Common use of Restrictions on Indebtedness Clause in Contracts

Restrictions on Indebtedness. (1) The Company will not, and will not permit any Subsidiary to, incur any Indebtedness other than intercompany debt representing Indebtedness to which the only parties are the Company and any of its Subsidiaries (but only so long as such Indebtedness is held solely by any of the Company and any Subsidiary) that is subordinate in right of payment to any Outstanding Securities, if, immediately after giving effect to the incurrence of such additional Indebtedness, the aggregate principal amount of all outstanding Indebtedness of the Company and its Subsidiaries on a consolidated basis is greater than 60% of the sum of (i) Total Assets as of the end of the calendar quarter covered in the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee prior to the incurrence of such additional Indebtedness and (ii) the increase in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Indebtedness (such increase, together with the Total Assets, being referred to herein as "Adjusted Total Assets"). (2) In addition to the foregoing limitation on the incurrence of Indebtedness, the Company will not, and will not permit any Subsidiary to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5 to 1, on a pro forma basis, after giving effect to the incurrence of such Indebtedness and to the application of the proceeds therefrom and calculated on the assumption that (i) such Indebtedness and any other Indebtedness incurred by the Company or its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period, (ii) the repayment or retirement of any other Indebtedness by the Company or its Subsidiaries since the first day of such four-quarter period had occurred at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period), (iii) the income earned on any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of any acquisition or disposition by the Company or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (3) In addition to the foregoing limitations on the incurrence of Indebtedness, the Company will not, and will not permit any Subsidiary to, incur any Secured Indebtedness, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured Indebtedness, the aggregate principal amount of all outstanding Secured Indebtedness is greater than 40% of Adjusted Total Assets. (4) In addition to the foregoing limitations on the incurrence of Indebtedness, the Company (i) will not permit any Subsidiary that it Controls to incur any unsecured Indebtedness other than intercompany debt representing Indebtedness to which the only parties are the Company and any of its Subsidiaries that is subordinate in right of payment to any Outstanding Securities, and (ii) will enforce against each Subsidiary the agreements referred to in clause (ii) of Section 114 of this Indenture. For purposes of the foregoing provisions regarding the limitation on the incurrence of Indebtedness, Indebtedness shall be deemed to be "incurred" by the Company or a Subsidiary whenever the Company or its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. (5) For so long as there are Outstanding any Securities entitled to the benefit of this Section 1009(3), the Company will maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of all outstanding Unsecured Indebtedness.

Restrictions on Indebtedness. (1) The Company will not, and will not permit any Subsidiary to, incur any Indebtedness other than intercompany inter-company debt representing Indebtedness to which the only parties are the Company and any of its Subsidiaries (but only so long as such Indebtedness is held solely by any of the Company and any Subsidiary) that is subordinate in right of payment to any Outstanding Securities, Securities if, immediately after giving effect to the incurrence of such additional Indebtedness, the aggregate principal amount of all outstanding Indebtedness of the Company and its Subsidiaries on a consolidated basis is greater than 60% of the sum of (i) Total Assets as of the end of the calendar quarter covered in the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee prior to the incurrence of such additional Indebtedness and (ii) the increase in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Indebtedness (such increase, together with the Total Assets, being referred to herein as "Adjusted Total Assets"). (2) In addition to the foregoing limitation on the incurrence of Indebtedness, the Company will not, and will not permit any Subsidiary to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5 to 1, on a pro forma basis, after giving effect to the incurrence of such Indebtedness and to the application of the proceeds therefrom and calculated on the assumption that (i) such Indebtedness and any other Indebtedness incurred by the Company or its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period, (ii) the repayment or retirement of any other Indebtedness by the Company or its Subsidiaries since the first day of such four-quarter period had occurred been incurred, repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period), (iii) the income earned on any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of any acquisition or disposition by the Company or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (3) In addition to the foregoing limitations on the incurrence of Indebtedness, the Company will not, and will not permit any Subsidiary to, incur any Indebtedness secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property of the Company or any Subsidiary ("Secured Indebtedness"), whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured Indebtedness, the aggregate principal amount of all outstanding Secured Indebtedness is greater than 40% of Adjusted Total Assets. (4) In addition to the foregoing limitations on the incurrence of Indebtedness, the Company (i) will not permit any Subsidiary that it Controls to incur any unsecured Indebtedness other than intercompany debt representing Indebtedness to which the only parties are the Company and any of its Subsidiaries that is subordinate in right of payment to any Outstanding Securities, and (ii) will enforce against each Subsidiary the agreements referred to in clause (ii) of Section 114 of this Indenture. For purposes of the foregoing provisions regarding the limitation limitations on the incurrence of Indebtedness, Indebtedness shall be deemed to be "incurred" by the Company or a Subsidiary whenever the Company or its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. (54) For so long as there are Outstanding any Securities entitled to the benefit of this Section 1009(31009(4), the Company will maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of all outstanding Unsecured Indebtedness.

