Common use of Limitations on Incurrence of Indebtedness Clause in Contracts

Limitations on Incurrence of Indebtedness. The Company ----------------------------------------- shall not incur (i) Senior Indebtedness that is not subordinated to the same extent as the 2003 Convertible Notes or (ii) Secured Indebtedness that is by its terms senior in right of payment to the 2003 Convertible Notes, except that the Company is permitted to guarantee, on a secured basis and/or a senior unsubordinated basis, the obligations of any Wholly-Owned Subsidiary with respect to any Permitted Indebtedness of such Wholly-Owned Subsidiary. No Wholly-Owned Subsidiary may incur (i) any Indebtedness that is by its terms subordinated in right of payment to any Permitted Indebtedness of such Wholly-Owned Subsidiary, (ii) any Secured Indebtedness if such Wholly-Owned Subsidiary is an obligor under any unsecured Permitted Indebtedness or (iii) any Unsecured Indebtedness if such Wholly-Owned Subsidiary is an obligor under any Secured Indebtedness which is Permitted Indebtedness. It being understood that a Wholly-Owned Subsidiary may refinance Secured Indebtedness with unsecured Indebtedness and vice versa. Indebtedness shall be deemed to be incurred by the Company or a Wholly-Owned Subsidiary whenever the Company or such Wholly-Owned Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof.

Limitations on Incurrence of Indebtedness. The Company ----------------------------------------- Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, incur any Indebtedness; provided that the Issuer or any Restricted Subsidiary may incur additional Indebtedness, in each case, if, after giving effect to such incurrence and the application of the proceeds therefrom, the Consolidated Interest Coverage Ratio would be at least 2.00 to 1.00 (the “Coverage Ratio Exception”). Notwithstanding the above, each of the following shall be permitted (the “Permitted Indebtedness”): (1) Indebtedness of the Issuer and any Guarantor under the Credit Facilities in an aggregate amount at any time outstanding not incur to exceed $5,000,000,000; (i2) Senior the Notes and the Note Guarantees; (3) Indebtedness that is not subordinated of the Issuer and the Restricted Subsidiaries to the same extent as outstanding on the 2003 Convertible Notes Issue Date (other than Indebtedness referred to in clause (1), (2) or (ii4)), including the Existing Notes and the Existing Note Guarantees; (4) Secured (x) Indebtedness of the Issuer or any Restricted Subsidiary owed to any other Restricted Subsidiary or the Issuer and (y) guarantees by any Restricted Subsidiary or the Issuer of any Indebtedness of the Issuer or any other Restricted Subsidiary; provided, however, that is by its terms senior in right of payment upon any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or such Indebtedness being owed to any Person other than the 2003 Convertible NotesIssuer or a Restricted Subsidiary, except that the Company is permitted to guarantee, on a secured basis and/or a senior unsubordinated basisas applicable, the Issuer or such Restricted Subsidiary, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (4); (5) Indebtedness in respect of bid, performance or surety bonds issued for the account of the Issuer or any Restricted Subsidiary in the ordinary course of business, including guarantees or obligations of the Issuer or any Wholly-Owned Restricted Subsidiary with respect to letters of credit supporting such bid, performance or surety obligations (in each case other than for an obligation for money borrowed); (6) Purchase Money Indebtedness incurred by the Issuer or any Restricted Subsidiary, and Refinancing Indebtedness thereof, in an aggregate amount not to exceed at any time outstanding $100.0 million; (7) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; (8) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (9) Refinancing Indebtedness with respect to Indebtedness incurred pursuant to the Coverage Ratio Exception or clause (2) or (3) above or this clause (9); (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 Issuer or any Restricted Subsidiary or Equity Interests 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 purpose 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 Issuer or any Restricted Subsidiary shall not be permitted under this clause (10) and (b) in the case of a disposition, the maximum aggregate liability in respect of all such obligations outstanding under this clause (10) shall at no time exceed the gross proceeds actually received by the Issuer and the Restricted Subsidiaries in connection with such disposition; (11) Indebtedness of Subsidiaries that are not Guarantors if, after giving effect to such incurrence and the application of the proceeds thereof, the aggregate principal amount of such indebtedness does not exceed $425.0 million (less the amount of any Indebtedness secured by a Lien permitted under clause (23) of the definition of “Permitted Liens” which Indebtedness is not incurred pursuant to this clause (11)); and (12) Indebtedness of the Issuer or any Restricted Subsidiary in an aggregate amount not to exceed $250.0 million at any time outstanding. For purposes of determining compliance with this Section 4.06, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (12) above or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Issuer shall, in its sole discretion, classify such item of such Wholly-Owned Subsidiary. No Wholly-Owned Subsidiary may incur (i) any Indebtedness that is by its terms subordinated in right of payment to any Permitted Indebtedness of such Wholly-Owned Subsidiary, (ii) any Secured Indebtedness if such Wholly-Owned Subsidiary is an obligor under any unsecured Permitted Indebtedness or (iii) any Unsecured Indebtedness if such Wholly-Owned Subsidiary is an obligor under any Secured Indebtedness which is Permitted Indebtedness. It being understood that a Wholly-Owned Subsidiary may refinance Secured Indebtedness with unsecured Indebtedness and vice versa. may divide and classify such Indebtedness in more than one of the types of Indebtedness described and may later reclassify any item of Indebtedness described in clauses (1) through (12) above (provided that at the time of reclassification it meets the criteria in such category or categories), except that Indebtedness outstanding under the Credit Agreement shall be deemed to have been incurred under clause (1) above. In addition, for purposes of determining any particular amount of Indebtedness under this Section 4.06, guarantees, Liens or letter of credit obligations supporting Indebtedness otherwise included in the determination of such particular amount shall not be included so long as incurred by a Person that could have incurred such Indebtedness. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Company incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed or first incurred (whichever yields the lower U.S. dollar equivalent), in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a Whollyforeign currency, and such refinancing would cause the applicable U.S. dollar-Owned Subsidiary whenever denominated restriction to be exceeded if calculated at the Company or relevant currency exchange rate in effect on the date of such Whollyrefinancing, such U.S. dollar-Owned Subsidiary denominated restriction shall create, assume, guarantee or otherwise become liable in respect thereofbe 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.

