted Subsidiary which is a Subsidiary Guarantor may incur Indebtedness if, at the time of and immediately after giving pro forma effect to such incurrence of indebtedness and the application of the proceeds therefrom, the Debt to Operating Cash Flow Ratio would be less than or equal to 8.0 to 1.0. The foregoing limitations will not apply to the incurrence of any of the following (collectively, "Permitted Indebtedness"), each of which shall be given independent effect: (a) Indebtedness under the Securities issued on the date of this Indenture, the Exchange Securities and this Indenture; (b) Indebtedness of the Issuer and the Restricted Subsidiaries outstanding on the Issuance Date and listed on a schedule to this Indenture, other than Indebtedness described in clause (a), (c), (d), (f) or (j) of this Section 4.04; (c) Indebtedness of (x) any Wholly Owned Restricted Subsidiary owed to or issued to and held by the Issuer or any Restricted Subsidiary and (y) the Issuer owed to and held by any Wholly Owned Restricted Subsidiary which is unsecured and subordinated in right of payment to the payment and performance of the Issuer's obligations under this Indenture and the Securities; provided, however, that an incurrence of Indebtedness that is not permitted by this clause (c) shall be deemed to have occurred upon (i) any sale or other disposition of any Indebtedness of the Issuer or a Restricted Subsidiary referred to in this clause (c) to any Person (other than the Issuer or a Wholly Owned Restricted Subsidiary) such that such Restricted Subsidiary ceases to be a Restricted Subsidiary or (ii) any designation of a Restricted Subsidiary which holds Indebtedness of the Issuer as an Unrestricted Subsidiary; (d) guarantees by any Restricted Subsidiary of Indebtedness of the Issuer permitted in accordance with the provisions of this Indenture; (e) Indebtedness of any Restricted Subsidiary under the New Senior Credit Agreement in the aggregate principal amount at any one time outstanding not to exceed $125.0 million; (f) indebtedness of the Issuer or any Restricted Subsidiary to the extent representing a replacement, renewal, refinancing or extension (collectively, a "refinancing") of outstanding Indebtedness of the Issuer or any Restricted Subsidiary, as the case may be, incurred in compliance with clause (a), (b), (e), (g) or (j) of this paragraph of this covenant; provided, however, that (i) Indebtedness of the Issuer may not be refinanced under this clause (f) with Indebtedness of any Restricted Subsidiary, (ii) any such refinancing shall not exceed the sum of the principal amount or liquidation preference or redemption payment value (or, if such Indebtedness provides for a lesser amount to be due and payable upon a declaration of acceleration thereof at the time of such refinancing, an amount no greater than such lesser amount) of the Indebtedness being refinanced plus the amount of accrued interest or dividends thereon and such reasonable fees and expenses incurred in connection therewith, (iii) Indebtedness representing a refinancing of Indebtedness of the Issuer shall not mature prior to the stated maturity of the Indebtedness refinanced and shall have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being refinanced, (iv) Subordinated Obligations of the Issuer may only be refinanced with Subordinated Obligations of the Issuer, and (v) Other Pari Passu Debt which is unsecured may only be refinanced with unsecured Indebtedness, which is either Other Pari Passu Debt or Subordinated Obligations; (g) Indebtedness of the Issuer or a Restricted Subsidiary represented by Capitalized Lease Obligations, mortgage financings, performance bonds, purchase money obligations or letters of credit, in each case incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Issuer or such Restricted Subsidiary in an aggregate principal amount not to exceed $10.0 million at any time outstanding; (h) Indebtedness incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by the Issuer (other than 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 the Parent and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence acquisition and after giving pro forma effect thereto (including pro forma application of the proceeds thereof)thereto, the Fixed Charge Coverage Debt to Operating Cash Flow Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 less than or equal to 1.0. (b) Section 4.01(a) will not prohibit the Incurrence of the following Indebtedness (“Permitted Debt”):Debt to Operating Cash Flow Ratio immediately prior thereto; (i) Indebtedness Incurred pursuant to any Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder), the Issuer and any Refinancing Restricted Subsidiary under a Hedging Agreement related to floating interest on Indebtedness under the New Senior Credit Agreement provided that such Hedging Agreement is designed solely to protect against fluctuations in respect thereof interest rates and Guarantees in respect does not increase the Indebtedness of such Indebtedness in a maximum aggregate principal amount the obligor outstanding at any time outstanding not to exceed the greater other than as a result of (A) $200.0 million and (B) an amount such that after giving pro forma effect to the Incurrence of such Indebtedness and the application of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus fluctuations in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratiointerest rates; (iij) A. Guarantees by Indebtedness under the Parent or Notes and the related indenture; and (k) In addition to any Restricted Subsidiary of Indebtedness described in clauses (a) through (j) above, Indebtedness of the Parent Issuer or any of the Restricted Subsidiary, Subsidiaries so long as the Incurrence aggregate principal amount of all such indebtedness incurred pursuant to this clause (k) does not exceed $5.0 million at any one time outstanding. For purposes of determining compliance with this covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (a) through (i) above or is entitled to be incurred pursuant to the first paragraph of this covenant, the Issuer shall classify such item of Indebtedness in any manner that complies with this covenant and such item of Indebtedness shall be treated as having been incurred pursuant to only one of such Indebtedness is permitted under clauses or pursuant to the terms of this Indenture; orfirst paragraph hereof.

Limitation on Indebtedness. (a) The Parent will Company shall not, and will shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness), except for Permitted Indebtedness; provided, however, that the Parent and Company or any of its Restricted Subsidiary Subsidiaries that is, or upon such incurrence becomes, a Guarantor may Incur Indebtedness (including Acquired Indebtedness) if on if, at the date time of such Incurrence and immediately after giving pro forma effect thereto (including pro forma to such Incurrence of Indebtedness and the application of the proceeds thereof)therefrom, the Consolidated Fixed Charge Coverage Ratio for would be greater than 2.0 to 1.0. The limitations contained in the Parent preceding paragraph will not apply to the Incurrence of any of the following (collectively, “Permitted Indebtedness”), each of which shall be given independent effect: (a) Indebtedness under the Notes (not including any Additional Notes) and the Note Guarantees and the Exchange Notes issued in a registered exchange offer pursuant to the Registration Rights Agreement, and the Note Guarantees thereof; (b) Indebtedness under any Credit Facility of the Company and its Restricted Subsidiaries would have been at least 2.0 to 1.0. (b) Section 4.01(a) will not prohibit the Incurrence of the following Indebtedness (“Permitted Debt”): (i) Indebtedness Incurred pursuant to any Credit Facility (including that are Guarantors in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum an aggregate principal amount at any one time outstanding not to exceed $550.0 million; (c) Indebtedness of any Restricted Subsidiary of the Company owed to and held by the Company or any Restricted Subsidiary, and Indebtedness of the Company owed to and held by any Restricted Subsidiary that is unsecured and (if such Subsidiary is not a Guarantor) subordinated in right of payment to the payment and performance of the Company’s obligations under any Senior Indebtedness, this Indenture and the Notes; provided, however, that an Incurrence of Indebtedness that is not permitted by this clause (c) shall be deemed to have occurred upon (i) any sale or other disposition of any Indebtedness of the Company or any Restricted Subsidiary of the Company referred to in this clause (c) to a Person (other than the Company or a Restricted Subsidiary) or (ii) any sale or other disposition of Equity Interests of any Restricted Subsidiary which (x) holds Indebtedness of the Company or another Restricted Subsidiary and (y) results in such Subsidiary ceasing to be a Restricted Subsidiary; (d) Indebtedness under Interest Rate Protection Obligations entered into to hedge interest rate exposure and not for speculative purposes; (e) Capital Lease Obligations and Purchase Money Indebtedness of the Company or any Restricted Subsidiary of the Company in an aggregate principal amount at any one time outstanding not to exceed the greater of (Ax) $200.0 50.0 million and (By) an amount 5.0% of Total Tangible Assets; (f) Indebtedness under Currency Agreements; provided, however, that (i) such Currency Agreements have been entered into for bona fide business purposes and not for speculation and (ii) that after giving pro forma effect in the case of Currency Agreements which relate to Indebtedness, such Currency Agreements do not increase the Incurrence of such Indebtedness and the application of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent Company and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus outstanding other than as a result of fluctuations in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) foreign currency exchange rates or any portion thereof, the aggregate amount by reason of fees, underwriting discountsindemnities and compensation payable thereunder; (g) Indebtedness to the extent representing a replacement, premiums renewal, refinancing or extension (collectively, a “refinancing”) of outstanding Indebtedness Incurred under the first paragraph of this Section 4.04 or clause (a), (g) or (n) of this paragraph; provided, however, that (i) any such refinancing shall not exceed the sum of the principal amount (or accreted amount, if less) of the Indebtedness being refinanced, plus the amount of accrued interest thereon, plus the amount of any reasonably determined prepayment premium necessary to accomplish such refinancing and other costs such reasonable fees and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount therewith, (ii) Indebtedness representing a refinancing of Indebtedness that may be Incurred under this Section 4.01(b)(i), all other than Senior Indebtedness Incurred under this Section 4.01(b)(i) shall be included in have a Weighted Average Life to Maturity equal to or greater than the amount of Consolidated Senior Secured Net Leverage used in the calculation Weighted Average Life to Maturity of the Consolidated Senior Secured Net Leverage RatioIndebtedness being refinanced, and (iii) Indebtedness of the Company may only be refinanced by Indebtedness of the Company and Indebtedness of a Subsidiary of the Company may only be refinanced by Indebtedness of Subsidiaries or by the Company; (iih) A. Guarantees guarantees by the Parent or any a Restricted Subsidiary of the Company of Indebtedness of Incurred by the Parent Company or any other Restricted Subsidiary, Subsidiary so long as the Incurrence of such Indebtedness is otherwise permitted under by the terms of this Indenture; (i) Indebtedness of the Company or any of its Restricted Subsidiaries in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) in the ordinary course of business; (j) Indebtedness of the Company or any Restricted Subsidiary consisting of guarantees, indemnities or obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets; (k) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; orprovided that such Indebtedness exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary; (l) Indebtedness of any Foreign Subsidiaries that are Restricted Subsidiaries plus Indebtedness of any domestic Restricted Subsidiaries that are not Guarantors, in an aggregate amount at any one time outstanding not to exceed the greater of (x) $75.0 million and (y) 35% of Foreign Subsidiary Total Tangible Assets; (m) Non-Recourse Receivables Subsidiary Indebtedness (as defined in the definition of “Receivables Subsidiary”) incurred by any Receivables Subsidiary in a Qualified Receivables Transaction; (n) other Indebtedness of the Company and its Restricted Subsidiaries outstanding on the Issue Date; and (o) additional Indebtedness of the Company and its Restricted Subsidiaries in an aggregate principal amount not to exceed $75.0 million at any one time outstanding. For purposes of determining compliance with any dollar-denominated restriction on the incurrence of Indebtedness denominated in a foreign currency, the dollar-equivalent principal amount of such indebtedness incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such Indebtedness was incurred. For purposes of determining compliance with this Section 4.04, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (a) through (o) above or is entitled to be incurred pursuant to the Consolidated Fixed Charge Coverage Ratio provisions of this Section 4.04, the Company may, in its sole discretion, divide or classify (or later redivide or reclassify) such item of Indebtedness in any manner that complies with this Section 4.04; provided that all Indebtedness outstanding under the Senior Credit Facilities on the Issue Date up to the maximum amount permitted under clause (b) above shall be deemed to have been incurred pursuant to clause (b). Accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Equity Interests in the form of additional shares of the same class of Disqualified Equity Interests will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Equity Interests for purposes of this Section 4.04.