Restrictions on Indebtedness. (1) The Company will not, and will not permit any Subsidiary to, incur any Indebtedness other than intercompany debt representing Indebtedness to which the only parties are the Company and any of its Subsidiaries (but only so long as such Indebtedness is held solely by any of the Company and any Subsidiary) that is subordinate in right of payment to any Outstanding Securities, if, immediately after giving effect to the incurrence of such additional Indebtedness, the aggregate principal amount of all outstanding Indebtedness of the Company and its Subsidiaries on a consolidated basis is greater than 60% of the sum of (i) Total Assets as of the end of the calendar quarter covered in the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee prior to the incurrence of such additional Indebtedness and (ii) the increase in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Indebtedness (such increase, together with the Total Assets, being referred to herein as "Adjusted Total Assets"). (2) In addition to the foregoing limitation on the incurrence of Indebtedness, the Company will not, and will not permit any Subsidiary to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5 to 1, on a pro forma basis, after giving effect to the incurrence of such Indebtedness and to the application of the proceeds therefrom and calculated on the assumption that (i) such Indebtedness and any other Indebtedness incurred by the Company or its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period, (ii) the repayment or retirement of any other Indebtedness by the Company or its Subsidiaries since the first day of such four-quarter period had occurred at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period), (iii) the income earned on any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of any acquisition or disposition by the Company or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (3) In addition to the foregoing limitations on the incurrence of Indebtedness, the Company will not, and will not permit any Subsidiary to, incur any Secured Indebtedness, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured Indebtedness, the aggregate principal amount of all outstanding Secured Indebtedness is greater than 40% of Adjusted Total Assets. (4) In addition to the foregoing limitations on the incurrence of Indebtedness, the Company (i) will not permit any Subsidiary that it Controls to incur any unsecured Indebtedness other than intercompany debt representing Indebtedness to which the only parties are the Company and any of its Subsidiaries that is subordinate in right of payment to any Outstanding Securities, and (ii) will enforce against each Subsidiary the agreements referred to in clause (ii) of Section 114 of this Indenture. For purposes of the foregoing provisions regarding the limitation on the incurrence of Indebtedness, Indebtedness shall be deemed to be "incurred" by the Company or a Subsidiary whenever the Company or its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. (54) For so long as there are Outstanding any Securities entitled to the benefit of this Section 1009(3), the Company will maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of all outstanding Unsecured Indebtedness.