Limitations on Incurrence of Indebtedness. (a) The Company ----------------------------------------- shall Issuer will not, and will not permit any of its Subsidiaries to, create, incur, issue, assume or guarantee (collectively, “incur” or an “incurrence”) any Indebtedness; provided, however, that the Issuer or any of its Subsidiaries may incur Indebtedness if, after giving effect to the incurrence of such additional Indebtedness and the application of the net proceeds therefrom on a pro forma basis, the amount of Indebtedness of the Issuer and its Subsidiaries, determined on a consolidated basis in accordance with GAAP, then outstanding is no more than $585.0 million. For purposes of this Indenture, the amount of any Indebtedness outstanding as of any date will be: (i) Senior the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount, as determined in accordance with GAAP; and (ii) the principal amount of the Indebtedness, in the case of any other Indebtedness. (b) Notwithstanding the preceding, Section 4.12(a) will not prohibit the incurrence by the Issuer or any of its Subsidiaries of any of the following items of Indebtedness (collectively, “Permitted Indebtedness”), and each of such items shall be disregarded in determining the amount of Indebtedness outstanding for purposes of Section 4.12(a): (i) obligations with respect to Hedge Agreements or Commodity Exchange Agreements; (ii) intercompany Indebtedness between or among the Issuer and any of its Subsidiaries or between or among any of such Subsidiaries; provided, however, that (1) if the Issuer is not the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated to the same extent as the 2003 Convertible Notes or (ii) Secured Indebtedness that is by its terms senior prior payment in right full in cash of payment to the 2003 Convertible Notes, except that the Company is permitted to guarantee, on a secured basis and/or a senior unsubordinated basis, the all obligations of any Wholly-Owned Subsidiary then due with respect to the Notes; and (2) i. any subsequent issuance or transfer of Capital Stock that results in any such Indebtedness being held by a Person other than the Issuer or a Subsidiary of the Issuer and ii. any sale or other transfer of any such Indebtedness to a Person that is neither the Issuer nor a Subsidiary of the Issuer, will be deemed, in the case of each of clause i and ii, to constitute an incurrence of such Indebtedness by the Issuer or such Subsidiary, as the case may be, that was not permitted by this clause (ii); (iii) Permitted Refinancing Indebtedness incurred in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, refund, discharge or otherwise retire Indebtedness that was permitted by this Section 4.12 to be incurred pursuant to clause (vi) of this paragraph or this clause (iii); (iv) the guarantee by the Issuer of Indebtedness of any of its Subsidiaries and the guarantee by any of such Wholly-Owned Subsidiaries of Indebtedness of the Issuer or another of its Subsidiaries, in each case that was permitted to be incurred by this covenant; (v) Indebtedness of the Issuer held by any of the owners of its Capital Stock or their respective Affiliates, provided that such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all obligations then due with respect to the Notes (“Affiliate Subordinated Indebtedness”); provided, however, that (A) any subsequent issuance or transfer of Capital Stock that results in any such Indebtedness being held by a Person other than any of the owners of the Capital Stock of the Issuer or their respective Affiliates and (B) any sale or other transfer of any such Indebtedness to a Person that is neither an owner of the Capital Stock of the Issuer nor its Affiliate, will be deemed, in the case of each of clause (A) and (B), to constitute an incurrence of such Indebtedness that was not permitted by this clause (v); (vi) Indebtedness of any other Person existing at the time such other Person is merged with or into the Issuer or becomes a Subsidiary of the Issuer, provided such Indebtedness is not incurred in connection with, or in contemplation of, such other Person merging with or into the Issuer, or becoming its Subsidiary. No Wholly-Owned Subsidiary may incur , but excluding Indebtedness which is extinguished, retired or repaid in connection with such Person merging with or into the Issuer or becoming its Subsidiary; and (vii) any additional Indebtedness so long as we have obtained an affirmation from each of Xxxxx’x and S&P that, after giving effect to the incurrence of such Indebtedness, the ratings of the Notes are not less than Baa3 (in the case of Xxxxx’x) and BBB (in the case of S&P). (c) For purposes of determining compliance with this Section 4.12, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories contained in clauses (i) through (vii) of the definition of Permitted Indebtedness in Section 4.12(b), or is entitled to be incurred pursuant to Section 4.12(a), the Issuer may 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 4.12. The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on any Indebtedness that is by its terms subordinated in right the form of payment to any Permitted Indebtedness of such Wholly-Owned Subsidiary, (ii) any Secured Indebtedness if such Wholly-Owned Subsidiary is an obligor under any unsecured Permitted Indebtedness or (iii) any Unsecured Indebtedness if such Wholly-Owned Subsidiary is an obligor under any Secured Indebtedness which is Permitted Indebtedness. It being understood that a Wholly-Owned Subsidiary may refinance Secured additional Indebtedness with unsecured Indebtedness and vice versa. Indebtedness shall the same terms will not be deemed to be incurred by an incurrence of Indebtedness for purposes of this Section 4.12. Notwithstanding any other provision of this Section 4.12, the Company maximum amount of Indebtedness that we or any of our Subsidiaries may incur pursuant to this covenant shall not be deemed to be exceeded solely as a Wholly-Owned Subsidiary whenever the Company result of fluctuations in exchange rates or such Wholly-Owned Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereofcurrency values.

Limitations on Incurrence of Indebtedness. The Company ----------------------------------------- Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, incur any Indebtedness; provided that the Issuer or any Restricted Subsidiary may incur additional Indebtedness, in each case, if, after giving effect to such incurrence and the application of the proceeds therefrom, the Consolidated Interest Coverage Ratio would be at least 2.00 to 1.00 (the “Coverage Ratio Exception”). Notwithstanding the above, each of the following shall be permitted (the “Permitted Indebtedness”): (1) Indebtedness of the Issuer and any Guarantor under the Credit Facilities (including the Notes and the Existing Notes) in an aggregate amount at any time outstanding not incur to exceed $5,000,000,000; (i2) Senior the Note Guarantees and the Existing Note Guarantees; (3) Indebtedness that is not subordinated of the Issuer and the Restricted Subsidiaries to the same extent as outstanding on the 2003 Convertible Notes Issue Date (other than Indebtedness referred to in clause (1), (2) or (ii4)); (4) Secured (x) Indebtedness of the Issuer or any Restricted Subsidiary owed to any other Restricted Subsidiary or the Issuer and (y) guarantees by any Restricted Subsidiary or the Issuer of any Indebtedness of the Issuer or any other Restricted Subsidiary; provided, however, that is by its terms senior in right of payment upon any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or such Indebtedness being owed to any Person other than the 2003 Convertible NotesIssuer or a Restricted Subsidiary, except that the Company is permitted to guarantee, on a secured basis and/or a senior unsubordinated basisas applicable, the Issuer or such Restricted Subsidiary, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (4); (5) Indebtedness in respect of bid, performance or surety bonds issued for the account of the Issuer or any Restricted Subsidiary in the ordinary course of business, including guarantees or obligations of the Issuer or any Wholly-Owned Restricted Subsidiary with respect to letters of credit supporting such bid, performance or surety obligations (in each case other than for an obligation for money borrowed); (6) Purchase Money Indebtedness incurred by the Issuer or any Restricted Subsidiary, and Refinancing Indebtedness thereof, in an aggregate amount not to exceed at any time outstanding $100.0 million; (7) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; (8) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (9) Refinancing Indebtedness with respect to Indebtedness incurred pursuant to the Coverage Ratio Exception or clause (2) or (3) above or this clause (9); (10) indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets of the Issuer or any Restricted Subsidiary or Equity Interests 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 purpose 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 Issuer or any Restricted Subsidiary shall not be permitted under this clause (10) and (b) in the case of a disposition, the maximum aggregate liability in respect of all such obligations outstanding under this clause (10) shall at no time exceed the gross proceeds actually received by the Issuer and the Restricted Subsidiaries in connection with such disposition; (11) Indebtedness of Subsidiaries that are not Guarantors if, after giving effect to such incurrence and the application of the proceeds thereof, the aggregate principal amount of such indebtedness does not exceed $425.0 million (less the amount of any Indebtedness secured by a Lien permitted under clause (23) of the definition of “Permitted Liens” which Indebtedness is not incurred pursuant to this clause (11)); and (12) Indebtedness of the Issuer or any Restricted Subsidiary in an aggregate amount not to exceed $250.0 million at any time outstanding. For purposes of determining compliance with this Section 4.06, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (12) above or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Issuer shall, in its sole discretion, classify such item of such Wholly-Owned Subsidiary. No Wholly-Owned Subsidiary may incur (i) any Indebtedness that is by its terms subordinated in right of payment to any Permitted Indebtedness of such Wholly-Owned Subsidiary, (ii) any Secured Indebtedness if such Wholly-Owned Subsidiary is an obligor under any unsecured Permitted Indebtedness or (iii) any Unsecured Indebtedness if such Wholly-Owned Subsidiary is an obligor under any Secured Indebtedness which is Permitted Indebtedness. It being understood that a Wholly-Owned Subsidiary may refinance Secured Indebtedness with unsecured Indebtedness and vice versa. may divide and classify such Indebtedness in more than one of the types of Indebtedness described and may later reclassify any item of Indebtedness described in clauses (1) through (12) above (provided that at the time of reclassification it meets the criteria in such category or categories), except that Indebtedness outstanding under the Credit Agreement and the Notes issued on the Issue Date shall be deemed to have been incurred under clause (1) above. In addition, for purposes of determining any particular amount of Indebtedness under this Section 4.06, guarantees, Liens or letter of credit obligations supporting Indebtedness otherwise included in the determination of such particular amount shall not be included so long as incurred by a Person that could have incurred such Indebtedness. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Company incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed or first incurred (whichever yields the lower U.S. dollar equivalent), in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a Whollyforeign currency, and such refinancing would cause the applicable U.S. dollar-Owned Subsidiary whenever denominated restriction to be exceeded if calculated at the Company or relevant currency exchange rate in effect on the date of such Whollyrefinancing, such U.S. dollar-Owned Subsidiary denominated restriction shall create, assume, guarantee or otherwise become liable in respect thereofbe 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.