Limitation on Indebtedness. (a) The Parent Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, Incur Incur, directly or indirectly, any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent Company and any Restricted future Subsidiary may Guarantor will be entitled to Incur Indebtedness (including Acquired Indebtedness) if if, on the date of such Incurrence and after giving effect thereto on a pro forma effect thereto (including pro forma application of basis, no Default has occurred and is continuing and the proceeds thereof), the Fixed Charge Consolidated Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least be greater than 2.0 to 1.01. (b) Section 4.01(a) Notwithstanding the foregoing paragraph (a), the Company and the Restricted Subsidiaries will not prohibit the Incurrence be entitled to Incur any or all of the following Indebtedness (“Permitted Debt”):Indebtedness: (i1) Indebtedness Incurred by the Company and the Restricted Subsidiaries (including Restricted Subsidiaries that become Subsidiaries after the Issue Date) pursuant to the Credit Agreement; provided, however, that, after giving effect to any Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder)such Incurrence, and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum the aggregate principal amount at any time of all Indebtedness Incurred under this clause (1) and then outstanding does not to exceed the greater of (A) $200.0 325.0 million and (B) an amount the Borrowing Base, less in the case of clause (A) the sum of all mandatory principal payments with respect to such Indebtedness pursuant to Section 5.06(a)(3)(A) (which principal payments in the case of revolving loans are accompanied by a corresponding permanent commitment reduction); (2) Indebtedness owed to and held by the Company or a Restricted Subsidiary (other than a Securitization Subsidiary); provided, however, that any subsequent issuance or transfer of any Capital Stock which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or a Restricted Subsidiary (other than a Securitization Subsidiary)) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon; (3) the Notes and the Exchange Securities (other than any Additional Notes); (4) the Existing Notes and any other Indebtedness outstanding on the Issue Date after giving effect to the use of the net proceeds of the sale of the Notes as described in the Offering Circular (other than Indebtedness described in clause (1), (2), (3) or (10) of this Section 5.03(b)); (5) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Subsidiary was acquired by the Company (other than 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 Subsidiary became a Subsidiary or was acquired by the Company); provided, however, that at the time of such acquisition and after giving pro forma effect to the Incurrence of such Indebtedness and the application of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereofthereto, the aggregate principal amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under pursuant to this Section 4.01(b)(iclause (5) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratioand then outstanding does not exceed $5.0 million (including any Refinancing Indebtedness with respect thereto); (ii6) A. Guarantees Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to Section 5.03(a) or pursuant to clause (3), (4) or (5) or this clause (6) of this Section 5.03(b); provided, however, that to the extent such Refinancing Indebtedness directly or indirectly Refinances Indebtedness of a Subsidiary Incurred pursuant to Section 5.03(b)(5), such Refinancing Indebtedness shall be Incurred only by such Subsidiary; (7) Hedging Obligations consisting of Interest Rate Agreements, Currency Agreements or Commodity Agreements not entered into for speculative purposes; (8) obligations in respect of performance, bid and surety bonds and completion guarantees provided by the Parent Company or any Restricted Subsidiary in the ordinary course of business; (9) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within two Business Days of its Incurrence; (10) Indebtedness of the Parent or Company consisting of (A) guarantees of payments of accounts payable of third-party manufacturing facilities up to the amount of the commitment therefor on the Issue Date but in any Restricted Subsidiaryevent not to exceed $4.5 million and (B) obligations of Xxxxxx Xxxxx, so long as Inc. for the Incurrence payment of such Indebtedness is permitted under letters of credit issued on its behalf up to the terms amount of this Indenture; orthe commitment therefor on the Issue Date but in any event not to exceed $1.5 million.

Limitation on Indebtedness. (a) The Parent will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, Incur any Indebtedness (including Acquired Indebtedness); providedPROVIDED, howeverHOWEVER, that the Parent and any Restricted Subsidiary Company may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of thereof the proceeds thereof), the Fixed Charge Consolidated Coverage Ratio for the Parent would be greater than 2.00:1.00 if such Indebtedness is Incurred on or prior to September 30, 1998, and its Restricted Subsidiaries would have been at least 2.0 to 1.02.25:1.00 if such Indebtedness is Incurred thereafter. (b) Section 4.01(a) will not prohibit NOTWITHSTANDING SECTION 4.03(A), the Incurrence of Company and its Restricted Subsidiaries may Incur the following Indebtedness (“Permitted Debt”):Indebtedness: (i) Indebtedness Incurred pursuant to any under the Senior Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder), as the same may be amended from time to time) and any Refinancing Indebtedness with respect thereto in respect thereof and Guarantees each case in respect of such Indebtedness in a maximum an aggregate principal amount at any time outstanding which, when added to all other Indebtedness Incurred pursuant to this clause (i) and then outstanding, shall not to exceed $100,000,000 less the greater sum of all repayments thereon made with the Net Cash Proceeds from Asset Dispositions (A) $200.0 million and (B) an amount such that after giving pro forma effect to the Incurrence of such Indebtedness and the application of the use of proceeds therefrom on such dateextent, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of repayment of revolving credit Indebtedness, that the corresponding commitments have been permanently reduced); PROVIDED, HOWEVER, that any refinancing of any Refinancing Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all respect to Indebtedness Incurred under pursuant to this Section 4.01(b)(iclause (i) shall not be included subject to the limitations contained in the amount of Consolidated Senior Secured Net Leverage used in the calculation clauses (i) and (ii) of the Consolidated Senior Secured Net Leverage Ratiodefinition of Refinancing Indebtedness; (ii) A. Guarantees by Indebtedness (A) of the Parent or Company to any Restricted Subsidiary and (B) of Indebtedness of any Restricted Subsidiary to the Parent Company or any other Restricted Subsidiary; (iii) Indebtedness represented by the Securities, so long as any Indebtedness (other than the Incurrence of such Indebtedness is permitted under described in clauses (i) and (ii) above) outstanding on the terms date of this Indenture; orIndenture and any Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause (iii) or paragraph (a) of this Section 4.03;

Limitation on Indebtedness. (a) The Parent will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, Incur any Indebtedness; PROVIDED, HOWEVER, that the Company or any Restricted Subsidiary may Incur Indebtedness if on the date thereof the Consolidated Coverage Ratio would be greater than 1.75:1.00 if such Indebtedness is Incurred on or prior to September 30, 1998, and 2.00:1.00 if such Indebtedness is Incurred thereafter. (including Acquired b) Notwithstanding Section 9.06(a), the Company and its Restricted Subsidiaries may Incur the following Indebtedness: (i) Indebtedness under the Senior Credit Facility (as the same may be amended from time to time) and any Refinancing Indebtedness with respect thereto in each case in an aggregate principal amount which, when added to all other Indebtedness Incurred pursuant to this clause (i) and then outstanding, shall not exceed $100,000,000 less the sum of all repayments thereon made with the Net Cash Proceeds from Asset Dispositions (to the extent, in the case of repayment of revolving credit Indebtedness, that the corresponding commitments have been permanently reduced); provided, however, that any Refinancing Indebtedness with respect to Indebtedness Incurred pursuant to this clause (i) shall not be subject to the Parent limitations contained in clauses (i) and (ii) of the definition of Refinancing Indebtedness; (ii) Indebtedness (A) of the Company to any Restricted Subsidiary may Incur and (B) of any Restricted Subsidiary to the Company, the Operating Company or any other Restricted Subsidiary; (iii) Indebtedness represented by the Notes, any Indebtedness (including Acquired Indebtednessother than the Indebtedness described in clauses (i) if and (ii) above) outstanding on the date of such Incurrence and after giving pro forma effect thereto (this Indenture, including pro forma application Indebtedness represented by the Xxxxxx Subordinated Debt up to an aggregate principal amount of the proceeds thereof), the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 to 1.0. (b) Section 4.01(a) will not prohibit the Incurrence of the following Indebtedness (“Permitted Debt”): (i) Indebtedness Incurred pursuant to any Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder)$l25,000,000, and any Refinancing Indebtedness in respect thereof and Guarantees Incurred in respect of any Indebtedness described in this clause (iii) or paragraph (a) of this Section 9.06; provided that Refinancing Indebtedness with respect to the Xxxxxx Subordinated Debt shall not be subject to the limitations contained in clause (iii) of the definition of Refinancing Indebtedness as long as the aggregate principal amount of the Xxxxxx Subordinated Debt and such Refinancing Indebtedness does not exceed $125,000,000; (iv) Indebtedness of the Company or its Restricted Subsidiaries in respect of (A) industrial revenue bonds or other similar governmental and municipal bonds and (B) the deferred purchase price of newly acquired property of the Company and its Restricted Subsidiaries, or the price of construction or improvement of any property of the Company or its Subsidiaries, in each case used in the ordinary course of business of the Company and its Subsidiaries, including Capitalized Lease Obligations, whether such Indebtedness is owed to the seller or Person carrying out such construction or improvement or to a third party (provided such financing is entered into within 180 days of the acquisition or conclusion of such construction or improvement of such property) in a maximum an amount (based on the remaining balance of the obligations therefor on the books of the Company and its Restricted Subsidiaries) which in the case of the preceding clauses (A) and (B) shall not exceed $15,000,000 in the aggregate at any time outstanding; (v) Indebtedness of the Company or any of its Restricted Subsidiaries (which may comprise Bank Indebtedness) in an aggregate principal amount at any time outstanding not to exceed in excess of $20,000,000; (vi) Indebtedness in an aggregate principal amount at any time outstanding not in excess of $7,500,000 in respect of letters of credit (other than letters of credit issued under the greater of Senior Credit Facility); (A) $200.0 million and Indebtedness assumed in connection with acquisitions permitted under the Senior Credit Facility or any Refinancing Indebtedness in respect thereof (so long as such Indebtedness was not incurred in anticipation of such acquisitions), (B) an amount Indebtedness of newly acquired Subsidiaries acquired in such that after giving pro forma effect acquisitions (so long as such Indebtedness was not incurred in anticipation of such acquisitions) and (C) Indebtedness owed to the Incurrence of such seller in any acquisition permitted under the Senior Credit Facility or any Refinancing Indebtedness and the application in respect thereof constituting part of the use purchase price thereof, all in an aggregate principal amount at any time outstanding not in excess of proceeds therefrom on such date$7,500,000; (viii) Indebtedness represented by Guarantees of Indebtedness incurred pursuant to clause (i), (iii), (iv) or (v) above; (ix) Indebtedness incurred in connection with the Consolidated Senior Secured Net Leverage Ratio repurchase of shares of the Parent and its Restricted Subsidiaries would not exceed 1.00 Capital Stock of the Company or the Operating Company as permitted by Section 9.04(b)(vii); (x) Refinancing Indebtedness with respect to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(ipursuant to clauses (iv), (vii) or any portion thereof, (ix) of this paragraph (b) (provided that such Refinancing Indebtedness shall be included in determining the aggregate amount of feesIndebtedness for purposes of the monetary limitations contained in such clauses); and (xi) Hedging Obligations designed to protect the Company or its Subsidiaries from fluctuations in interest or exchange rates. (c) Notwithstanding any other provision of this Section 9.06, underwriting discountsthe Company shall not Incur any Indebtedness (i) pursuant to Section 9.06(b) if the proceeds thereof are used, premiums and directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations unless such Indebtedness shall be subordinated to the Notes to at least the same extent as such Subordinated Obligations or (ii) pursuant to Section 9.06(a) or 9.06(b) if such Indebtedness is subordinate or junior in right of payment to any Senior Indebtedness unless such Indebtedness is Senior Subordinated Indebtedness or is expressly subordinated in right of payment to Senior Subordinated Indebtedness. (d) Notwithstanding any other costs and expenses incurred provision of this Section 9.06, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may Incur pursuant to any provision of this Section shall not be deemed to be exceeded solely as a result of fluctuations in connection with such refinancing; provided that for the exchange rates of currencies. For purposes of determining the outstanding principal amount of any particular Indebtedness that Incurred pursuant to this Section 9.06, (1) Indebtedness Incurred pursuant to the Senior Credit Facility prior to or on the Date of this Indenture shall be treated as Incurred pursuant to Section 9.06(b)(i), (2) Indebtedness permitted by this Section 9.06 need not be permitted solely by reference to one provision permitting such Indebtedness but may be Incurred under permitted in part by one such provision and in part by one or more other provisions of this Section 4.01(b)(i), all permitting such Indebtedness Incurred under and (3) in the event that Indebtedness or any portion thereof meets the criteria of more than one of the types of Indebtedness described in this Section 4.01(b)(i) 9.06, the Company, in its sole discretion, shall classify such Indebtedness and only be included in required to include the amount of Consolidated Senior Secured Net Leverage used such Indebtedness in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence one of such Indebtedness is permitted under the terms of this Indenture; orclauses.