Restrictions on Indebtedness. (1) The Company will Borrower shall not, ---------------------------- and will shall not permit any Subsidiary other Loan Party to, incur create, incur, assume or suffer to exist any Indebtedness other than: (a) Capitalized Lease Liabilities entered into by EME Homer City in the ordinary course of business not to exceed at any time an aggregate principal amount equal to $10,000,000; (b) Indebtedness of the Borrower under Interest Rate Hedging Transactions entered into with respect to the Loans with any Lender; (c) Indebtedness of the Borrower incurred after repayment of the 364- Day Term Loans and the termination of the 364-Day Term Loan Commitments, provided that(i) the Borrower shall have delivered to the Lenders a pro -------- --- forma calculation of the Debt Service Coverage Ratio for the preceding 12- ----- month period (or, if such calculation is being delivered prior to the first anniversary of the Effective Date, for such shorter period of not less than intercompany debt representing Indebtedness to which the only parties are the Company and any of its Subsidiaries (but only so long as six months) indicating that, had such Indebtedness is held solely by any been outstanding and had the maximum amount of Indebtedness available to be drawn under the Company Commitments been outstanding during such period, the Debt Service Coverage Ratio for such period would have been greater than 2.75 to 1.00 and any Subsidiary(ii) the Borrower shall have received written confirmation that is subordinate in right of payment to any Outstanding Securities, if, immediately after giving effect to the incurrence of such additional IndebtednessIndebtedness would not result in a downgrade of the Borrower's senior secured Debt Rating below BBB- or Baa3 from S&P and Xxxxx'x, respectively; (d) Indebtedness consisting of reimbursement obligations of any Loan Party with respect of (i) letters of credit, surety bonds and performance bonds used by such Loan Party in the ordinary course of business in an aggregate amount not to exceed $15,000,000 at any time, or (ii) letters of credit used by the Borrower to meet the Debt Service Reserve Requirement or analogous requirements in connection with the incurrence of any Indebtedness described in clause (e) below; provided that the aggregate --------- -------- amount of outstanding reimbursement obligations of all Loan Parties under this clause (d) shall not be in excess of $65,000,000 at any time; ---------- (e) Indebtedness of the Borrower incurred to refinance the 364-Day Term Loans or any other existing Indebtedness of the Borrower, provided -------- that either: (i) (A) the average life of such Indebtedness shall not be less than, in the case of Indebtedness incurred to refinance the 364-Day Term Loans, 5 years, or, in the case of Indebtedness incurred to refinance other Indebtedness of the Borrower, the average life of the Indebtedness so refinanced and (B) the principal amount of such Indebtedness shall not exceed the amount of the Indebtedness so refinanced, plus an amount for fees and expenses of issuance, provided, further, in the case of -------- ------- Indebtedness incurred to refinance the 364-Day Term Loans, the principal amount of such Indebtedness may exceed the aggregate principal amount of all outstanding Indebtedness the 364-Day Term Loan by an amount up to $75,000,000, inclusive of the Company an amount for fees and its Subsidiaries on a consolidated basis is greater than 60% expenses of the sum of issuance, so long as (i) Total Assets as of (A) the end of amount available to be drawn under the calendar quarter covered in the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee prior EME Credit Support Guarantee is increased by an amount equal to the incurrence of such additional Indebtedness and (ii) amount by which the increase in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Indebtedness (such increase, together with the Total Assets, being referred to herein as "Adjusted Total Assets"). (2) In addition to the foregoing limitation on the incurrence of Indebtedness, the Company will not, and will not permit any Subsidiary to, incur any Indebtedness if the ratio of Consolidated Income Borrower's projected Cashflow Available for Debt Service to the Annual Service Charge for the four consecutive fiscal quarters most recently ended prior to period from the anticipated date on which such additional Indebtedness is to be incurred shall have been less than 1.5 to 1, on a pro forma basis, after giving effect to the of incurrence of such Indebtedness through December 31, 2001, would need to be increased in order for the projected Debt Service Coverage Ratio for such period to equal 2.00 to 1.00 and (B) the Borrower shall have received written confirmation that such Indebtedness is rated at BBB- or Baa3 or better from S&P and Xxxxx'x, respectively; or (ii) (A) the Borrower shall have delivered to the application Lenders a pro forma calculation of the proceeds therefrom Debt Service --- ----- Coverage Ratio for the preceding 12-month period (or, if such calculation is being delivered prior to the first anniversary of the Effective Date, for such shorter period of not less than six