Limitations on Incurrence of Indebtedness. The Company ----------------------------------------- Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, incur any Indebtedness; provided that the Issuer or any Restricted Subsidiary may incur additional Indebtedness, in each case, if, after giving effect to such incurrence and the application of the proceeds therefrom, the Consolidated Interest Coverage Ratio would be at least 2.00 to 1.00 (ithe “Coverage Ratio Exception”). Notwithstanding the above, each of the following shall be permitted (the “Permitted Indebtedness”): (1) Senior Indebtedness that is of the Issuer and any Guarantor under the Credit Facilities in an aggregate amount at any time outstanding not subordinated to exceed $3,500,000,000, less, to the same extent a permanent repayment and/or commitment reduction is required thereunder as a result of such application, the 2003 Convertible aggregate amount of Net Available Proceeds applied to repayments under the Credit Facilities in accordance with Section 4.08; (2) the Existing Notes issued on the Existing Notes Issue Date and the Existing Note Guarantees; (3) Indebtedness of the Issuer and the Restricted Subsidiaries to the extent outstanding on the Existing Notes Issue Date after giving effect to the use of proceeds of the Existing Notes (other than Indebtedness referred to in clause (1), (2) or (ii4)); (4) Secured (x) Indebtedness of the Issuer or any Restricted Subsidiary owed to any other Restricted Subsidiary or the Issuer and (y) guarantees by any Restricted Subsidiary or the Issuer of any Indebtedness of the Issuer or any other Restricted Subsidiary; provided, however, that is by its terms senior in right of payment upon any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or such Indebtedness being owed to any Person other than the 2003 Convertible NotesIssuer or a Restricted Subsidiary, except that the Company is permitted to guarantee, on a secured basis and/or a senior unsubordinated basisas applicable, the Issuer or such Restricted Subsidiary, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (4); (5) Indebtedness in respect of bid, performance or surety bonds issued for the account of the Issuer or any Restricted Subsidiary in the ordinary course of business, including guarantees or obligations of the Issuer or any Wholly-Owned Restricted Subsidiary with respect to letters of credit supporting such bid, performance or surety obligations (in each case other than for an obligation for money borrowed); (6) Purchase Money Indebtedness incurred by the Issuer or any Restricted Subsidiary, and Refinancing Indebtedness thereof, in an aggregate amount not to exceed at any time outstanding $100.0 million; (7) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; (8) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (9) Refinancing Indebtedness with respect to Indebtedness incurred pursuant to the Coverage Ratio Exception or clause (2) or (3) above or this clause (9); (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 Issuer or any Restricted Subsidiary or Equity Interests 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 purpose 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 Issuer or any Restricted Subsidiary shall not be permitted under this clause (10) and (b) in the case of a disposition, the maximum aggregate liability in respect of all such obligations outstanding under this clause (10) shall at no time exceed the gross proceeds actually received by the Issuer and the Restricted Subsidiaries in connection with such disposition; (11) Indebtedness of Subsidiaries that are not Guarantors in an aggregate amount not to exceed $425.0 million at any time outstanding (less the amount of any Indebtedness secured by a Lien permitted under clause (23) of the definition of “Permitted Liens” which Indebtedness is not incurred pursuant to this clause (11)); and (12) Indebtedness of the Issuer or any Restricted Subsidiary in an aggregate amount not to exceed $250.0 million at any time outstanding. For purposes of determining compliance with this Section 4.06, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (12) above or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Issuer shall, in its sole discretion, classify such item of such Wholly-Owned Subsidiary. No Wholly-Owned Subsidiary may incur (i) any Indebtedness that is by its terms subordinated in right of payment to any Permitted Indebtedness of such Wholly-Owned Subsidiary, (ii) any Secured Indebtedness if such Wholly-Owned Subsidiary is an obligor under any unsecured Permitted Indebtedness or (iii) any Unsecured Indebtedness if such Wholly-Owned Subsidiary is an obligor under any Secured Indebtedness which is Permitted Indebtedness. It being understood that a Wholly-Owned Subsidiary may refinance Secured Indebtedness with unsecured Indebtedness and vice versa. may divide and classify such Indebtedness in more than one of the types of Indebtedness described and may later reclassify any item of Indebtedness described in clauses (1) through (12) above (provided that at the time of reclassification it meets the criteria in such category or categories), except that Indebtedness outstanding under the Credit Agreements and the Notes of each series issued on the Issue Date shall be deemed to have been incurred under clause (1) above. In addition, for purposes of determining any particular amount of Indebtedness under this Section 4.06, guarantees, Liens or letter of credit obligations supporting Indebtedness otherwise included in the determination of such particular amount shall not be included so long as incurred by a Person that could have incurred such Indebtedness. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Company incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed or first incurred (whichever yields the lower U.S. dollar equivalent), in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a Whollyforeign currency, and such refinancing would cause the applicable U.S. dollar-Owned Subsidiary whenever denominated restriction to be exceeded if calculated at the Company or relevant currency exchange rate in effect on the date of such Whollyrefinancing, such U.S. dollar-Owned Subsidiary denominated restriction shall create, assume, guarantee or otherwise become liable in respect thereofbe 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.