Limitation on Indebtedness. (a) The Parent will Company shall not, and will shall not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent Company and any Restricted Subsidiary the Guarantors may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto thereof: (including pro forma application of 1) the proceeds thereof), the Fixed Charge Consolidated Coverage Ratio for the Parent Company and its Restricted Subsidiaries would have been is at least 2.0 2.00 to 1.01.00; and (2) no Default or Event of Default shall have occurred or be continuing or shall occur as a consequence of Incurring the Indebtedness or transactions relating to such Incurrence. (b) Section 4.01(aThe foregoing paragraph (a) will shall not prohibit the Incurrence of the following Indebtedness (“Permitted Debt”):Indebtedness: (i1) Indebtedness of the Company or any Guarantor Incurred pursuant to any a Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum an aggregate amount up to $160.0 million less the aggregate principal amount at any time outstanding not of all principal repayments with the proceeds from Asset Dispositions utilized in accordance with clause 3(a) of Section 3.8 that permanently reduce the commitments thereunder; (2) (x) Guarantees by the Company or Guarantors of Indebtedness Incurred by the Company or a Guarantor in accordance with the provisions of this Indenture; provided that in the event such Indebtedness that is being Guaranteed is a Subordinated Obligation or a Guarantor Subordinated Obligation, then the related Guarantee shall be subordinated in right of payment to exceed the greater of (A) $200.0 million Notes or the Subsidiary's Note Guarantee, as the case may be; and (By) an amount Guarantees by Non-Guarantor Restricted Subsidiaries of Indebtedness Incurred by Non-Guarantor Restricted Subsidiaries in accordance with the provision of this Indenture; (3) Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Company or any other Restricted Subsidiary; provided, however, (a) if the Company is the obligor on such that after giving pro forma effect Indebtedness, such Indebtedness is expressly subordinated to the Incurrence prior payment in full in cash of all obligations with respect to the Notes; (b) if a Guarantor is the obligor on such Indebtedness and the application Company or a Guarantor is not the obligee, such Indebtedness is subordinated in right of payment to the use Note Guarantees of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio Guarantor; and (c) (i) any subsequent issuance or transfer of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) Capital Stock or any portion thereof, other event which results in any such Indebtedness being beneficially held by a Person other than the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by the Parent Company or any a Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence of such Indebtedness is permitted under the terms of this IndentureCompany; orand

Limitation on Indebtedness. (a) The Parent will Guarantor shall not, and will shall not permit any of its Restricted Subsidiaries to, Incur Incur, directly or indirectly, any Indebtedness (including Acquired Indebtedness); provided, however, provided that the Parent and Guarantor, the Issuer or any Restricted Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof)if, the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 to 1.0. (b) Section 4.01(a) will not prohibit the Incurrence of the following Indebtedness (“Permitted Debt”): (i) Indebtedness Incurred pursuant to any Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed the greater of (A) $200.0 million and (B) an amount such that after giving pro forma effect to the Incurrence of such Indebtedness and the receipt and the application of the use of proceeds therefrom on such datetherefrom, the Consolidated Senior Secured Net Leverage Fixed Charge Coverage Ratio of the Parent and its Restricted Subsidiaries would be not exceed 1.00 less than 2.00 to 1.00; plus in provided, further that any Restricted Subsidiary that is not the case of any refinancing of Issuer or a Subsidiary Guarantor may not Incur any Indebtedness permitted under this Section 4.01(b)(i4.03(a). (b) Notwithstanding the foregoing Section 4.03(a), the Parent Guarantor, and to the extent provided below, the Issuer, any Subsidiary Guarantor or any portion thereofother Restricted Subsidiary may Incur any or all of the following Indebtedness (any such Indebtedness Incurred pursuant to this Section 4.03(b) being herein referred to as “Permitted Indebtedness”): (i) Indebtedness pursuant to any ABL Credit Facilities (with outstanding letters of credit, bank guarantees and bankers’ acceptances being deemed to have a principal amount equal to the maximum potential liability of the Issuer and the Note Guarantors thereunder); provided, however, that, immediately after giving effect to any such Incurrence, the aggregate principal amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i4.03(b)(i) shall be included in and then outstanding does not exceed the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage RatioABL Debt Cap; (ii) A. Guarantees Indebtedness owed to and held by the Parent Guarantor and/or any of its Restricted Subsidiaries; provided, however, that (A) any subsequent issuance or transfer of any Equity Interests which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Parent Guarantor or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon not permitted by this Section 4.03(b)(ii), (B) if the Issuer is the obligor on any such Indebtedness owing to a Restricted Subsidiary that is not a Note Guarantor, such Indebtedness is unsecured and expressly subordinated to the prior payment in full in cash of all its obligations with respect to the Notes and (C) if a Note Guarantor is the obligor on any such Indebtedness owing to a Restricted Subsidiary that is not the Issuer or a Note Guarantor, such Indebtedness is unsecured and expressly subordinated to the prior payment in full in cash of all obligations of such Note Guarantor with respect to its Note Guarantee; (iii) the Notes (other than any Additional Notes) and the Note Guarantees thereof; (iv) Indebtedness outstanding on the Issue Date (other than (A) Indebtedness described in Section 4.03(b)(i) or (iii) and (B) Indebtedness being repaid with the proceeds from the sale of the Notes) including but not limited to Indebtedness represented by, or Attributable Debt in respect of, a Sale/Leaseback Transaction of the Parent Guarantor or any Restricted Subsidiary outstanding on the Issue Date and obligations of the Parent Guarantor or any Restricted Subsidiary assumed as the deferred purchase price relating to the Stanwell Reserved Area/Stanwell Rebate; (v) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Subsidiary was acquired, directly or indirectly, by the Parent Guarantor (other than 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 Subsidiary became a Subsidiary or was acquired, directly or indirectly, by the Parent Guarantor); provided, however, that on the date of such acquisition and after giving pro forma effect thereto, either (x) the Parent Guarantor would have been entitled to Incur at least $1.00 of Indebtedness pursuant to Section 4.03(a) or (y) the Fixed Charge Coverage Ratio would be greater than or equal to the Fixed Charge Coverage Ratio immediately prior to giving pro forma effect thereto; (vi) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to Section 4.03(a) or of Permitted Indebtedness Incurred pursuant to Section 4.03(b)(iii), (iv), (v), (xi), (xii), (xviii) or this clause (vi); (vii) Indebtedness Incurred by the Parent Guarantor or any Restricted Subsidiary pursuant to Hedging Obligations entered into and for the purpose of protecting the Parent Guarantor or any such Restricted Subsidiary from fluctuations in interest rates, currencies or commodity prices and not for speculation; (viii) obligations in respect of workers’ compensation claims, payment obligations in connection with health or other types of social security benefits, unemployment or other insurance or self-insurance obligations, insurance premium finance agreements, reclamation, statutory obligations, bankers’ acceptances, performance, bid, appeal, surety or similar bonds and letters of credit, bank guarantees or completion and performance guarantees or equipment leases or other similar obligations provided or Incurred by the Parent Guarantor or any Restricted Subsidiary in the ordinary course of business; (ix) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of its Incurrence; (x) Indebtedness consisting of any Guarantee by the Parent Guarantor or any of its Restricted Subsidiaries of Indebtedness of the Parent Guarantor or any of its Restricted Subsidiaries that was permitted to be Incurred by another provision of this Section 4.03; provided, however, that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes or any Note Guarantee, then the Guarantee thereof shall be subordinated or pari passu, as applicable, to at least the same extent as the Indebtedness being Guaranteed; (xi) Indebtedness Incurred by the Parent Guarantor or any Restricted Subsidiary to finance all or any part of the purchase price or cost of installation or improvement of mining equipment to be used in the Related Business at the Curragh Mine, provided, however, that immediately after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this Section 4.03(b)(xi), together with refinancings thereof, and then outstanding does not exceed $40.0 million (or the U.S. Dollar Equivalent thereof); (xii) Indebtedness Incurred by the Parent Guarantor or any Restricted Subsidiary (including Capital Lease Obligations, mortgage financings and purchase money obligations) to finance all or any part of the purchase price or cost of design, development, construction, installation or improvement of property (real or personal) (including the lease purchase price of land use rights), plant or equipment (including through the acquisition of Capital Stock of any Person that owns property, plant or equipment which shall, upon such acquisition, become a Restricted Subsidiary) to be used in the Related Business, provided, however, that immediately after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this Section 4.03(b)(xii), together with refinancings thereof, and then outstanding does not exceed $50.0 million (or the U.S. Dollar Equivalent thereof); (xiii) Indebtedness to the extent that the net proceeds thereof are promptly deposited (and in no event more than five Business Days thereafter) to defease or to satisfy and discharge the Notes; (xiv) Indebtedness arising from agreements of the Parent Guarantor or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, Note Guarantees or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligation of the Parent Guarantor or any Restricted Subsidiary pursuant to such agreements, in any case, Incurred or assumed in connection with the disposition of any business, assets or Equity Interests of a Restricted Subsidiary, so long as other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Equity Interests of a Restricted Subsidiary for the purpose of financing such acquisition; provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds (including non-cash proceeds) actually received by the Parent Guarantor or any Restricted Subsidiary from the disposition of such business, assets or Equity Interests; (xv) obligations in respect of self-insurance and obligations (including reimbursement obligations with respect to letters of credit, bank guarantees, warehouse receipts and similar instruments) in respect of performance, bid, appeal and surety bonds, performance and completion guarantees and similar obligations provided by the Parent Guarantor or any Restricted Subsidiary in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (xvi) Indebtedness of the Parent Guarantor or any Restricted Subsidiary consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply or other arrangements, in each case, in the ordinary course of business; (xvii) Indebtedness in connection with Permitted Securitization Financings or Permitted Factoring Arrangements; (xviii) Indebtedness of, Incurred on behalf of, or representing guarantees of Indebtedness of, joint ventures of the Parent Guarantor and any Restricted Subsidiary; provided, however, that immediately after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this Section 4.03(b)(xviii), together with refinancings thereof, and then outstanding does not exceed $30.0 million (or the U.S. Dollar Equivalent thereof); (xix) Indebtedness in respect of the Curragh Transaction; (xx) Indebtedness in respect of payments, including deferred payments and any related interest payments, of stamp duty, issue, registration, court or documentary taxes, or any other excise or property taxes, charges or similar taxes by the Parent Guarantor or any of its Restricted Subsidiaries in connection with the acquisition of the Curragh Mine in 2018, in an aggregate principal amount at any time outstanding which does not exceed $35.0 million (or the U.S. Dollar Equivalent thereof); and (xxi) Indebtedness of the Parent Guarantor or any of its Restricted Subsidiaries in an aggregate principal amount at any time outstanding which, when taken together with all other Indebtedness outstanding under this Section 4.03(b)(xxi), does not exceed the greater of (x) $50.0 million (or the U.S. Dollar Equivalent thereof) and (y) 2.5% of Consolidated Tangible Assets. (c) For purposes of determining compliance with this Section 4.03: (i) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described above, the Parent Guarantor, in its sole discretion, shall be permitted to classify such item of Indebtedness (or any portion thereof) at the time of Incurrence (and in the case of a reclassification, only to the extent the reclassified item could be Incurred pursuant to the criteria at the time of such reclassification) in any manner that complies with this Section 4.03 and shall only be required to include the amount and type of such Indebtedness in one of the above clauses; provided, that all ABL Debt shall be deemed to have been Incurred in reliance on the exception provided by Section 4.03(b)(i) above, and may not be reclassified; (ii) the Parent Guarantor shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described above. (d) For purposes of determining compliance with any U.S. dollar restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of such Indebtedness shall be the U.S. Dollar Equivalent, determined on the date of the Incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars, covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars shall be as provided in such Currency Agreement. The principal amount of any Refinancing Indebtedness Incurred in the same currency as the Indebtedness being Refinanced shall be the U.S. Dollar Equivalent of the Indebtedness Refinanced, except to the extent that (1) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in which case the Refinancing Indebtedness shall be determined in accordance with the preceding sentence, and (2) the principal amount of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of such excess shall be determined on the date such Refinancing Indebtedness is permitted under Incurred. (e) Neither the terms Issuer nor any Note Guarantor shall incur any Indebtedness (including Permitted Indebtedness) that is contractually subordinated in right of payment to any other Indebtedness of the Issuer or such Note Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Notes or the applicable Note Guarantee on substantially identical terms; provided, however, that no Indebtedness shall be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Issuer or any Note Guarantor solely by virtue of being unsecured or by virtue of being secured on a junior priority basis. (f) Notwithstanding any other provision of this Indenture; orSection 4.03, the maximum amount of Indebtedness that the Parent Guarantor or any Restricted Subsidiary may incur pursuant to this Section 4.03 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