months) indicating that, had such Indebtedness been outstanding and calculated on had the assumption maximum amount of Indebtedness available to be drawn under the Commitments been outstanding during such period, the Debt Service Coverage Ratio for such period would have been greater than2.75 to 1.00 and (B) the Borrower shall have received written confirmation that such Indebtedness is rated BBB- or Baa3 or better from S&P and Xxxxx'x, respectively; (f) Indebtedness in the form of subordinated, unsecured intercompany loans between the Loan Parties that is subject to the Intercompany Loan Subordination Agreement; (g) Indebtedness in the form of guarantees made by the Borrower in the ordinary course of business related to the Generating Station in connection with (i) such Indebtedness and any other Indebtedness incurred by the Company fuel procurement or its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such periodsales, (ii) purchases, sales or exchanges made by Affiliates of the repayment or retirement of any other Indebtedness by Borrower related to physical capacity and energy from the Company or its Subsidiaries since the first day of such four-quarter period had occurred at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period), Generating Station and financial instruments related thereto and (iii) the income earned on any increase in Adjusted Total Assets since the end purchases, sales or exchanges of such four-quarter period had been earnedenergy or emissions credits, on an annualized basisso long as, during such period, and (iv) in the case of any acquisition or disposition by the Company or any Subsidiary each of any asset or group of assets since the first day of such four-quarter period, including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (3) In addition to the foregoing limitations on the incurrence of Indebtedness, the Company will not, and will not permit any Subsidiary to, incur any Secured Indebtedness, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured Indebtedness, the aggregate principal amount of all outstanding Secured Indebtedness is greater than 40% of Adjusted Total Assets. (4) In addition to the foregoing limitations on the incurrence of Indebtedness, the Company clauses (i) will not permit any Subsidiary that it Controls to incur any unsecured Indebtedness other than intercompany debt representing Indebtedness to which the only parties are the Company and any of its Subsidiaries that is subordinate in right of payment to any Outstanding Securities), and (ii) will enforce against each Subsidiary the agreements referred to in clause and (iiiii) of Section 114 of this Indenture. For purposes above, such activities ---------------- --- are not entered into for speculative purposes; and (h) other unsecured Indebtedness of the foregoing provisions regarding the limitation on the incurrence of Indebtedness, Indebtedness shall be deemed Loan Parties not to be "incurred" by the Company or a Subsidiary whenever the Company or its Subsidiary shall create, assume, guarantee or otherwise become liable exceed $20,000,000 in respect thereof. (5) For so long as there are Outstanding any Securities entitled to the benefit of this Section 1009(3), the Company will maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of all outstanding Unsecured Indebtednessat any time.

Restrictions on Indebtedness. (1) The Company will not, and will not permit any Subsidiary to, incur any Indebtedness other than intercompany debt representing Indebtedness to which the only parties are the Company and any of its Subsidiaries (but only so long as such Indebtedness is held solely by any of the Company and any Subsidiary) that is subordinate in right of payment to any Outstanding Securities, if, immediately after giving effect to the incurrence of such additional Indebtedness, the aggregate principal amount of all outstanding Indebtedness of the Company and its Subsidiaries on a consolidated basis is greater than 60% of the sum of (i) Total Assets as of the end of the calendar quarter covered in the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee prior to the incurrence of such additional Indebtedness and (ii) the increase or decrease in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Indebtedness (such increaseincrease or decrease, together with the Total Assets, being referred to herein as "Adjusted Total Assets"). (2) In addition to the foregoing limitation on the incurrence of Indebtedness, the The Company will not, and will not permit any Subsidiary to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge for the period consisting of four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5 to 1, on a pro forma basis, after giving effect to the incurrence of such Indebtedness and to the application of the proceeds therefrom and calculated on the assumption that (i) such Indebtedness and any other Indebtedness incurred by the Company or its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period, (ii) the repayment or retirement of any other Indebtedness by the Company or its Subsidiaries since the first day of such four-quarter period had occurred at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period), (iii) the