Limitations on Incurrence of Indebtedness. (a) The Company ----------------------------------------- Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, incur any Indebtedness; provided that the Issuer or any Guarantor may incur additional Indebtedness, in each case, if, as of the date of incurrence, after giving effect to such incurrence and the application of the proceeds therefrom, the Fixed Charge Coverage Ratio Test would be satisfied (the “Fixed Charge Coverage Ratio Exception”). (b) Notwithstanding the above, each of the following shall be permitted (the “Permitted Indebtedness”): (1) Indebtedness of the Issuer and any Restricted Subsidiary under Credit Facilities (including the Credit Agreement) in an aggregate principal amount at any time outstanding not incur to exceed the sum of (ix) Senior $1,300.0 million plus (y) any additional aggregate principal amount of Indebtedness that is at the time of incurrence does not subordinated cause the Secured Leverage Ratio for the Issuer for the Test Period immediately preceding the date of incurrence after giving effect to such incurrence and the application of the proceeds therefrom to exceed 4.00 to 1.00; provided that any Indebtedness incurred under this clause (1) shall be deemed to be secured Indebtedness for purposes of calculating the Secured Leverage Ratio; (2) the Notes (other than Additional Notes) and any related Note Guarantees; (3) Indebtedness of the Issuer and the Restricted Subsidiaries to the same extent as outstanding on the 2003 Convertible Issue Date, including the Existing Notes (other than Indebtedness referred to in clause (1) or (ii2) Secured above or clause (4) below); (4) (x) Indebtedness of the Issuer owed to any Restricted Subsidiary or of a Restricted Subsidiary owed to any other Restricted Subsidiary or the Issuer and (y) guarantees by any Restricted Subsidiary or the Issuer of any Indebtedness of the Issuer or any other Restricted Subsidiary; provided, however, that if such Indebtedness is owed by its terms senior the Issuer or a Guarantor to a non-Guarantor it is subordinated in right of payment to the 2003 Convertible Notes; provided, except further, however, that upon any such Indebtedness being owed to any Person other than the Company is permitted to guaranteeIssuer or a Restricted Subsidiary or any such guarantee being of Indebtedness of any Person other than the Issuer or a Restricted Subsidiary, on a secured basis and/or a senior unsubordinated basisas applicable, the Issuer or such Restricted Subsidiary, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (4); (5) Indebtedness in respect of bid, performance, surety bonds or completion bonds issued for the account of the Issuer or any Restricted Subsidiary in the ordinary course of business, including guarantees or obligations of the Issuer or any Wholly-Owned Restricted Subsidiary with respect to letters of credit supporting such bid, performance, surety or completion obligations; (6) Purchase Money Indebtedness or Capitalized Lease Obligations incurred by the Issuer or any Restricted Subsidiary, and Refinancing Indebtedness thereof, in an aggregate amount not to exceed at any time outstanding the greater of $50.0 million or 2.0% of Total Assets as of the time of incurrence; (7) Indebtedness arising (A) 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 incurrence or (B) under any customary cash pooling or cash management agreement with a bank or other financial institution in the ordinary course of business or (C) pursuant to any treasury transaction in the ordinary course of business; (8) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (9) Refinancing Indebtedness with respect to Indebtedness incurred pursuant to the Fixed Charge Coverage Ratio Exception or clause (1)(y), (2), (3) or (6) above, this clause (9) or clause (11) or (12) below; (10) indemnification, adjustment of purchase price, deferred purchase price, contingent consideration or other compensation or similar obligations, in each case, incurred or assumed in connection with the making of any Permitted Investment or the acquisition or disposition of any business or assets of the Issuer or any Restricted Subsidiary or Equity Interests 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 purpose of financing or in contemplation of any such acquisition; provided that in the case of a disposition, the maximum aggregate liability in respect of all such obligations incurred or assumed in connection with such disposition outstanding under this clause (10) shall at no time exceed the gross proceeds (including Fair Market Value of non-cash proceeds measured at the time such non-cash proceeds are received) actually received by the Issuer and its Restricted Subsidiaries in connection with such disposition; (11) Indebtedness of Subsidiaries that are not Guarantors if, after giving effect to such Wholly-Owned Subsidiary. No Wholly-Owned incurrence and the application of the proceeds thereof, the aggregate principal amount of such indebtedness at any time outstanding and Refinancing Indebtedness thereof does not exceed the greater of $100.0 million and 5.0% of Total Assets as of the time of incurrence (less the amount of any Indebtedness secured by a Lien permitted under clause (26) of the definition of “Permitted Liens” which Indebtedness is not incurred pursuant to this clause (11)); (12) Acquired Indebtedness; provided that (a) the Issuer would be permitted to incur an additional $1.00 of Indebtedness under the Fixed Charge Coverage Test or (b) the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries, calculated after giving effect to such incurrence and on a pro forma basis, would be greater than or equal to the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction; (13) guarantees by the Issuer or any Restricted Subsidiary may of any Indebtedness that it is otherwise permitted to incur pursuant to clauses (i1) to (12) above and clause (14) below; (14) Indebtedness of the Issuer or any Restricted Subsidiary in an aggregate amount not to exceed at any time outstanding the greater of $100.0 million and 5.0% of Total Assets as of the time of incurrence; (15) Indebtedness representing deferred compensation incurred in the ordinary course of business; (16) Indebtedness supported by a letter of credit, bank guarantee or similar instrument, in principal amount not in excess of the stated amount of such letter of credit, bank guarantee or similar instrument; (17) any Indebtedness in respect of sale and leaseback transactions in an aggregate amount at any time outstanding not to exceed the greater of $25.0 million and 1.0% of Total Assets as of the time of incurrence; (18) the disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (19) Indebtedness of the Issuer or any Restricted Subsidiary consisting of obligations for the payment of letters of credit in commitment amounts not to exceed $10.0 million in the aggregate at any one time outstanding, excluding commitment amounts for any letters of credit issued pursuant to the Credit Facilities; (20) any guarantee by the Issuer or any of its Restricted Subsidiaries, in the ordinary course of business, of obligations of suppliers, customers, franchisees and licensees of the Issuer or any of its Restricted Subsidiaries; (21) unsecured Indebtedness in respect of obligations of the Issuer or any of its Restricted Subsidiaries to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that is such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms (which require that all such payments be made within 60 days after the incurrence of the related obligations) in the ordinary course of business and not in connection with the borrowing of money; and (22) reimbursement obligations with respect to letters of credit, bank guarantees, warehouse receipts or similar instruments issued in the ordinary course of business, and Indebtedness of the Issuer in respect of letters of credit issued by the Issuer for its terms subordinated own account or for the account of any of its Restricted Subsidiaries. For purposes of determining compliance with this Section 4.05, in right the event that an item of payment to any Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (22) above or is entitled to be incurred pursuant to the Fixed Charge Coverage Ratio Exception, the Issuer shall, in its sole discretion, classify such item of such Wholly-Owned Subsidiary, (ii) any Secured Indebtedness if such Wholly-Owned Subsidiary is an obligor under any unsecured Permitted Indebtedness or (iii) any Unsecured Indebtedness if such Wholly-Owned Subsidiary is an obligor under any Secured Indebtedness which is Permitted Indebtedness. It being understood that a Wholly-Owned Subsidiary may refinance Secured Indebtedness with unsecured Indebtedness and vice versa. may divide, classify and later reclassify such Indebtedness in more than one of the types of Indebtedness described above (provided that at the time of reclassification it meets the criteria in such category or categories), except that Indebtedness outstanding on the Issue Date under the Credit Agreement shall be deemed to have been incurred under clause (1)(x) above and the Notes issued on the Issue Date shall be deemed to have been incurred under clause (2) above. In addition, for purposes of determining any particular amount of Indebtedness under this Section 4.05, guarantees, Liens or letter of credit obligations supporting Indebtedness otherwise included in the determination of such particular amount shall not be included so long as incurred by a Person that could have incurred such Indebtedness. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Company incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed or first incurred (whichever yields the lower U.S. dollar equivalent), in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a Whollyforeign currency, and such refinancing would cause the applicable U.S. dollar-Owned Subsidiary whenever denominated restriction to be exceeded if calculated at the Company 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 Indebtedness represented by such guarantees, Liens or such Wholly-Owned Subsidiary shall createletter of credit obligations was incurred in compliance with this Section 4.05. Accrual of interest, assumethe accretion of accreted value, guarantee the accretion or otherwise become liable amortization of original issue discount and the payment of interest in respect thereofthe form of additional Indebtedness of the same class will not be deemed to be an incurrence of Indebtedness for purposes of this covenant.