Limitation on Indebtedness. (a) The Parent will Corporation shall not, and will shall not permit any of its Restricted Subsidiaries to, issue, assume, guarantee, incur or otherwise become liable for (collectively, "Incur") any Indebtedness; provided, however, that: (i) the Corporation may Incur Indebtedness which is expressly subordinate and junior in right of payment to the Notes; and (ii) the Corporation and its Restricted Subsidiaries may Incur Indebtedness if, on the date of Incurrence, the Consolidated Coverage Ratio would be at least equal to 3.00 to 1.00. (b) Notwithstanding the foregoing paragraph (a), the Corporation and its Restricted Subsidiaries may Incur the following Indebtedness: (i) Indebtedness of the Corporation represented by the Securities; (ii) Existing Indebtedness; (iii) Indebtedness owed by any Restricted Subsidiary to the Corporation or to another Restricted Subsidiary, or owed by the Corporation to any Restricted Subsidiary; provided, however, that any such Indebtedness shall be at all times held by a Person which is either the Corporation or a Restricted Subsidiary of the Corporation; (iv) Indebtedness of the Corporation or any Restricted Subsidiary arising with respect to Interest Rate Agreement Obligations and Currency Agreement Obligations Incurred for the purpose of fixing or hedging interest rate risk or currency risk; (v) Indebtedness represented by performance, completion, guarantee, surety and similar bonds provided by the Corporation or any Restricted Subsidiary in the ordinary course of business; (vi) Indebtedness Incurred by the Corporation or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit or other instruments issued in the ordinary course of business, including without limitation letters of credit in respect of workmen's compensation claims or self-insurance or securing obligations of the Corporation or any Restricted Subsidiary under operating leases; provided that upon drawing of such letters of credit or other instrument such drawings are reimbursed within 30 days following demand for reimbursements; (vii) Indebtedness Incurred in connection with or given in exchange for the renewal, extension, modification, amendment, refunding, defeasance, refinancing or replacement (a "refinancing") of any of the Securities or any Existing Indebtedness or any Indebtedness issued after the Issue Date and not Incurred in violation of the Indenture (including Acquired "Refinancing Indebtedness"); provided, however, that (a) the Parent principal amount of such Refinancing Indebtedness shall not exceed the principal amount (or accreted amount, if less) of the Indebtedness so refinanced at the time outstanding (or obtainable under any outstanding revolving credit or similar agreement) (plus the premiums paid in connection therewith and any Restricted Subsidiary may Incur the reasonable expenses incurred in connection therewith), provided further, that in the case of a refinancing of Indebtedness (including Acquired Indebtedness) under a revolving credit or similar agreement, if on the agreement has been terminated prior to the date of such Incurrence refinancing and after giving pro forma effect thereto (including pro forma application of the proceeds thereof)all Indebtedness thereunder been repaid, the Fixed Charge Coverage Ratio for amount of such Refinancing Indebtedness shall not exceed the Parent and its Restricted Subsidiaries would have been maximum amount obtainable under such agreement at least 2.0 to 1.0. the time of termination thereof; (b) Section 4.01(a) will not prohibit with respect to Subordinated Indebtedness being refinanced, the Incurrence Stated Maturity of the following Refinancing Indebtedness shall be not earlier than the Stated Maturity of the Indebtedness being refinanced, and such Refinancing Indebtedness shall have an Average Life at the time such Refinancing Indebtedness is incurred that is equal to or greater than the remaining Average Life of the Indebtedness being Refinanced; (“Permitted Debt”):c) with respect to Subordinated Indebtedness of the Corporation being refinanced, such Refinancing Indebtedness shall rank no more senior than, and shall be at least as subordinated in right of payment to the Securities as the Indebtedness being refinanced; and (d) the obligor on such Refinancing Indebtedness shall be the obligor on the Indebtedness being refinanced or the Corporation or another Restricted Subsidiary; (iviii) Indebtedness Incurred pursuant to of the Corporation or any Credit Facility Restricted Subsidiary (including a) representing Capital Lease Obligations and (b) in respect of letters Purchase Money Obligations for property acquired in the ordinary course of credit or bankers’ acceptances issued or created thereunder)business, and any Refinancing Indebtedness which taken together do not exceed $3 million in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed the greater of (A) $200.0 million and (B) an amount such that after giving pro forma effect to the Incurrence of such Indebtedness and the application of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratiooutstanding; (ii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; or

Limitation on Indebtedness. The Company shall not, and shall not suffer or permit any Subsidiary to, create, incur, assume, suffer to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except: (a) The Parent will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 incurred pursuant to 1.0.this Agreement; (b) Indebtedness consisting of Contingent Obligations permitted pursuant to Section 4.01(a8.08; (c) will Indebtedness existing on the Second Restatement Date and set forth in Schedule 8.05; (d) Indebtedness incurred in connection with leases permitted pursuant to Section 8.10; (e) (i) unsecured Indebtedness owed (A) to the Company or any Wholly-Owned Subsidiary which is a Guarantor (B) by any Subsidiary or by the Company or any Wholly-Owned Subsidiary which is a Guarantor to any Wholly-Owned Subsidiary which is a Guarantor so long as it is evidenced by a note pledged to the Agent, (ii) unsecured Indebtedness owed by the Company or any non-Guarantor Subsidiary to any non-Guarantor Subsidiary or the Company and (iii) unsecured Indebtedness owed by the Company to any Leasing Subsidiary to the extent of funds advanced to the Company in connection with the Company's cash pooling arrangements. (f) Indebtedness evidenced by the Senior Subordinated Notes; (g) unsecured Indebtedness incurred on a subordinated basis on terms (other than interest and fees, which shall be at a market rate) not prohibit materially less favorable (or in the Incurrence case of terms of subordination, no less favorable) to the Lenders than those of the following Senior Subordinated Notes or on such other terms and conditions approved by the Agent and the Required Lenders; (h) unsecured Indebtedness (“Permitted Debt”):owed to former McNeilus shareholders in an aggregate principal amount not to exceed $3,300,000 at any one time outstanding; (i) Indebtedness Incurred pursuant to any Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed the greater of (A) $200.0 million and (B) an amount such that after giving pro forma effect to the Incurrence of such Indebtedness and the application which represents deferred purchase price obligations of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) Company or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses a Subsidiary incurred in connection with such refinancing; provided that for purposes of determining (i) Acquisitions permitted by Section 8.04(d) or (ii) the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage RatioPurchase Agreement; (iij) A. Guarantees by Indebtedness of Securitization Subsidiaries which is non-recourse to the Parent Company or any Restricted other Subsidiary and which is incurred in connection with a Permitted Securitization; (k) Indebtedness incurred in connection with the issuance of industrial revenue bonds in a principal amount not to exceed $20,000,000 at any one time outstanding; and (l) other Indebtedness of the Parent or with an aggregate principal amount not to exceed $45,000,000 at any Restricted Subsidiary, so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; ortime outstanding.

Limitation on Indebtedness. (a) The Parent will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, Incur Incur, directly or indirectly, any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent and any Restricted Subsidiary Company may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof)Debt to Annualized Operating Cash Flow Ratio would be less than or equal to 6.0:1.0 if such Indebtedness is Incurred prior to July 15, the Fixed Charge Coverage Ratio for the Parent 2001 and its Restricted Subsidiaries would have been at least 2.0 less than or equal to 1.05.5:1.0 if such Indebtedness is Incurred on or after such date. (b) Notwithstanding Section 4.01(a) will not prohibit 4.03(a), the Incurrence of Company and its Restricted Subsidiaries may Incur the following Indebtedness (“Permitted Debt”):Indebtedness: (i) Bank Indebtedness in an aggregate principal amount not to exceed $75.0 million less the aggregate amount of all repayments of principal applied to permanently reduce any such Indebtedness; (ii) Indebtedness of the Company owed to and held by any Wholly Owned Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Company or any Wholly Owned Subsidiary; provided, however, that (i) any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or a Wholly Owned Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the issuer thereof and (ii) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Securities; (iii) Indebtedness (A) represented by the Securities (not including any Additional Securities), (B) outstanding on the Closing Date (other than the Indebtedness described in clauses (i) and (ii) above), (C) consisting of Refinancing Indebtedness Incurred pursuant to any Credit Facility (including in respect of letters of credit any Indebtedness described in this clause (iii) (including Indebtedness Refinancing Refinancing Indebtedness) or bankers’ acceptances issued or created thereunderSection 4.03(a), (D) consisting of Guarantees of any Indebtedness permitted under clauses (i) and (ii) of this paragraph (b) and (E) consisting of any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed the greater of Securities; (iv) (A) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, 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 Subsidiary of or was otherwise acquired by the Company); provided, however, that on the date that such Restricted Subsidiary is acquired by the Company, the Company would have been able to Incur $200.0 million and (B1.00 of additional Indebtedness pursuant to Section 4.03(a) an amount such that after giving pro forma effect to the Incurrence of such Indebtedness pursuant to this clause (iv) and the application of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its (B) Refinancing Indebtedness Incurred by a Restricted Subsidiaries would not exceed 1.00 to 1.00; plus Subsidiary in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount respect of Indebtedness that may be Incurred under by such Restricted Subsidiary pursuant to this Section 4.01(b)(iclause (iv), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (iiv) A. Guarantees Indebtedness (A) in respect of performance bonds, bankers' acceptances, letters of credit and surety or appeal bonds provided by the Parent or any Company and the Restricted Subsidiary Subsidiaries in the ordinary course of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; ortheir business and

Limitation on Indebtedness. (a) The Parent Borrower will not, and the Borrower will not permit any of its Restricted Subsidiaries to, Incur create, incur, assume or suffer to exist any Indebtedness (including Acquired Indebtedness); provided, however, provided that the Parent Borrower and any Restricted Subsidiary may Incur incur Incurrence Test Indebtedness except that Restricted Subsidiaries that are not Guarantors may not incur Incurrence Test Indebtedness in an aggregate principal amount outstanding at any time exceeding $50,000,000 minus (including Acquired Indebtednesswithout duplication) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application aggregate outstanding amount of the proceeds thereofaggregate amount of Guarantee Obligations incurred under Section 10.1(d)(ii)(C)(1) and 10.1(d)(ii)(C)(2). Notwithstanding the foregoing, the Fixed Charge Coverage Ratio for limitations set forth in the Parent and its Restricted Subsidiaries would have been at least 2.0 immediately preceding paragraph shall not apply to 1.0.any of the following items: (a) Indebtedness arising under the Credit Documents; (b) subject to compliance with Section 4.01(a) will not prohibit the Incurrence 10.5, Indebtedness of the following Borrower or any Restricted Subsidiary owed to the Borrower or any Restricted Subsidiary; provided that all such Indebtedness of any Credit Party owed to any Person that is not a Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (“Permitted Debt”):c) Indebtedness in respect of any bankers’ acceptance, bank guarantees, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business (including (i) in respect of workers compensation claims, health, disability or other employee benefits or property, -127- casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims, (ii) any DOE Letter of Credit, (iii) any bank guarantees, letters of credit or similar facilities required by any Governmental Authority or to satisfy any governmental or regulatory requirements and (iv) any tenders, statutory obligations, surety and appeal bonds, bids, leases, governmental contracts, performance and return-of-money bonds and other similar obligations incurred in the ordinary course of business or consistent with past practices); (d) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) Indebtedness Incurred pursuant to any Credit Facility (including Restricted Subsidiaries in respect of Indebtedness of the Borrower or other Restricted Subsidiaries that is permitted to be incurred under this Agreement (except that a Restricted Subsidiary may not, by virtue of this Section 10.1(d) guarantee Indebtedness that such Restricted Subsidiary could not otherwise incur under this Section 10.1), (ii) the Borrower in respect of Indebtedness of Restricted Subsidiaries that is permitted to be incurred under this Agreement; provided that (A) if the Indebtedness being guaranteed under this Section 10.1(d) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness, (B) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt shall be permitted unless such Restricted Subsidiary shall have also provided a guarantee of the Obligations substantially on the terms set forth in the Guarantee and (C) the aggregate amount of (1) Guarantee Obligations incurred by Credit Parties under this clause (d) in respect of obligations owed by Persons that are not Credit Parties and (2) the aggregate amount of Guarantee Obligations incurred by Restricted Subsidiaries that are not Guarantors under this clause (d), when combined with (3) the total amount of Incurrence Test Indebtedness incurred by Restricted Subsidiaries that are not Guarantors shall not collectively exceed $100,000,000 at any time outstanding; (e) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors and licensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), 10.5(g), 10.5(m), 10.5(o), 10.5(p), 10.5(s), 10.5(u) (provided that in the case of Section 10.5(u), such Guarantee Obligations are incurred by a Restricted Subsidiary located in the same country of jurisdiction as the Restricted Subsidiary incurring such obligation being guaranteed), 10.5(q) and 10.5(x) or (iii) relating to any DOE Letter of Credit or any other bank guarantees, letters of credit or bankers’ acceptances issued similar facilities required by any Governmental Authority or created thereunder), and to satisfy any Refinancing Indebtedness in respect thereof and Guarantees governmental or regulatory requirements or (iv)(x) of the Borrower or any Restricted Subsidiary in respect of Indebtedness and other obligations relating to the Cash Management Programs of the Borrower or any Restricted Domestic Subsidiary and (y) of Restricted Non-Domestic Subsidiaries in respect of Indebtedness and other obligations relating to the Cash Management Programs of any Restricted Non-Domestic Subsidiary; (f) (i) Indebtedness (including Indebtedness arising under Capital Leases) incurred within one year of the acquisition, construction, repair, replacement, expansion or improvement of fixed or capital assets to finance the acquisition, construction, repair, replacement expansion, or improvement of such fixed or capital assets, (ii) other Indebtedness in a maximum arising under Capital Leases (other than Indebtedness incurred pursuant to clause (x)), provided, that the aggregate principal amount of Indebtedness incurred pursuant to this clause (f) at any time outstanding shall not to exceed the greater of (A) $200.0 million 350,000,000 and (B) an amount such that after giving pro forma effect to 4.0% of the Incurrence Consolidated Total Assets of the Borrower and the Restricted Subsidiaries at the date of such Indebtedness incurrence and the application of the use of proceeds therefrom on such date(iii) any modification, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing replacement, refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) or (ii) above, provided that, (x) except to the extent the excess is expressly permitted under by another clause of this Section 4.01(b)(i) or any portion thereof10.1, the aggregate principal amount thereof does not exceed the principal amount thereof outstanding immediately prior to such modification, replacement, refinancing, refunding, renewal or extension except by an amount equal to the unpaid accrued interest and premium thereon plus the reasonable amounts paid in respect of fees, underwriting discounts, premiums and other costs fees and expenses incurred in connection with such modification, replacement, refinancing, refunding, renewal or extension, (y) immediately before and after the incurrence of such Indebtedness, no Default shall have occurred and be continuing, and (z) except for (1) removals of contingent obligors or (2) to the extent otherwise permitted hereunder, the direct and contingent obligors with respect to such Indebtedness are not changed; (g) Indebtedness outstanding on the Closing Date listed on Schedule 10.1(g) and any modification, replacement, refinancing, refunding, renewal or extension thereof; provided that for purposes of determining except to the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i)extent otherwise expressly permitted hereunder, all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the case of any such modification, replacement, refinancing, refunding, renewal or extension, (x) the principal amount thereof does not exceed the principal amount thereof outstanding immediately prior to such modification, replacement, refinancing, refunding, renewal or extension except by an amount equal to the unpaid accrued interest and premium thereon plus the reasonable amounts paid in respect of Consolidated Senior Secured Net Leverage used fees and expenses incurred in connection with such modification, replacement, refinancing, refunding, renewal or extension plus an amount equal to any existing commitment unutilized and letters of credit undrawn thereunder, (y) except for (1) removals of contingent obligors or (2) to the calculation of extent otherwise permitted hereunder, the Consolidated Senior Secured Net Leverage Ratiodirect and contingent obligors with respect to such Indebtedness are not changed and (z) to the extent such Indebtedness being modified, replaced, refinanced, refunded, renewed or extended constitutes Indebtedness owed to the Borrower or any Credit Party, the creditor with respect to such Indebtedness is not changed; (iih) A. Guarantees by the Parent Indebtedness in respect of Hedge Agreements or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence of such Indebtedness is hedging arrangements permitted under Section 10.5(g)(ix); (i) Indebtedness in respect of (x) the terms 2025 Notes, in an aggregate principal amount not to exceed $800,000,000, (y) the 2019 Notes, in an aggregate principal amount not to exceed $1,148,000,000 and (z) the Exchange Notes, in an aggregate principal amount not to exceed $250,000,000; (j) Indebtedness in respect of this Indenture; orperformance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations not in connection with money borrowed, in each case provided in the ordinary course of business or consistent with past practice, including those incurred to secure health, safety and environmental obligations in the ordinary course of business consistent with past practice;