Limitations on Incurrence of Indebtedness. The Company ----------------------------------------- Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, incur any Indebtedness; provided that the Issuer or any Restricted Subsidiary may incur additional Indebtedness, in each case, if, after giving effect to such incurrence and the application of the proceeds therefrom, the Consolidated Interest Coverage Ratio would be at least 2.00 to 1.00 (the “Coverage Ratio Exception”). Notwithstanding the above, each of the following shall be permitted (the “Permitted Indebtedness”): (1) Indebtedness of the Issuer and any Guarantor under the Credit Facilities in an aggregate amount at any time outstanding not incur to exceed $5,000,000,000; (i2) Senior the Notes and the Note Guarantees; (3) Indebtedness that is not subordinated of the Issuer and the Restricted Subsidiaries to the same extent as outstanding on the 2003 Convertible Notes Issue Date (other than Indebtedness referred to in clause (1), (2) or (ii4)), including the Existing Notes and the Existing Note Guarantees; (4) Secured (x) Indebtedness of the Issuer or any Restricted Subsidiary owed to any other Restricted Subsidiary or the Issuer and (y) guarantees by any Restricted Subsidiary or the Issuer of any Indebtedness of the Issuer or any other Restricted Subsidiary; provided, however, that is by its terms senior in right of payment upon any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or such Indebtedness being owed to any Person other than the 2003 Convertible NotesIssuer or a Restricted Subsidiary, except that the Company is permitted to guarantee, on a secured basis and/or a senior unsubordinated basisas applicable, the Issuer or such Restricted Subsidiary, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (4); (5) Indebtedness in respect of bid, performance or surety bonds issued for the account of the Issuer or any Restricted Subsidiary in the ordinary course of business, including guarantees or obligations of the Issuer or any Wholly-Owned Restricted Subsidiary with respect to letters of credit supporting such bid, performance or surety obligations (in each case other than for an obligation for money borrowed); (6) Purchase Money Indebtedness incurred by the Issuer or any Restricted Subsidiary, and Refinancing Indebtedness thereof, in an aggregate amount not to exceed at any time outstanding $100.0 million; (7) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; (8) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (9) Refinancing Indebtedness with respect to Indebtedness incurred pursuant to the Coverage Ratio Exception or clause (2) or (3) above or this clause (9); (10) indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets of the Issuer or any Restricted Subsidiary or Equity Interests 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 purpose 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 Issuer or any Restricted Subsidiary shall not be permitted under this clause (10) and (b) in the case of a disposition, the maximum aggregate liability in respect of all such obligations outstanding under this clause (10) shall at no time exceed the gross proceeds actually received by the Issuer and the Restricted Subsidiaries in connection with such disposition; (11) Indebtedness of Subsidiaries that are not Guarantors if, after giving effect to such incurrence and the application of the proceeds thereof, the aggregate principal amount of such indebtedness does not exceed $425.0 million (less the amount of any Indebtedness secured by a Lien permitted under clause (23) of the definition of “Permitted Liens” which Indebtedness is not incurred pursuant to this clause (11)); and (12) Indebtedness of the Issuer or any Restricted Subsidiary in an aggregate amount not to exceed $250.0 million at any time outstanding. For purposes of determining compliance with this Section 4.06, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (12) above or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Issuer shall, in its sole discretion, classify such item of such Wholly-Owned Subsidiary. No Wholly-Owned Subsidiary may incur (i) any Indebtedness that is by its terms subordinated in right of payment to any Permitted Indebtedness of such Wholly-Owned Subsidiary, (ii) any Secured Indebtedness if such Wholly-Owned Subsidiary is an obligor under any unsecured Permitted Indebtedness or (iii) any Unsecured Indebtedness if such Wholly-Owned Subsidiary is an obligor under any Secured Indebtedness which is Permitted Indebtedness. It being understood that a Wholly-Owned Subsidiary may refinance Secured Indebtedness with unsecured Indebtedness and vice versa. may divide and classify such Indebtedness in more than one of the types of Indebtedness described and may later reclassify any item of Indebtedness described in clauses (1) through (12) above (provided that at the time of reclassification it meets the criteria in such category or categories), except that Indebtedness outstanding under the Credit Agreement shall be deemed to have been incurred under clause (1) above. In addition, for purposes of determining any particular amount of Indebtedness under this Section 4.06, guarantees, Liens or letter of credit obligations supporting Indebtedness otherwise included in the determination of such particular amount shall not be included so long as incurred by a Person that could have incurred such Indebtedness. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Company incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed or first incurred (whichever yields the lower U.S. dollar equivalent), in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a Whollyforeign currency, and such refinancing would cause the applicable U.S. dollar-Owned Subsidiary whenever denominated restriction to be exceeded if calculated at the Company or relevant currency exchange rate in effect on the date of such Whollyrefinancing, such U.S. dollar-Owned Subsidiary denominated restriction shall create, assume, guarantee or otherwise become liable in respect thereofbe 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.

Limitations on Incurrence of Indebtedness. The Company ----------------------------------------- Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, incur any Indebtedness; provided that the Issuer or any Restricted Subsidiary may incur additional Indebtedness, in each case, if, after giving effect to such incurrence and the application of the proceeds therefrom, the Consolidated Interest Coverage Ratio would be at least 2.00 to 1.00 (the “Coverage Ratio Exception”). Notwithstanding the above, each of the following shall be permitted (the “Permitted Indebtedness”): (1) Indebtedness of the Issuer and any Guarantor under the Credit Facilities (including the Notes and the Existing Notes) in an aggregate amount at any time outstanding not incur to exceed $5,000,000,000; (i2) Senior the Note Guarantees and the Existing Note Guarantees; (3) Indebtedness that is not subordinated of the Issuer and the Restricted Subsidiaries to the same extent as outstanding on the 2003 Convertible Notes Issue Date (other than Indebtedness referred to in clause (1), (2) or (ii4)); (4) Secured (x) Indebtedness of the Issuer or any Restricted Subsidiary owed to any other Restricted Subsidiary or the Issuer and (y) guarantees by any Restricted Subsidiary or the Issuer of any Indebtedness of the Issuer or any other Restricted Subsidiary; provided, however, that is by its terms senior in right of payment upon any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or such Indebtedness being owed to any Person other than the 2003 Convertible NotesIssuer or a Restricted Subsidiary, except that the Company is permitted to guarantee, on a secured basis and/or a senior unsubordinated basisas applicable, the Issuer or such Restricted Subsidiary, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (4); (5) Indebtedness in respect of bid, performance or surety bonds issued for the account of the Issuer or any Restricted Subsidiary in the ordinary course of business, including guarantees or obligations of the Issuer or any Wholly-Owned Restricted Subsidiary with respect to letters of credit supporting such bid, performance or surety obligations (in each case other than for an obligation for money borrowed); (6) Purchase Money Indebtedness incurred by the Issuer or any Restricted Subsidiary, and Refinancing Indebtedness thereof, in an aggregate amount not to exceed at any time outstanding $100.0 million; (7) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; (8) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (9) Refinancing Indebtedness with respect to Indebtedness incurred pursuant to the Coverage Ratio Exception or clause (2) or (3) above or this clause (9); (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 Issuer or any Restricted Subsidiary or Equity Interests 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 purpose 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 Issuer or any Restricted Subsidiary shall not be permitted under this clause (10) and (b) in the case of a disposition, the maximum aggregate liability in respect of all such obligations outstanding under this clause (10) shall at no time exceed the gross proceeds actually received by the Issuer and the Restricted Subsidiaries in connection with such disposition; (11) Indebtedness of Subsidiaries that are not Guarantors if, after giving effect to such incurrence and the application of the proceeds thereof, the aggregate principal amount of such indebtedness does not exceed $425.0 million (less the amount of any Indebtedness secured by a Lien permitted under clause (23) of the definition of “Permitted Liens” which Indebtedness is not incurred pursuant to this clause (11)); and (12) Indebtedness of the Issuer or any Restricted Subsidiary in an aggregate amount not to exceed $250.0 million at any time outstanding. For purposes of determining compliance with this Section 4.06, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (12) above or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Issuer shall, in its sole discretion, classify such item of such Wholly-Owned Subsidiary. No Wholly-Owned Subsidiary may incur (i) any Indebtedness that is by its terms subordinated in right of payment to any Permitted Indebtedness of such Wholly-Owned Subsidiary, (ii) any Secured Indebtedness if such Wholly-Owned Subsidiary is an obligor under any unsecured Permitted Indebtedness or (iii) any Unsecured Indebtedness if such Wholly-Owned Subsidiary is an obligor under any Secured Indebtedness which is Permitted Indebtedness. It being understood that a Wholly-Owned Subsidiary may refinance Secured Indebtedness with unsecured Indebtedness and vice versa. may divide and classify such Indebtedness in more than one of the types of Indebtedness described and may later reclassify any item of Indebtedness described in clauses (1) through (12) above (provided that at the time of reclassification it meets the criteria in such category or categories), except that Indebtedness outstanding under the Credit Agreement and the Notes issued on the Issue Date (and any Exchange Notes and guarantees thereof) shall be deemed to have been incurred under clause (1) above. In addition, for purposes of determining any particular amount of Indebtedness under this Section 4.06, guarantees, Liens or letter of credit obligations supporting Indebtedness otherwise included in the determination of such particular amount shall not be included so long as incurred by a Person that could have incurred such Indebtedness. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Company incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed or first incurred (whichever yields the lower U.S. dollar equivalent), in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a Whollyforeign currency, and such refinancing would cause the applicable U.S. dollar-Owned Subsidiary whenever denominated restriction to be exceeded if calculated at the Company or relevant currency exchange rate in effect on the date of such Whollyrefinancing, such U.S. dollar-Owned Subsidiary denominated restriction shall create, assume, guarantee or otherwise become liable in respect thereofbe 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.