Limitation on Indebtedness. Such Borrower shall not and shall not permit the Intermediate Holding Company or any of its Subsidiaries to create, incur, assume, guarantee or otherwise become or remain liable in respect of any Indebtedness, other than: (a) The Parent will not, and will not permit Indebtedness under the Loan Documents; (b) Indebtedness of the Intermediate Holding Company or any of its Restricted Subsidiaries toto any of the Intermediate Holding Company or any of its Subsidiaries; provided, Incur (i) all such Indebtedness shall be unsecured and evidenced by a Subordinated Promissory Note and all such Subordinated Promissory Notes shall be subject to a first priority security interest pursuant to the Security Documents, and (ii) any payment by any such Subsidiary Guarantor under any guaranty of the Obligations shall result in a pro tanto reduction of the amount of any Indebtedness owed by such Subsidiary Guarantor to such Borrower or to any other Subsidiary Guarantor for whose benefit such payment is made; (c) Indebtedness of the Intermediate Holding Company or any of its Subsidiaries to the Holding Company or to the Parent; provided, all such Indebtedness shall be unsecured and evidenced by a Subordinated Promissory Note; provided further that, any such Indebtedness incurred following the Effective Date may be incurred solely in the absence of any Default or Event of Default; (d) Indebtedness secured by Permitted Liens; (e) Indebtedness in an aggregate amount not to exceed at any time $750,000 with respect to (x) Capital Leases and (y) purchase money Indebtedness (including Acquired Indebtednessany Indebtedness acquired in connection with a Permitted Acquisition); provided, howeverin the case of clause (x), that any such Indebtedness shall be secured only by the Parent asset subject to such Capital Lease, and, in the case of clause (y), that any such Indebtedness shall (i) be secured only by the asset acquired in connection with the incurrence of such Indebtedness and (ii) constitute not less than 95% of the aggregate consideration paid with respect to such asset; (f) Indebtedness incurred by the Intermediate Holding Company or any Restricted of its Subsidiaries arising from agreements providing for indemnification or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of a Borrower or any such Subsidiary pursuant to such agreements, in connection with Permitted Acquisitions or permitted dispositions of any business, assets or a Subsidiary of the Intermediate Holding Company or any of its Subsidiaries; (g) Indebtedness which may Incur be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (h) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts: (including Acquired Indebtednessi) if guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of the Intermediate Holding Company and each of its Subsidiaries: (j) guaranties by a Borrower of Indebtedness of a Subsidiary Guarantor or guaranties by a Subsidiary of a Borrower of Indebtedness of such Borrower or a Subsidiary Guarantor with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 8.1; (k) Indebtedness described on Schedule 8.1, but not any extensions, renewals or replacements of such Indebtedness except (1) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same arc in effect on the date of this Agreement, and (ii) refinancings and extensions of any such Incurrence Indebtedness if the terms and after giving pro forma effect thereto (including pro forma application conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the proceeds thereof)Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 to 1.0. (b) Section 4.01(a) will not prohibit the Incurrence of the following Indebtedness (“Permitted Debt”): immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness Incurred pursuant of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Credit Facility Default or Event of Default has occurred and is continuing or would result therefrom; and (including l) other unsecured Indebtedness of the Intermediate Holding Company and its Subsidiaries other than the types listed in respect of letters of credit or bankers’ acceptances issued or created thereunderclauses (a) through (k) above), which Indebtedness is unsecured and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness subordinated to the Obligations in a maximum manner satisfactory to the Administrative Agent in an aggregate principal amount not to exceed at any time outstanding not to exceed the greater of (A) $200.0 million and (B) an amount such that after giving pro forma effect to the Incurrence of such Indebtedness and the application of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; or250,000.

Limitation on Indebtedness. (a) The Parent will Company shall not, and will shall not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtednessother than the Notes and Indebtedness existing on the Closing Date); provided, however, provided that the Parent and Company or any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and if, after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 to 1.0. (b) Section 4.01(a) will not prohibit the Incurrence of the following Indebtedness (“Permitted Debt”): (i) Indebtedness Incurred pursuant to any Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed the greater of (A) $200.0 million and (B) an amount such that after giving pro forma effect to the Incurrence of such Indebtedness and the receipt and application of the use of proceeds therefrom on such datetherefrom, the Consolidated Senior Secured Net Leverage Interest Coverage Ratio would be greater than 2.0:1. Notwithstanding the foregoing, the Company and any Restricted Subsidiary (except as specified below) may Incur each and all of the Parent and its Restricted Subsidiaries would following: (i) Indebtedness pursuant to the Credit Agreement (other than the Note Backup Agreement) outstanding at any time in an aggregate principal amount not to exceed 1.00 to 1.00; plus in the case of $225 million, less any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; Indebtedness permanently repaid as provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio4.11; (ii) A. Guarantees Indebtedness owed (A) to the Company evidenced by an unsubordinated promissory note or (B) to any Restricted Subsidiary; provided that any event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or another Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this clause (ii); (iii) Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Indebtedness (other than Indebtedness Incurred under clause (i), (ii), (iv), (vi), (vii), (viii) or (ix) of this paragraph) and any refinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided that Indebtedness the proceeds of which are used to refinance or refund the Notes or Indebtedness that is pari passu with, or subordinated in right of payment to, the Notes shall only be permitted under this clause (iii) if (A) in case the Notes are refinanced in part or the Indebtedness to be refinanced is pari passu with the Notes, such new Indebtedness, by its terms or by the Parent terms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Notes, (B) in case the Indebtedness to be refinanced is subordinated in right of payment to the Notes, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Indebtedness to be refinanced is subordinated to the Notes and (C) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded; and provided further that in no event may 49 42 Indebtedness of the Company that is pari passu with or subordinated in rights of payments to the Notes, be refinanced by means of any Indebtedness of any Restricted Subsidiary pursuant to this clause (iii); (iv) Indebtedness (A) in respect of performance, surety or appeal bonds provided in the ordinary course of business, (B) under Currency Agreements and Interest Rate Agreements; provided that such agreements (a) are designed solely to protect the Company or its Restricted Subsidiaries against fluctuations in foreign currency exchange rates or interest rates and (b) do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder; and (C) arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), in a principal amount not to exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition; (v) Indebtedness, to the extent the net proceeds thereof are promptly (A) used to purchase Notes tendered in an Offer to Purchase made as a result of a Change in Control or (B) deposited to defease the Notes pursuant to Article Eight; (vi) Guarantees of the Notes and Guarantees of Indebtedness of the Parent or Company by any Restricted Subsidiary, so long as Subsidiary provided the Incurrence Guarantee of such Indebtedness is permitted by and made in accordance with Section 4.07; (vii) Indebtedness pursuant to the Note Backup Agreement outstanding at any time in an aggregate principal amount outstanding at any time not to exceed $8.3 million, less any amount of such Indebtedness permanently repaid as provided under Section 4.11; (viii) Indebtedness in respect of Capitalized Lease Obligations in an aggregate principal amount outstanding at any time not to exceed $20 million, less any amount of such Indebtedness permanently repaid as provided under Section 4.11; and (ix) Indebtedness (in addition to Indebtedness permitted under clauses (i) through (viii) above) in an aggregate principal amount outstanding at any time not to exceed $25 million (or the U.S. Dollar Equivalent thereof), less any amount of such Indebtedness permanently repaid as provided under Section 4.11. (b) Notwithstanding any other provision of this Section 4.03, the maximum amount of Indebtedness that the Company or a Restricted Subsidiary may Incur pursuant to this Section 4.03 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies. (c) For purposes of determining any particular amount of Indebtedness under this Section 4.03, (1) Indebtedness Incurred under the terms Credit Agreement on or prior to the Closing Date shall be treated as Incurred pursuant to clause (i) of the second paragraph of part (a) of this Indenture; orSection 4.03, (2) Guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included and (3) any Liens granted pursuant to the equal and ratable provisions referred to in Section 4.09 shall not be treated as Indebtedness. For purposes of determining compliance with this Section 4.03, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in the above clauses (other than Indebtedness referred to in clause (1) of the preceding sentence), the Company, in its sole discretion, shall classify, and from time to time may reclassify, such item of Indebtedness and only be required to include the amount and type of such Indebtedness in one of such clauses.