Limitations on Incurrence of Indebtedness. The Company ----------------------------------------- Starz will not, and will not permit any Restricted Subsidiary to, directly or indirectly, in cur any Indebtedness; provided that Starz or any Restricted Subsidiary may incur additional Indebtedness, in each case, if, after giving effect to such incurrence and the application of the proceeds therefrom, the Consolidated Interest Coverage Ratio would be at least 2.00 to 1.00 (the “Coverage Ratio Exception”). Notwithstanding the above, each of the following shall be permitted (the “Permitted Indebtedness.” (1) Indebtedness of the Issuers and any Guarantor under Credit Facilities (other than Indebtedness referred to in clause (2)) in an aggregate principal amount at any time outstanding not incur to exceed $1,500.0 million; (i2) Senior Indebtedness that is not subordinated the Notes issued on the Issue Date and the Note Guarantees and the Exchange Notes and related guarantees thereof to be issued in exchange for Notes and the Note Guarantees pursuant to the same Registration Rights Agreement (but excluding any Additional Notes); (3) Indebtedness of Starz and the Restricted Subsidiaries to the extent as outstanding on the 2003 Convertible Issue Date after giving effect to the intended use of proceeds of the Notes (other than Indebtedness referred to in clause (1), (2) or (ii4)); (4) Secured (x) Indebtedness of Starz or any Restricted Subsidiary owed to any other Restricted Subsidiary or Starz and (y) guarantees by any Restricted Subsidiary or Starz of any Indebtedness of Starz or any other Restricted Subsidiary; provided, however, that is upon any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or such Indebtedness being owed to any Person other than Starz or a Restricted Subsidiary, as applicable, Starz or such Restricted Subsidiary, as applicable, shall be deemed to have incurred Indebtedness not permitted by its terms senior this clause (4); (5) Indebtedness in right respect of payment to bid, performance or surety bonds issued for the 2003 Convertible Notesaccount of Starz or any Restricted Subsidiary in the ordinary course of business, except that the Company is permitted to guarantee, on a secured basis and/or a senior unsubordinated basis, the including guarantees or obligations of Starz or any Wholly-Owned Restricted Subsidiary with respect to letters of credit supporting such bid, performance or surety obligations (in each case other than for an obligation for money borrowed); (6) Purchase Money Indebtedness incurred by Starz or any Restricted Subsidiary, and Refinancing Indebtedness thereof, in an aggregate principal amount not to exceed at any time outstanding $150.0 million; (7) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; (8) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (9) Refinancing Indebtedness with respect to Indebtedness incurred pursuant to the Coverage Ratio Exception or clause (2) or (3) above or this clause (9); (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 Starz or any Restricted Subsidiary or Equity Interests 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 purpose 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 Starz or any Restricted Subsidiary shall not be permitted under this clause (10) and (b) in the case of a disposition, the maximum aggregate liability in respect of all such obligations out standing under this clause (10) shall at no time exceed the gross proceeds actually received by Starz and the Restricted Subsidiaries in connection with such disposition; and (11) Indebtedness of Starz or any Restricted Subsidiary in an aggregate principal amount not to exceed $225.0 million at any time outstanding. For purposes of determining compliance with this Section 4.06, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (11) above or is entitled to be incurred pursuant to the Coverage Ratio Exception, Starz shall, in its sole discretion, classify such item of such Wholly-Owned Subsidiary. No Wholly-Owned Subsidiary may incur (i) any Indebtedness that is by its terms subordinated in right of payment to any Permitted Indebtedness of such Wholly-Owned Subsidiary, (ii) any Secured Indebtedness if such Wholly-Owned Subsidiary is an obligor under any unsecured Permitted Indebtedness or (iii) any Unsecured Indebtedness if such Wholly-Owned Subsidiary is an obligor under any Secured Indebtedness which is Permitted Indebtedness. It being understood that a Wholly-Owned Subsidiary may refinance Secured Indebtedness with unsecured Indebtedness and vice versa. may divide and classify such Indebtedness in more than one of the types of Indebtedness described and may later reclassify any item of Indebtedness described in clauses (1) through (11) above (provided that at the time of reclassification it meets the criteria in such category or categories), except that Indebtedness outstanding or committed under the Credit Agreement on the Issue Date shall be deemed to have been incurred under clause (1) above. In addition, for purposes of determining any particular amount of Indebtedness under this Section 4.06, guarantees, Liens or letter of credit obligations supporting Indebtedness otherwise included in the determination of such particular amount shall not be included so long as incurred by a Person that could have incurred such Indebtedness. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Company incurrence of Indebtedness, the U.S. dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed or first incurred (whichever yields the lower U.S. dollar equivalent), in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a Wholly-Owned Subsidiary whenever foreign currency, and such refinancing would cause the Company or applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Wholly-Owned Subsidiary refinancing, such U.S. dollar denominated restriction shall create, assume, guarantee or otherwise become liable in respect thereofbe 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.