Limitation on Indebtedness. (a) The Parent will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent and Company or any Restricted Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness) if on if, after giving effect to the date Incurrence of such Incurrence Indebtedness and after giving pro forma effect thereto (including pro forma the receipt and application of the proceeds thereof)therefrom, the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred would have been be at least 2.0 2 to 1.01. (b) Section 4.01(a4.10(a) will above shall not prohibit the Incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”): (i) the Incurrence by the Company or the Guarantors of Indebtedness under Credit Facilities (including, without limitation, the Incurrence by the Company and the Guarantors of Guarantees thereof) in an aggregate amount at any one time outstanding pursuant to this Section 4.10(b)(i) not to exceed $450,000,000; less the aggregate amount of all proceeds from Asset Sales applied by the Company or any Restricted Subsidiary to permanently repay any such Indebtedness pursuant to Section 4.08 hereof; (ii) the Incurrence of Existing Indebtedness; (iii) the Incurrence by the Company and the Guarantors of Indebtedness represented by the Notes (other than Additional Notes) in respect thereof and the related Note Guarantees; (iv) (A) the Incurrence by the Company or any Restricted Subsidiary of Indebtedness (including Capital Lease Obligations, Attributable Debt in respect of any Sale and Leaseback Transactions not involving the Glendale Facility, mortgage financings or purchase money obligations) Incurred for the purpose of financing all or any part of the purchase price or cost of construction, lease, development, design, installation, repair or improvement of assets (real or personal), or Indebtedness assumed in connection therewith (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) used in the business of the Company or such Restricted Subsidiary (including any reasonably related fees or expenses Incurred in connection with such acquisition, construction, lease, development, design, installation, repair or improvement), in an aggregate amount, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to any Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunderthis Section 4.10(b)(iv), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed the greater of (Ai) 1.25% of Total Assets and (ii) $200.0 million 25,000,000 at any time outstanding; and (B) the Incurrence by the Company of Attributable Debt in respect of Sale and Leaseback Transactions with respect to all or any portion of the Glendale Facility or any other Indebtedness secured solely by all or any portion of the Glendale Facility in an amount aggregate amount, together with all other Indebtedness Incurred to pursuant to this Section 4.10(b)(iv)(B), not to exceed the Fair Market Value of the Glendale Facility; (v) the Incurrence by the Company or any Restricted Subsidiary of Permitted Refinancing Indebtedness in exchange for, or the net cash proceeds of which are used to refund, refinance or replace Indebtedness that was permitted by this Indenture to be Incurred under Section 4.10(a) or (b)(ii), (iii), (iv), (v) or (xv) hereof); (vi) the Incurrence by the Company or any Restricted Subsidiary of Indebtedness owing to and held by the Company or any Restricted Subsidiary; provided, however, that: (A) if the Company or any Guarantor is the obligor on such that after giving pro forma effect Indebtedness, such Indebtedness (other than Indebtedness owed to the Company or a Guarantor) must be unsecured and expressly subordinated in right of payment to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or the Note Guarantee, in the case of a Guarantor; and (B) any event that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary (except for any pledge of such Indebtedness constituting a Permitted Lien until the pledgee commences actions to foreclose on such Indebtedness) shall be deemed to constitute an Incurrence of such Indebtedness and by the application of the use of proceeds therefrom on Company or such dateRestricted Subsidiary, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in as the case of any refinancing of any Indebtedness may be, that was not permitted under by this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i4.10(b)(vi), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (iivii) A. Guarantees the Guarantee by the Parent Company or any Restricted Subsidiary of Indebtedness of the Parent Company or a Restricted Subsidiary that was permitted to be Incurred by another provision of this Section 4.10; (viii) the Incurrence by the Company or any Restricted SubsidiarySubsidiary under Hedging Obligations that are Incurred for the purpose of fixing, hedging or swapping interest rate, or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes; (ix) the Incurrence by the Company or any Restricted Subsidiary of Indebtedness arising from agreements providing for indemnification, adjustment of purchase price, earnouts or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any Restricted Subsidiary pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Capital Stock (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Capital Stock for the purpose of financing such acquisition), so long as the amount does not exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition; (x) the Incurrence by the Company or any Restricted Subsidiary of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of the Company having knowledge of its Incurrence; (xi) the Incurrence by the Company or any Restricted Subsidiary of Indebtedness constituting (a) reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement obligations regarding workers’ compensation claims; provided that, upon the drawing of such letters of credit or the Incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or Incurrence or (b) obligations, including indemnification or reimbursement obligations, in respect of performance, bid, appeal and surety bonds, completion guarantees and similar obligations in the ordinary course of business; (xii) the Incurrence by the Company or any Restricted Subsidiary of Indebtedness to the extent the net cash proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes as described under Section 8.02, Section 8.03 or Section 11.01 hereof; (xiii) liabilities relating to profit participations, deferments and guild residuals arising in the ordinary course of business in connection with the production, acquisition or distribution of Product; (xiv) the Incurrence by the Company or any Restricted Subsidiary of Indebtedness secured solely by liens on Acceptable Tax Credits which is non-recourse to the Company and any Restricted Subsidiary, other than customary representations and warranties made to the applicable taxing authority to the extent that any such representation or warranty would be considered recourse Indebtedness of the Company or any of its Restricted Subsidiaries; (xv) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Subsidiary became a Restricted Subsidiary or was acquired by the Company (other than 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 Subsidiary became a Restricted Subsidiary or was acquired by the Company); provided, however, that on the date such Subsidiary became a Restricted Subsidiary or was acquired by the Company and after giving pro forma effect thereto, either (a) the Company could Incur at least $1.00 of Indebtedness under the Fixed Charge Coverage Ratio test set forth in Section 4.10(a) or (b) the Fixed Charge Coverage Ratio is higher than immediately prior to such Incurrence; (xvi) Indebtedness consisting of obligations under the HBO Attornment Agreement, the HBO License Agreement and similar agreements entered into the ordinary course of business, including advances received by the Company or any Restricted Subsidiary from business partners; (xvii) Indebtedness of Foreign Subsidiaries in an aggregate amount at any one time outstanding, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this Section 4.10(b)(xvii), not to exceed the greater of (i) 1.25% of Total Assets and (ii) $25,000,000; and (xviii) additional Indebtedness of the Company or any Restricted Subsidiary in an aggregate amount at any one time outstanding, including all Permitted Refinancing Indebtedness Incurred to refund, refinance, or replace any Indebtedness Incurred pursuant to this Section 4.10(b)(xviii), not to exceed the greater of (i) 1.25% of Total Assets and (ii) $25,000,000. (c) For purposes of determining compliance with this Section 4.10, in the event that any proposed Indebtedness meets the criteria of more than one of the categories described in Section 4.10(b)(i) through (xviii) above, or is entitled to be Incurred pursuant to Section 4.10(a), the Company shall be permitted to classify, and may later reclassify, such item of Indebtedness or a part thereof in any manner that complies with this Section 4.10. Notwithstanding the foregoing, Indebtedness under the Credit Agreement outstanding on the Issue Date shall be deemed to have been Incurred on such date in reliance on the exception provided by Section 4.10(b)(i) above. (d) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. Dollar Equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred (or first committed, in the case of revolving credit debt); provided that if such Indebtedness is permitted under Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the terms applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. (e) The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing. (f) The Company shall not Incur any Indebtedness that is subordinate in right of payment to any other Indebtedness of the Company unless it is subordinate in right of payment to the Notes at least to the same extent. The Company shall not permit any Guarantor to Incur any Indebtedness that is subordinate in right of payment to any other Indebtedness of such Guarantor unless it is subordinate in right of payment to such Guarantor’s Note Guarantee at least to the same extent. For purposes of this Indenture; or, no Indebtedness shall be deemed to be subordinated in right of payment to any other Indebtedness of the Company or any Guarantor, as applicable, solely by reason of any Liens or Guarantees arising or created in respect thereof or by virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.

Limitation on Indebtedness. (a) The Parent will Company shall not, and will shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness), except for Permitted Indebtedness; provided, however, that the Parent Company and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) if on if, at the date time of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 to 1.0. (b) Section 4.01(a) will not prohibit the Incurrence of the following Indebtedness (“Permitted Debt”): (i) Indebtedness Incurred pursuant to any Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed the greater of (A) $200.0 million and (B) an amount such that immediately after giving pro forma effect to the such Incurrence of such Indebtedness and the application of the use of proceeds therefrom on such datetherefrom, the Consolidated Coverage Ratio would be at least 2.0 to 1.0 prior to the second anniversary of the Issue Date; 2.25 to 1.0 on or after the second anniversary of the Issue Date but prior to the fourth anniversary of the Issue Date; and 2.5 to 1.0 on or after the fourth anniversary of the Issue Date. The foregoing limitations will not apply to the Incurrence by the Company or any Restricted Subsidiary of any of the following (collectively, "Permitted Indebtedness"), each of which shall be given independent effect: ----------------------- (a) Indebtedness under the Securities, the Exchange Securities, and other Indebtedness outstanding on the Issue Date; (b) Indebtedness of the Company and any Guarantor Incurred pursuant to (i) the Credit Facility if at the time of and immediately after giving effect thereto, the aggregate consolidated Indebtedness Incurred under the Credit Facility would not exceed $215.0 million at any one time outstanding; provided, however, that such $215.0 million shall be reduced by the sum of (i) the amount of any repayments or prepayments of Indebtedness (that are accompanied by a corresponding permanent commitment reduction) under the Credit Facility and (ii) the outstanding principal amount of Indebtedness and preferred stock of a Receivables Entity (excluding the net proceeds of such Indebtedness and preferred stock that are applied to the repayment or prepayment of Indebtedness described in clause (i)); (c) Indebtedness of any Guarantor owed to and held by the Company or any Guarantor and other Indebtedness of the Company owed to and held by any Guarantor which is unsecured and subordinated in right of payment to the payment and performance of the Company's obligations under any Senior Secured Net Leverage Indebtedness, this Indenture and the Securities and Indebtedness of a Foreign Restricted Subsidiary that is not a Guarantor owed to and held by any other Foreign Restricted Subsidiary that is not a Guarantor; provided, however, that an Incurrence of Indebtedness that is not permitted by this clause (c) shall be deemed to have occurred upon (i) any sale or other disposition of any Indebtedness of the Company or any Restricted Subsidiary referred to in this clause (c) to a Person (other than the Company or a Guarantor), (ii) any sale or other disposition of Equity Interests of any Guarantor which holds Indebtedness of the Company or another Restricted Subsidiary such that such Guarantor ceases to be a Guarantor and (iii) the designation of a Restricted Subsidiary that is a Guarantor and which holds Indebtedness of the Company or any other Restricted Subsidiary as an Unrestricted Subsidiary; (d) the Guarantees and guarantees by any Guarantor of Indebtedness of the Company; provided, however, that if such guarantee is of Subordinated Indebtedness, then the Guarantee of such Guarantor shall be senior to such Guarantor's guarantee of Subordinated Indebtedness; (e) Hedging Obligations of the Company or any Restricted Subsidiary entered into in the ordinary course of business and not for speculative purposes; (f) Purchase Money Indebtedness (and refinancings thereof) and Capitalized Lease Obligations (and refinancings thereof) which do not exceed $7.0 million in the aggregate at any one time outstanding; (g) Indebtedness to the extent representing a replacement, renewal, refinancing or extension (collectively, a "refinancing") of outstanding ----------- Indebtedness Incurred in compliance with the Consolidated Coverage Ratio of the Parent and its Restricted Subsidiaries would first paragraph of this covenant or clause (a) of this paragraph of this covenant; provided, however, that (i) any such refinancing shall not exceed 1.00 to 1.00; the sum of the principal amount (or accreted amount (determined in accordance with GAAP), if less) of the Indebtedness being refinanced, plus in the case amount of accrued interest thereon, plus the amount of any reasonably determined prepayment premium necessary to accomplish such refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs such reasonable fees and expenses incurred in connection therewith, (ii) Indebtedness representing a refinancing of Indebtedness other than Senior Indebtedness shall have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being refinanced, (iii) Indebtedness that is pari passu with the Securities may only be refinanced with Indebtedness that is made pari passu with or subordinate in right of payment to the Securities and Subordinated Indebtedness may only be refinanced with Subordinated Indebtedness, (iv) no Restricted Subsidiary that is not a Guarantor may Incur Indebtedness to refinance Indebtedness of the Company or any Guarantor and (v) Indebtedness of the Company may only be refinanced by Indebtedness of the Company and Indebtedness of a Restricted Subsidiary may only be refinanced by Indebtedness of such Restricted Subsidiary or by the Company; (h) Indebtedness incurred in respect of workers' compensation claims, self-insurance obligations, performance, surety and similar bonds and completion guarantees provided by the Company or a Restricted Subsidiary in the ordinary course of business; (i) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or Equity Interests of a Restricted Subsidiary, provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Company and its Restricted Subsidiaries in connection with such refinancing; disposition; (j) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within five business days of Incurrence; (k) Indebtedness representing deferred compensation to employees of the Company and its Subsidiaries in an aggregate amount not to exceed $1.0 million at any one time outstanding; (l) Indebtedness of Foreign Restricted Subsidiaries which are not Guarantors in an aggregate amount not to exceed $7.5 million at any one time outstanding; (m) Indebtedness of Foreign Restricted Subsidiaries which are not Guarantors owed to and held by the Company or any Guarantor in an aggregate amount not to exceed $12.5 million at any one time outstanding; (n) Indebtedness of a Receivables Entity that is non-recourse to the Company or any other Restricted Subsidiary of the Company Incurred in connection with a Qualified Receivables Transaction, provided that for the proceeds of such Indebtedness are used to reduce Indebtedness under the Credit Facility; and (o) in addition to the items referred to in clauses (a) through (n) above, Indebtedness of the Company (including any Indebtedness under the Credit Facility that utilizes this subparagraph (o)) having an aggregate principal amount not to exceed $10.0 million at any one time outstanding. For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness incurred pursuant to and in compliance with, this covenant: (1) in the event that Indebtedness meets the criteria of more than one of the types of indebtedness described in the first and second paragraphs of this covenant, the Company, in its sole discretion, will classify such item of Indebtedness on the date of Incurrence and only be required to include the amount and type of such Indebtedness in one of such clauses; and (2) the amount of Indebtedness issued at a price that may is less than the principal amount thereof will be Incurred under equal to the amount of the liability in respect thereof determined in accordance with GAAP. Accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Indebtedness and the payment of dividends in the form of additional shares of preferred stock will not be deemed to be an Incurrence of Indebtedness for purposes of this Section 4.01(b)(i)covenant provided, all Indebtedness Incurred under this Section 4.01(b)(i) shall be in each such case, that the amount thereof is included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence Fixed Charges of such Indebtedness is permitted under the terms of this Indenture; orPerson.

Limitation on Indebtedness. (a) The Parent Borrower will not, and will not permit any of its Restricted Subsidiaries to, Incur create, incur, assume or suffer to exist any Indebtedness other than the following: (including Acquired Indebtedness); provided, however, that a) Indebtedness arising under the Parent and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 to 1.0.Credit Documents; (b) Section 4.01(a) will not prohibit the Incurrence Indebtedness in respect of the following Senior Subordinated Notes and the Senior Convertible Notes outstanding as of the Closing Date and any accrued but unpaid interest thereon arising prior to or during the Chapter 11 Cases; (c) Indebtedness of any Credit Party owing to any other Credit Party; (“Permitted Debt”):d) Indebtedness in respect of any bankers’ acceptance, bank guarantees, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business or consistent with past practice or industry practice (including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims); (e) Guarantee Obligations incurred by any Credit Party in respect of Indebtedness of any other Credit Party that is permitted to be incurred under this Agreement; provided that if the Indebtedness being guaranteed under this Section 10.1(e) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders (in the reasonable determination of the Administrative Agent) as those contained in the subordination of such Indebtedness; (f) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Section 10.5(c), (l), and (m); (g) Indebtedness under Capital Leases in effect on the Closing Date as set forth on Schedule 10.1; (h) Indebtedness outstanding on the date hereof listed on Schedule 10.1; (i) Indebtedness Incurred pursuant to any Credit Facility in respect of performance bonds, bid bonds, appeal bonds, surety bonds, completion guarantees and similar obligations (including such obligations in respect of letters of credit or bankers’ acceptances issued or created thereunderand bank guarantees related thereto and such obligations incurred to secure health, safety and environmental obligations), in each case, not in connection with money borrowed and any Refinancing provided in the ordinary course of business or consistent with past practice; (j) Cash Management Obligations, Cash Management Services and other Indebtedness in respect thereof of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and Guarantees similar arrangements in each case incurred in the ordinary course of business; (k) Indebtedness incurred in the ordinary course of business in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed the greater of (A) $200.0 million and (B) an amount such that after giving pro forma effect to the Incurrence of such Indebtedness and the application obligations of the use of proceeds therefrom on such date, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) Borrower or any portion thereof, Credit Party to pay the aggregate amount deferred purchase price of fees, underwriting discounts, premiums and other costs and expenses incurred goods or services or progress payments in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratiogoods and services; (l) Indebtedness arising from agreements of the Borrower or any Credit Party providing for indemnification, adjustment of purchase price or similar obligations (including earn-outs), in each case entered into in connection with Investments and the Disposition of any business, assets or Stock permitted hereunder; (m) Indebtedness of any Credit Party consisting of (i) obligations to pay insurance premiums or (ii) A. Guarantees by obligations contained in firm transportation or supply agreements or other take or pay contracts, in each case arising in the Parent ordinary course of business; (n) Indebtedness representing deferred compensation to employees, consultants or any Restricted Subsidiary of Indebtedness independent contractors of the Parent Borrower (or, to the extent such work is done for the Borrower or its Subsidiaries, any Restricted Subsidiarydirect or indirect parent thereof) and the Subsidiaries incurred in the ordinary course of business; (o) Indebtedness associated with self-insurance obligations or bid, plugging and abandonment, appeal, reimbursement, performance, surety and similar bonds, letters of credit and completion guarantees required by Requirements of Law or by Governmental Authorities in connection with the operation of Oil and Gas Properties, Carbon Dioxide Interests or other material properties in the ordinary course of business or obligations and worker’s compensation claims in the ordinary course of business; (p) all premiums (if any), interest (including post-petition interest), fees, expenses, charges, and additional or contingent interest on obligations described in clauses (a) through (o) above and (q) through (s) below; (q) Indebtedness arising as a result of the Genesis Pipeline Dropdown Transactions outstanding as of the Closing Date and any accrued but unpaid interest thereon during the Chapter 11 Cases; (r) Indebtedness in respect of the Second Lien Notes outstanding as of the Closing Date and any accrued but unpaid interest thereon during the Chapter 11 Cases; (s) the “Obligations” under and as defined in the Pre-Petition Credit Agreement and any accrued but unpaid interest thereon during the Chapter 11 Cases; and (t) other Indebtedness (except for borrowed money) so long as the Incurrence aggregate principal amount of all such Indebtedness is permitted under the terms of described in this Indenture; orSection 10.1(t) does not exceed $2,500,000 at any time outstanding.

Limitation on Indebtedness. (a) The Parent will Company shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, Incur Incur, directly or indirectly, any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent and any Restricted Subsidiary -------- ------- Company may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 to 1.0. (b) Section 4.01(a) will not prohibit the Incurrence of the following Indebtedness (“Permitted Debt”): (i) Indebtedness Incurred pursuant to any Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed the greater of (A) $200.0 million and (B) an amount such that after giving pro forma effect to the Incurrence of such Indebtedness and the receipt and application of the use of proceeds therefrom on such datetherefrom, the Consolidated Senior Secured Net Leverage Coverage Ratio of would be greater than 1.2 to 1. (b) Notwithstanding Section 4.03(a), the Parent Company and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in may Incur the case following Indebtedness: (i) working capital Indebtedness of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) the Company or any portion thereof, the Restricted Subsidiary under any revolving credit facility in an aggregate principal amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing; provided that for purposes of determining the amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Rationot to exceed $10,000,000 at any time outstanding; (ii) A. Guarantees Indebtedness of the Company owed to and held by the Parent or any Restricted Subsidiary of or Indebtedness of a Restricted Subsidiary owed to and held by the Parent Company or any Restricted Subsidiary; provided, so long as however, that (i) any -------- ------- subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the issuer thereof and (ii) if the Company is permitted the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full of all obligations with respect to the Securities; (iii) Indebtedness (A) represented by the Securities and the Subsidiary Guarantees (if any), (B) consisting of Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause (iii) (including Indebtedness Refinancing Refinancing Indebtedness) or Section 4.03(a) and (C) of the Company under the terms of the Subordinated Loan Agreement, as in effect on the date hereof (without regard to any amendments, supplements or other modifications not permitted by Section 4.17); (A) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, 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 Subsidiary or was otherwise acquired by the Company); provided, however, that on the date -------- ------- that such Restricted Subsidiary is acquired by the Company, the Company would have been able to Incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) after giving effect to the Incurrence of such Indebtedness pursuant to this Indentureclause (iv) and (B) Refinancing Indebtedness Incurred by a Restricted Subsidiary in respect of Indebtedness Incurred by such Restricted Subsidiary pursuant to this clause (iv); (v) Indebtedness (A) of any Restricted Subsidiary evidenced by letters of credit or performance, surety or appeal bonds (and related reimbursement obligations) provided in the ordinary course of such Restricted Subsidiary's insurance and reinsurance business, and (B) under Interest Rate Agreements or Currency Agreements entered into for bona fide hedging purposes of the Company in the ordinary course of business; orprovided, however, that any such Interest Rate Agreements or Currency -------- ------- Agreements do not increase the Indebtedness of the Company outstanding at any time other than as a result of fluctuations in interest rates or by reason of fees, indemnities and compensation payable thereunder;

Limitation on Indebtedness. (a) The Parent US Borrower and the UK Borrower will not, and will not permit any of its the Restricted Subsidiaries to, Incur create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness (including Acquired Indebtedness); provided, however, that arising under the Parent and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 to 1.0.Credit Documents; (b) Section 4.01(aIndebtedness of (i) will not prohibit the Incurrence US Borrower to any Subsidiary of the following US Borrower and (ii) any Subsidiary to the US Borrower or any other Restricted Subsidiary of the US Borrower; (c) Indebtedness in respect of any bankers' acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business; (“d) except as provided in clauses (j) and (k) below, Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness of the US Borrower or other Restricted Subsidiaries that is permitted to be incurred under this Agreement and (ii) the US Borrower in respect of Indebtedness of the Restricted Subsidiaries that is permitted to be incurred under this Agreement, provided that there shall be no Guarantee Obligations (a) by a Restricted Foreign Subsidiary of any Indebtedness of the US Borrower and (b) in respect of the Permitted Subordinated Debt or Permitted Senior Subordinated Debt”):, unless such Guarantee Obligations are made by a Guarantor (other than Holdings) and such Guarantee is unsecured and subordinated to the Obligations to the same extent as the applicable Permitted Subordinated Debt or Permitted Senior Subordinated Debt, as the case may be; (e) Guarantee Obligations incurred in the ordinary course of business in respect of obligations to suppliers, customers, franchisees, lessors and licensees; (i) Indebtedness Incurred pursuant to any Credit Facility (including Indebtedness arising under Capital Leases) incurred within 270 days of the acquisition, construction or improvement of fixed or capital assets to finance the acquisition, construction or improvement of such fixed or capital assets or otherwise incurred in respect of letters Capital Expenditures permitted by Section 10.11, (ii) Indebtedness arising under Capital Leases entered into in connection with Permitted Sale Leasebacks and (iii) Indebtedness arising under Capital Leases, other than Capital Leases in effect on the Closing Date and Capital Leases entered into pursuant to subclauses (i) and (ii) above, provided that the aggregate amount of credit Indebtedness incurred pursuant to this subclause (iii) shall not exceed $75,000,000 at any time outstanding, and (iv) any refinancing, refunding, renewal or bankers’ acceptances issued extension of any Indebtedness specified in subclause (i), (ii) or created thereunder)(iii) above, provided that the principal amount thereof is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension; (g) Indebtedness outstanding on the Closing Date and listed on Schedule 10.1, and any Refinancing refinancing, refunding, renewal or extension thereof, providedthat (i) the principal amount thereof is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension, except to the extent otherwise permitted hereunder and (ii) the direct and contingent obligors with respect to such Indebtedness are not changed; (h) Indebtedness in respect thereof and Guarantees of Hedge Agreements; (i) Indebtedness in respect of (i) Permitted Subordinated Debt, and (ii) Permitted Senior Subordinated Debt, in each case, subject, in the case of any Guarantee Obligations in respect thereof, to clause (d) above; (i) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Restricted Subsidiary or Indebtedness attaching to assets that are acquired by the US Borrower or any Restricted Subsidiary, in each case after the Closing Date as the result of a Permitted Acquisition, provided that (w) such Indebtedness existed at the time such Person became a Restricted Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof, (x) such Indebtedness is not guaranteed in any respect by the US Borrower or any Restricted Subsidiary (other than any such Person that so becomes a maximum Restricted Subsidiary), (y)(A) the capital stock of such Person is pledged to the Administrative Agent to the extent required under Section 9.11 or Section 9.12 and (B) such Person executes a supplement to each of the Guarantee, the Security Agreement, the applicable Foreign Guarantee and/or the applicable Foreign Security Documents and the Pledge Agreement (or alternative guarantee and security arrangements in relation to the Obligations) to the extent required under Sections 9.11 or 9.12, as applicable, provided that the requirements of this subclause (y) shall not apply to an aggregate amount at any time outstanding of up to (and including) the Guarantee and Collateral Exception Amount at such time of the aggregate of (1) such Indebtedness and (2) all Indebtedness as to which the proviso to clause (k)(i)(y) below then applies, and (z) the aggregate amount of such Indebtedness and all Indebtedness incurred under clause (k) below, when taken together, does not exceed $400,000,000 in the aggregate at any time outstanding, and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above, provided that, except to the extent otherwise permitted hereunder, (x) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension and (y) the direct and contingent obligors with respect to such Indebtedness are not changed; (i) Indebtedness of the US Borrower or any Restricted Subsidiary incurred to finance a Permitted Acquisition, provided that (x) such Indebtedness is not guaranteed in any respect by any Restricted Subsidiary (other than any Person acquired (the "acquired Person") as a result of such Permitted Acquisition or the Restricted Subsidiary so incurring such Indebtedness) or, in the case of Indebtedness of any Restricted Subsidiary, by the US Borrower, (y)(A) the US Borrower or such Restricted Subsidiary pledges the capital stock of such acquired Person to the Administrative Agent to the extent required under Section 9.11 or Section 9.12 and (B) such acquired Person executes a supplement to the Guarantee, the Security Agreement, the applicable Foreign Guarantee and/or the applicable Foreign Security Documents and the Pledge Agreement (or alternative guarantee and security arrangements in relation to the Obligations) to the extent required under Sections 9.11 or 9.12, as applicable, provided that the requirements of this subclause (y) shall not apply to an aggregate amount at any time outstanding of up to (and including) the amount of the Guarantee and Collateral Exception Amount at such time of the aggregate of (1) such Indebtedness and (2) all Indebtedness as to which the proviso to clause (j)(i)(y) above then applies, and (z) the aggregate amount of such Indebtedness and all Indebtedness assumed or permitted to exist under clause (j) above, when taken together, does not exceed $400,000,000 in the aggregate at any time outstanding, and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above, provided that (x) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension and (y) the direct and contingent obligors with respect to such Indebtedness are not changed, except to the extent otherwise permitted hereunder; (l) Indebtedness of Restricted Foreign Subsidiaries in an aggregate amount at any time outstanding not to exceed $150,000,000 minus (ii) the greater of (A) $200.0 million and (B) an amount such that after giving pro forma effect to the Incurrence of such Indebtedness and the application of the use of proceeds therefrom on such dateamount, the Consolidated Senior Secured Net Leverage Ratio of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus in the case of any refinancing of any Indebtedness permitted under this Section 4.01(b)(i) or any portion thereofif any, by which the aggregate amount of fees, underwriting discounts, premiums Indebtedness incurred and other costs and expenses outstanding at such time pursuant to clause (n) below exceeds $300,000,000; (i) Indebtedness incurred in connection with any Permitted Sale Leaseback and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above, provided that, except to the extent otherwise permitted hereunder, (x) the principal amount of any such Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing; , refunding, renewal or extension and (y) the direct and contingent obligors with respect to such Indebtedness are not changed; (i) additional Indebtedness, provided that for purposes of determining the aggregate amount of Indebtedness that may be Incurred under incurred and remaining outstanding pursuant to this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(iclause (n) shall be included in not at any time exceed the sum of (x) $300,000,000 and (y) the amount, if any, by which $150,000,000 exceeds the aggregate amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; Indebtedness then outstanding under clause (l) above, and (ii) A. Guarantees by any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above; and (o) Indebtedness in respect of Permitted Additional Subordinated Notes to the Parent or any Restricted Subsidiary extent that the Net Cash Proceeds therefrom are, immediately after the receipt thereof, applied to the prepayment of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; orTerm Loans in accordance with Section 5.2.