Limitations on Incurrence of Indebtedness. (a) The Company ----------------------------------------- Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, incur any Indebtedness; provided that the Issuer or any Guarantor may incur additional Indebtedness, in each case, if, as of the date of incurrence, after giving effect to such incurrence and the application of the proceeds therefrom, the Consolidated Leverage Test would be satisfied (the “Leverage Ratio Exception”). (b) Notwithstanding the above, each of the following shall be permitted (the “Permitted Indebtedness”): (1) Indebtedness of the Issuer and any Restricted Subsidiary under Credit Facilities (including the Credit Agreement) in an aggregate principal amount at any time outstanding not incur to exceed the sum of (ix) Senior $1,300.0 million plus (y) any additional aggregate principal amount of Indebtedness that is at the time of incurrence does not subordinated cause the Secured Leverage Ratio for the Issuer for the Test Period immediately preceding the date of incurrence after giving effect to such incurrence and the application of the proceeds therefrom to exceed 4.00 to 1.00; provided that any Indebtedness incurred under this clause (1) shall be deemed to be secured Indebtedness for purposes of calculating the Secured Leverage Ratio; (2) the Notes (other than Additional Notes) and any related Note Guarantees and the Exchange Notes or guarantees related thereto; (3) Indebtedness of the Issuer and the Restricted Subsidiaries to the same extent as outstanding on the 2003 Convertible Issue Date, including the Existing Notes (other than Indebtedness referred to in clause (1), (2) or (ii4)); (4) Secured (x) Indebtedness of the Issuer owed to any Restricted Subsidiary or of a Restricted Subsidiary owed to any other Restricted Subsidiary or the Issuer and (y) guarantees by any Restricted Subsidiary or the Issuer of any Indebtedness of the Issuer or any other Restricted Subsidiary; provided, however, that if such Indebtedness is owed by its terms senior the Issuer or a Guarantor to a non-Guarantor it is subordinated in right of payment to the 2003 Convertible Notes; provided, except further, however, that upon any such Indebtedness being owed to any Person other than the Company is permitted to guaranteeIssuer or a Restricted Subsidiary or any such guarantee being of Indebtedness of any Person other than the Issuer or a Restricted Subsidiary, on a secured basis and/or a senior unsubordinated basisas applicable, the Issuer or such Restricted Subsidiary, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (4); (5) Indebtedness in respect of bid, performance, surety bonds or completion bonds issued for the account of the Issuer or any Restricted Subsidiary in the ordinary course of business, including guarantees or obligations of the Issuer or any Wholly-Owned Restricted Subsidiary with respect to letters of credit supporting such bid, performance, surety or completion obligations; (6) Purchase Money Indebtedness or Capitalized Lease Obligations incurred by the Issuer or any Restricted Subsidiary, and Refinancing Indebtedness thereof, in an aggregate amount not to exceed at any time outstanding the greater of $50.0 million or 2.0% of Total Assets as of the time of incurrence; (7) Indebtedness arising (A) 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 incurrence or (B) under any customary cash pooling or cash management agreement with a bank or other financial institution in the ordinary course of business or (C) pursuant to any treasury transaction in the ordinary course of business; (8) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (9) Refinancing Indebtedness with respect to Indebtedness incurred pursuant to the Leverage Ratio Exception or clause (1)(y), (2), (3) or (6) above, this clause (9) or clause (11) or (12) below; (10) indemnification, adjustment of purchase price, deferred purchase price, contingent consideration or other compensation or similar obligations, in each case, incurred or assumed in connection with the making of any Permitted Investment or the acquisition or disposition of any business or assets of the Issuer or any Restricted Subsidiary or Equity Interests 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 purpose of financing or in contemplation of any such acquisition; provided that in the case of a disposition, the maximum aggregate liability in respect of all such obligations incurred or assumed in connection with such disposition outstanding under this clause (10) shall at no time exceed the gross proceeds (including Fair Market Value of non-cash proceeds measured at the time such non-cash proceeds are received) actually received by the Issuer and its Restricted Subsidiaries in connection with such disposition; (11) Indebtedness of Subsidiaries that are not Guarantors if, after giving effect to such Wholly-Owned Subsidiary. No Wholly-Owned incurrence and the application of the proceeds thereof, the aggregate principal amount of such indebtedness at any time outstanding and Refinancing Indebtedness thereof does not exceed the greater of $100.0 million and 4.0% of Total Assets as of the time of incurrence (less the amount of any Indebtedness secured by a Lien permitted under clause (26) of the definition of “Permitted Liens” which Indebtedness is not incurred pursuant to this clause (11)); (12) Acquired Indebtedness; provided that the Issuer would be permitted to incur an additional $1.00 of Indebtedness under the Consolidated Leverage Test or the Consolidated Leverage Ratio for the Issuer and its Restricted Subsidiaries, calculated after giving effect to such incurrence and on a pro forma basis, would be less than or equal to the Consolidated Leverage Ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction; (13) guarantees by the Issuer or any Restricted Subsidiary may of any Indebtedness that it is otherwise permitted to incur pursuant to clauses (i1) to (12) above and clause (14) below; (14) Indebtedness of the Issuer or any Restricted Subsidiary in an aggregate amount not to exceed at any time outstanding the greater of $50.0 million and 2.0% of Total Assets as of the time of incurrence; (15) Indebtedness representing deferred compensation incurred in the ordinary course of business; (16) Indebtedness supported by a letter of credit, bank guarantee or similar instrument, in principal amount not in excess of the stated amount of such letter of credit, bank guarantee or similar instrument; (17) any Indebtedness in respect of sale and leaseback transactions in an aggregate amount at any time outstanding not to exceed the greater of $25.0 million and 1.0% of Total Assets as of the time of incurrence; (18) the disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (19) Indebtedness of the Issuer or any Restricted Subsidiary consisting of obligations for the payment of letters of credit in commitment amounts not to exceed $10.0 million in the aggregate at any one time outstanding, excluding commitment amounts for any letters of credit issued pursuant to the Credit Facilities; (20) any guarantee by the Issuer or any of its Restricted Subsidiaries, in the ordinary course of business, of obligations of suppliers, customers, franchisees and licensees of the Issuer or any of its Restricted Subsidiaries; (21) unsecured Indebtedness in respect of obligations of the Issuer or any of its Restricted Subsidiaries to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that is such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms (which require that all such payments be made within 60 days after the incurrence of the related obligations) in the ordinary course of business and not in connection with the borrowing of money; and (22) reimbursement obligations with respect to letters of credit, bank guarantees, warehouse receipts or similar instruments issued in the ordinary course of business, and Indebtedness of the Issuer in respect of letters of credit issued by the Issuer for its terms subordinated own account or for the account of any of its Restricted Subsidiaries. For purposes of determining compliance with this Section 4.05, in right the event that an item of payment to any Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (22) above or is entitled to be incurred pursuant to the Leverage Ratio Exception, the Issuer shall, in its sole discretion, classify such item of such Wholly-Owned Subsidiary, (ii) any Secured Indebtedness if such Wholly-Owned Subsidiary is an obligor under any unsecured Permitted Indebtedness or (iii) any Unsecured Indebtedness if such Wholly-Owned Subsidiary is an obligor under any Secured Indebtedness which is Permitted Indebtedness. It being understood that a Wholly-Owned Subsidiary may refinance Secured Indebtedness with unsecured Indebtedness and vice versa. may divide, classify and later reclassify such Indebtedness in more than one of the types of Indebtedness described above (provided that at the time of reclassification it meets the criteria in such category or categories), except that Indebtedness outstanding on the Issue Date under the Credit Agreement shall be deemed to have been incurred under clause (1)(x) and the Notes issued on the Issue Date (and any Exchange Notes and guarantees thereof) shall be deemed to have been incurred under clause (2) above. In addition, for purposes of determining any particular amount of Indebtedness under this Section 4.05, guarantees, Liens or letter of credit obligations supporting Indebtedness otherwise included in the determination of such particular amount shall not be included so long as incurred by a Person that could have incurred such Indebtedness. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Company incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed or first incurred (whichever yields the lower U.S. dollar equivalent), in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a Whollyforeign currency, and such refinancing would cause the applicable U.S. dollar-Owned Subsidiary whenever denominated restriction to be exceeded if calculated at the Company 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 Indebtedness represented by such guarantees, Liens or such Wholly-Owned Subsidiary shall createletter of credit obligations was incurred in compliance with this Section 4.05. Accrual of interest, assumethe accretion of accreted value, guarantee the accretion or otherwise become liable amortization of original issue discount and the payment of interest in respect thereofthe form of additional Indebtedness of the same class will not be deemed to be an incurrence of Indebtedness for purposes of this covenant.