Limitation on Indebtedness. (a) The Parent will Company shall not, and will shall not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Parent Company and any Restricted Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto thereof: (including pro forma application of 1) the proceeds thereof), the Fixed Charge Consolidated Coverage Ratio for the Parent Company and its Restricted Subsidiaries would have been is at least 2.0 2.25 to 1.01.00; and (2) no Default or Event of Default shall have occurred or be continuing or would occur as a consequence of Incurring the Indebtedness or transactions relating to such Incurrence. (b) Section 4.01(a6.06(a) will of this Third Supplemental Indenture shall not prohibit the Incurrence of the following Indebtedness (“Permitted Debt”):Indebtedness: (i1) Indebtedness of the Company or any Subsidiary Guarantor Incurred pursuant to any Credit Facility (including Facilities in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum an aggregate principal amount outstanding at any time outstanding not up to exceed the greater of (a) $1.2 billion and (b) 30% of Adjusted Consolidated Net Tangible Assets determined as of the date of the Incurrence of such Indebtedness; (2) Guarantees by (a) the Company or Subsidiary Guarantors of Indebtedness Incurred by the Company or a Subsidiary Guarantor in accordance with the provisions of the Indenture; provided that in the event such Indebtedness that is being Guaranteed is a Subordinated Obligation or a Guarantor Subordinated Obligation, then the related Guarantee shall be subordinated in right of payment to the Notes or the Subsidiary Guarantee, as the case may be, and (b) Non-Guarantor Restricted Subsidiaries of Indebtedness Incurred by Non-Guarantor Restricted Subsidiaries in accordance with the provisions of the Indenture; (3) Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Company or any Restricted Subsidiary; provided, however, (A) $200.0 million and if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes; (B) if a Subsidiary Guarantor is the obligor on such Indebtedness and the Company or a Subsidiary Guarantor is not the obligee, such Indebtedness is subordinated in right of payment to the Subsidiary Guarantee of such Subsidiary Guarantor; and (C) (i) any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than the Company or a Restricted Subsidiary of the Company; and (ii) any sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary of the Company, shall be deemed, in each case under this clause (C), to constitute an amount Incurrence of such Indebtedness by the Company or such Subsidiary, as the case may be; (4) Indebtedness represented by (a) the Notes issued on the Issue Date and any Subsidiary Guarantees, (b) any Indebtedness (other than the Indebtedness described in clauses (1), (2), (3), (6), (8), (9) and (10) of this Section 6.06(b)) outstanding on the Issue Date and (c) any Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause (4) or clause (5) of this Section 6.06(b) or Incurred pursuant to Section 6.06(a) of this Third Supplemental Indenture; (5) Indebtedness of a Restricted Subsidiary Incurred and outstanding on the date on which such Restricted Subsidiary was acquired by, or merged into, the Company or any Restricted Subsidiary or such Restricted Subsidiary was designated as such (other than Indebtedness Incurred (a) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was otherwise acquired by the Company or (b) otherwise in connection with, or in contemplation of, such acquisition); provided, however, that at the time such Restricted Subsidiary is so acquired, merged or designated, the Company would have been able to Incur $1.00 of additional Indebtedness pursuant to Section 6.06(a) of this Third Supplemental Indenture after giving pro forma effect to the Incurrence of such Indebtedness pursuant to this clause (5); (6) Indebtedness under Hedging Obligations that are Incurred in the ordinary course of business (and not for speculative purposes) (a) for the application purpose of fixing or hedging interest rate risk with respect to any Indebtedness permitted under the Indenture; (b) for the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges; or (c) for the purpose of fixing or hedging commodity price risk with respect to any commodities; (7) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capitalized Lease Obligations, mortgage financings, purchase money obligations or other payments, in each case Incurred to finance all or any part of the use purchase price or cost of proceeds therefrom on construction or improvement of assets or property (other than Capital Stock or other Investments) acquired, constructed or improved by the Company or such dateRestricted Subsidiary and related financing costs, and Attributable Indebtedness, and all Refinancing Indebtedness Incurred to refund, defease, renew, extend, refinance or replace any Indebtedness Incurred pursuant to this clause (7), in an aggregate principal amount not to exceed $25.0 million at any time outstanding; (8) Indebtedness Incurred in respect of workers’ compensation claims, self-insurance obligations, performance, surety and similar bonds and completion guarantees provided by the Consolidated Senior Secured Net Leverage Ratio Company or a Restricted Subsidiary in the ordinary course of business; (9) Indebtedness arising from agreements of the Parent Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the acquisition or disposition of any business, assets or Capital Stock of a Restricted Subsidiary or any business or assets of the Company and Refinancing Indebtedness Incurred with the same counterparty in respect thereof, provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually paid or received by the Company and its Restricted Subsidiaries would in connection with such acquisition or disposition; (10) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds or in respect of cash management services provided by a bank or other financial institution, each in the ordinary course of business, provided, however, that such Indebtedness is extinguished within five Business Days of Incurrence; (11) Indebtedness in respect of the financing of insurance premiums with the providers of such insurance or their Affiliates in the ordinary course of business; (12) for the avoidance of doubt, in-kind obligations relating to net oil or natural gas balancing positions arising in the ordinary course of business; and (13) in addition to the items referred to in clauses (1) through (12) above, Indebtedness of the Company and its Restricted Subsidiaries in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (13) and then outstanding, shall not exceed 1.00 $20.0 million at any time outstanding. The Company shall not Incur any Indebtedness under the preceding paragraph if the proceeds thereof are used, directly or indirectly, to 1.00refinance any Subordinated Obligations of the Company unless such Indebtedness shall be subordinated to the Notes to at least the same extent as such Subordinated Obligations. No Subsidiary Guarantor shall Incur any Indebtedness under the preceding paragraph if the proceeds thereof are used, directly or indirectly, to refinance any Guarantor Subordinated Obligations of such Subsidiary Guarantor unless such Indebtedness shall be subordinated to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee to at least the same extent as such Guarantor Subordinated Obligations. No Restricted Subsidiary (other than a Subsidiary Guarantor) may Incur any Indebtedness if the proceeds are used to refinance Indebtedness of the Company or a Subsidiary Guarantor. (c) For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this Section 6.06: (1) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in Sections 6.06(a) and 6.06(b), the Company, in its sole discretion, shall classify such item of Indebtedness on the date of Incurrence and may from time to time re-classify such item of Indebtedness in any manner that complies with this Section 6.06 and only be required to include the amount and type of such Indebtedness in one of such clauses; plus provided that all Indebtedness outstanding on the Issue Date under the Senior Credit Facility shall be deemed Incurred under clause (1) of Section 6.06(b) and not Section 6.06(a) of this Third Supplemental Indenture or clause (4) of Section 6.06(b); (2) Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included; (3) if obligations in respect of letters of credit are Incurred pursuant to a Credit Facility and are being treated as Incurred pursuant to clause (1) of Section 6.06(b) and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included; (4) the principal amount of any Disqualified Stock of the Company or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor, shall be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (5) Indebtedness permitted by this Section 6.06 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 6.06 permitting such Indebtedness; (6) the principal amount of any Indebtedness outstanding in connection with a securitization transaction or series of securitization transactions is the amount of obligations outstanding under the legal documents entered into as part of such transaction that would be characterized as principal if such transaction were structured as a secured lending transaction rather than as a purchase relating to such transaction; and (7) the amount of Indebtedness issued at a price that is less than the principal amount thereof shall be equal to the amount of the liability in respect thereof determined in accordance with GAAP. Accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Indebtedness, the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock and the incurrence of unrealized losses or charges in respect of Hedging Obligations (including those resulting from the application of FAS 133 and similar provisions), in each case shall be deemed not to be Incurrences of Indebtedness for purposes of this Section 6.06. The amount of any Indebtedness outstanding as of any date shall be (i) the accreted value thereof in the case of any refinancing Indebtedness issued with original issue discount and (ii) the principal amount or liquidation preference thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness. In addition, the Company shall not permit any of its Unrestricted Subsidiaries to Incur any Indebtedness or issue any shares of Disqualified Stock, other than Non Recourse Debt. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this Section 4.01(b)(i) or any portion thereof6.06, the aggregate Company shall be in Default of this Section 6.06). For purposes of determining compliance with any U.S. dollar denominated restriction on the Incurrence of Indebtedness, the U.S. dollar equivalent principal amount of feesIndebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, underwriting discountsin the case of term Indebtedness, premiums and other costs and expenses incurred or first committed, in connection with such refinancingthe case of revolving credit Indebtedness; provided that for purposes if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of determining such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this Section 6.06, the maximum amount of Indebtedness that the Company may be Incurred under Incur pursuant to this Section 4.01(b)(i), all 6.06 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred under this Section 4.01(b)(i) to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be included calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (ii) A. Guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary, so long as the Incurrence date of such Indebtedness is permitted under the terms of this Indenture; orrefinancing.

Limitation on Indebtedness. (a) The Parent Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtednessother than the Notes and Indebtedness existing on the Closing Date); provided, however, provided that the Parent Company and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and if, after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries would have been at least 2.0 to 1.0. (b) Section 4.01(a) will not prohibit the Incurrence of the following Indebtedness (“Permitted Debt”): (i) Indebtedness Incurred pursuant to any Credit Facility (including in respect of letters of credit or bankers’ acceptances issued or created thereunder), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not to exceed the greater of (A) $200.0 million and (B) an amount such that after giving pro forma effect to the Incurrence of such Indebtedness and the receipt and application of the use of proceeds therefrom on such datetherefrom, the Consolidated Senior Secured Net Leverage Ratio would be less than 4.75 to 1.0 with respect to any fiscal quarter. Notwithstanding the foregoing, the Company and any Restricted Subsidiary (except as specified below) may Incur each and all of the Parent and its Restricted Subsidiaries would not exceed 1.00 to 1.00; plus following: (i) Indebtedness outstanding at any time in an aggregate principal amount (or, in the case of Indebtedness issued at a discount, an accreted amount (determined in accordance with Mexican GAAP)) not to exceed $100 million; (ii) Indebtedness (A) to the Company evidenced by an unsubordinated promissory note or (B) to any refinancing of its Restricted Subsidiaries; provided that any event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or another Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this clause (ii); (iii) Indebtedness Incurred in exchange for, or the net proceeds of which are used to refinance or refund or as an extension of credit for or to satisfy or defease (a "refinancing"), then outstanding Indebtedness, other than Indebtedness Incurred under this Section 4.01(b)(iclause (i), (ii), (iv) or (vi) of this paragraph, and any portion thereofrefinancings thereof in an amount not to exceed the amount so refinanced (plus premiums, the aggregate amount of feesaccrued interest, underwriting discounts, premiums fees and expenses and other costs and expenses incurred related payment obligations Incurred in connection with such refinancing); provided that for purposes Indebtedness the proceeds of determining which are used to refinance the Notes or Indebtedness that is pari passu with, or subordinated in right of payment to, the Notes shall only be permitted under this clause (iii) if (A) in case the Notes are refinanced in part or the Indebtedness to be refinanced is pari passu with the Notes, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Notes, (B) in case the Indebtedness to be refinanced is subordinated in right of payment to the Notes, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Indebtedness to be refinanced is subordinated to the Notes and (C) except in respect of the Indebtedness Incurred under clause (xi) below, such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced; (iv) Indebtedness (A) in respect of performance, surety or appeal bonds and reimbursement obligations provided in the ordinary course of business, (B) under Currency Agreements and Interest Rate Agreements (to the extent that the notional principal amount thereunder does not exceed the principal amount of Indebtedness that may be Incurred under this Section 4.01(b)(i), all Indebtedness Incurred under this Section 4.01(b)(i) shall be included in the amount of Consolidated Senior Secured Net Leverage used in the calculation of the Consolidated Senior Secured Net Leverage Ratio; (iiCompany and its Restricted Subsidiaries with floating rates of interest) A. Guarantees by entered into for the Parent purpose of protecting the Company or any Restricted Subsidiary of from fluctuations in currency exchange rates or interest rates, respectively; provided that such agreements do not increase the Indebtedness of the Parent obligor outstanding at any time other than as a result of fluctuations in foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder; or (C) arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted SubsidiarySubsidiaries pursuant to such agreements, so long as in any case Incurred in connection with the Incurrence disposition of such Indebtedness is permitted under any business, assets or Restricted Subsidiary of the terms of this Indenture; orCompany