Limitations on Incurrence of Indebtedness. (a) The Company ----------------------------------------- Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, incur any Indebtedness; provided that the Issuer or any Restricted Subsidiary may incur additional Indebtedness, in each case, if, as of the date of incurrence, after giving effect to such incurrence and the application of the proceeds therefrom, the Consolidated Leverage Test would be satisfied (the “Leverage Ratio Exception”). (b) Notwithstanding the above, each of the following shall be permitted (the “Permitted Indebtedness”): (1) Indebtedness of the Issuer and any Restricted Subsidiary under Credit Facilities (including the Credit Agreement) in an aggregate principal amount at any time outstanding not incur to exceed $400,000,000; (i2) Senior the Notes (other than Additional Notes) and the related Note Guarantees and the Exchange Notes or guarantees related thereto; (3) Indebtedness that is not subordinated of the Issuer and the Restricted Subsidiaries to the same extent as outstanding on the 2003 Convertible Issue Date, including the Existing Notes (other than Indebtedness referred to in clause (1), (2) or (ii4)); (4) Secured (x) Indebtedness of the Issuer owed to any Restricted Subsidiary or of a Restricted Subsidiary owed to any other Restricted Subsidiary or the Issuer and (y) guarantees by any Restricted Subsidiary or the Issuer of any Indebtedness of the Issuer or any other Restricted Subsidiary; provided, however, that is by its terms senior in right upon any such Indebtedness being owed to any Person other than the Issuer or a Restricted Subsidiary or any such guarantee being of payment to Indebtedness of any Person other than the 2003 Convertible NotesIssuer or a Restricted Subsidiary, except that the Company is permitted to guarantee, on a secured basis and/or a senior unsubordinated basisas applicable, the Issuer or such Restricted Subsidiary, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (4); (5) Indebtedness in respect of bid, performance, surety bonds or completion bonds issued for the account of the Issuer or any Restricted Subsidiary in the ordinary course of business, including guarantees or obligations of the Issuer or any Wholly-Owned Restricted Subsidiary with respect to letters of credit supporting such bid, performance, surety or completion obligations; (6) Purchase Money Indebtedness or Capitalized Lease Obligations incurred by the Issuer or any Restricted Subsidiary, and Refinancing Indebtedness thereof, in an aggregate amount not to exceed at any time outstanding the greater of $75.0 million or 2.0% of Total Assets as of the time of incurrence; (7) Indebtedness arising (A) 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 incurrence or (B) under any customary cash pooling or cash management agreement with a bank or other financial institution in the ordinary course of business or (C) pursuant to any treasury transaction in the ordinary course of business; (8) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (9) Refinancing Indebtedness with respect to Indebtedness incurred pursuant to the Leverage Ratio Exception or clause (2), (3) or (6) above, this clause (9) or clause (11) or (12) below; (10) indemnification, adjustment of purchase price, deferred purchase price, contingent consideration or other compensation or similar obligations, in each case, incurred or assumed in connection with the making of any Permitted Investment or the acquisition or disposition of any business or assets of the Issuer or any Restricted Subsidiary or Equity Interests 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 purpose of financing or in contemplation of any such acquisition; provided that in the case of a disposition, the maximum aggregate liability in respect of all such obligations incurred or assumed in connection with such disposition outstanding under this clause (10) shall at no time exceed the gross proceeds (including Fair Market Value of noncash proceeds measured at the time such noncash proceeds are received) actually received by the Issuer and its Restricted Subsidiaries in connection with such disposition; (11) Indebtedness of Subsidiaries that are not Guarantors if, after giving effect to such Wholly-Owned Subsidiary. No Wholly-Owned incurrence and the application of the proceeds thereof, the aggregate principal amount of such Indebtedness at any time outstanding and Refinancing Indebtedness thereof does not exceed the greater of $75.0 million or 2.0% of Total Assets as of the time of incurrence (less the amount of any Indebtedness secured by a Lien permitted under clause (25) of the definition of “Permitted Liens” which Indebtedness is not incurred pursuant to this clause (11)); (12) Acquired Indebtedness; provided that the Issuer would be permitted to incur an additional $1.00 of Indebtedness under the Consolidated Leverage Test or the Consolidated Leverage Ratio for the Issuer and its Restricted Subsidiaries, calculated after giving effect to such incurrence and on a pro forma basis, would be less than or equal to the Consolidated Leverage Ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction; (13) guarantees by the Issuer or any Restricted Subsidiary may incur of any Indebtedness permitted pursuant to clauses (i1) to (12) above and clauses (14) and (22) below; (14) Indebtedness of the Issuer or any Restricted Subsidiary in an aggregate amount not to exceed at any time outstanding the greater of $200.0 million or 5.0% of Total Assets as of the time of incurrence; (15) Indebtedness representing deferred compensation incurred in the ordinary course of business; (16) Indebtedness supported by a letter of credit, bank guarantee or similar instrument, in principal amount not in excess of the stated amount of such letter of credit, bank guarantee or similar instrument; (17) any Indebtedness in respect of sale and leaseback transactions in an aggregate amount at any time outstanding not to exceed the greater of $25.0 million and 1.0% of Total Assets; (18) the disposition of accounts receivable in connection with receivables factoring arrangements in the ordinary course of business; (19) Indebtedness of the Issuer consisting of obligations for the payment of letters of credit in commitment amounts not to exceed $10.0 million in the aggregate at any one time outstanding, excluding commitment amounts for any letters of credit issued pursuant to the Credit Facilities; (20) any guarantee by the Issuer or any of its Restricted Subsidiaries, in the ordinary course of business, of obligations of suppliers, customers, franchisees and licensees of the Issuer or any of its Restricted Subsidiaries; (21) unsecured Indebtedness in respect of obligations of the Issuer or any of its Restricted Subsidiaries to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that is such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms (which require that all such payments be made within 60 days after the incurrence of the related obligations) in the ordinary course of business and not in connection with the borrowing of money; and (22) reimbursement obligations with respect to letters of credit, bank guarantees, warehouse receipts or similar instruments issued in the ordinary course of business, and Indebtedness of the Issuer in respect of letters of credit issued by the Issuer for its terms subordinated own account or for the account of any of its Restricted Subsidiaries. For purposes of determining compliance with this Section 4.06, in right the event that an item of payment to any Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (22) above or is entitled to be incurred pursuant to the Leverage Ratio Exception, the Issuer shall, in its sole discretion, classify such item of such Wholly-Owned Subsidiary, (ii) any Secured Indebtedness if such Wholly-Owned Subsidiary is an obligor under any unsecured Permitted Indebtedness or (iii) any Unsecured Indebtedness if such Wholly-Owned Subsidiary is an obligor under any Secured Indebtedness which is Permitted Indebtedness. It being understood that a Wholly-Owned Subsidiary may refinance Secured Indebtedness with unsecured Indebtedness and vice versa. may divide, classify and later reclassify such Indebtedness in more than one of the types of Indebtedness described above (provided that at the time of reclassification it meets the criteria in such category or categories), except that Indebtedness outstanding under the Credit Agreement and the Notes issued on the Issue Date (and any Exchange Notes and guarantees thereof) shall be deemed to have been incurred under clauses (1) and (2), respectively, above. In addition, for purposes of determining any particular amount of Indebtedness under this Section 4.06, guarantees, Liens or letter of credit obligations supporting Indebtedness otherwise included in the determination of such particular amount shall not be included so long as incurred by a Person that could have incurred such Indebtedness. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Company incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed or first incurred (whichever yields the lower U.S. dollar equivalent), in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a Whollyforeign currency, and such refinancing would cause the applicable U.S. dollar-Owned Subsidiary whenever denominated restriction to be exceeded if calculated at the Company 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 Indebtedness represented by such guarantees, Liens or such Wholly-Owned Subsidiary shall createletter of credit obligations was incurred in compliance with this Section 4.06. Accrual of interest, assumethe accretion of accreted value, guarantee the accretion or otherwise become liable amortization of original issue discount and the payment of interest in respect thereofthe form of additional Indebtedness of the same class will not be deemed to be an incurrence of Indebtedness for purposes of this covenant.