income earned on any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of any acquisition or disposition by the Company or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (3) In addition to the foregoing limitations on the incurrence of Indebtedness, the The Company will not, and will not permit any Subsidiary to, incur any Secured IndebtednessIndebtedness of the Company or any Subsidiary, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured Indebtedness, the aggregate principal amount of all outstanding Secured Indebtedness is greater than 40% of Adjusted Total Assets. (4) In addition to the foregoing limitations on the incurrence of Indebtedness, the Company (i) will not permit any Subsidiary that it Controls to incur any unsecured Indebtedness other than intercompany debt representing Indebtedness to which the only parties are the Company and any of its Subsidiaries that is subordinate in right of payment to any Outstanding Securities, and (ii) will enforce against each Subsidiary the agreements referred to in clause (ii) of Section 114 of this Indenture. For purposes of the foregoing provisions regarding the limitation on the incurrence of Indebtedness, Indebtedness shall be deemed to be "incurred" by the Company or a Subsidiary whenever the Company or its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. (54) For so long as there are Outstanding any Securities entitled to the benefit of this Section 1009(3), the The Company will at all times maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of all outstanding Unsecured Indebtedness.

Restrictions on Indebtedness. (1) The Company Borrower will not, and will not ---------------------------- permit any Subsidiary to, incur any Indebtedness other than intercompany debt representing Indebtedness to which the only parties are the Company and any of its Subsidiaries (but only so long as such Indebtedness is held solely by any of the Company and any Subsidiary) that is subordinate in right of payment to any Outstanding Securities, if, immediately after giving effect to the incurrence of such additional Indebtedness, the aggregate principal amount of all outstanding Indebtedness of the Company and its Subsidiaries on a consolidated basis is greater than 60% of the sum of (i) Total Assets as of the end of the calendar quarter covered in the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee prior to the incurrence of such additional Indebtedness and (ii) the increase in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Indebtedness (such increase, together with the Total Assets, being referred to herein as "Adjusted Total Assets"). (2) In addition to the foregoing limitation on the incurrence of Indebtedness, the Company will not, and will not permit any Subsidiary to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5 to 1create, on a pro forma basis, after giving effect to the incurrence of such Indebtedness and to the application of the proceeds therefrom and calculated on the assumption that (i) such Indebtedness and any other Indebtedness incurred by the Company or its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period, (ii) the repayment or retirement of any other Indebtedness by the Company or its Subsidiaries since the first day of such four-quarter period had occurred at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period), (iii) the income earned on any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of any acquisition or disposition by the Company or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (3) In addition to the foregoing limitations on the incurrence of Indebtedness, the Company will not, and will not permit any Subsidiary to, incur any Secured Indebtedness, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured Indebtedness, the aggregate principal amount of all outstanding Secured Indebtedness is greater than 40% of Adjusted Total Assets. (4) In addition to the foregoing limitations on the incurrence of Indebtedness, the Company (i) will not permit any Subsidiary that it Controls to incur any unsecured Indebtedness other than intercompany debt representing Indebtedness to which the only parties are the Company and any of its Subsidiaries that is subordinate in right of payment to any Outstanding Securities, and (ii) will enforce against each Subsidiary the agreements referred to in clause (ii) of Section 114 of this Indenture. For purposes of the foregoing provisions regarding the limitation on the incurrence of Indebtedness, Indebtedness shall be deemed to be "incurred" by the Company or a Subsidiary whenever the Company or its Subsidiary shall createincur, assume, guarantee or otherwise become liable in be or remain liable, contingently or otherwise, with respect thereof.to any Indebtedness other than: (5a) For so long as there are Outstanding any Securities entitled Indebtedness to the benefit Banks and the Agents arising under any of the Loan Documents; (b) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (c) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrower or such Subsidiary or under any Capitalized Lease, provided that the aggregate -------- principal amount of such Indebtedness of the Borrower and its Subsidiaries shall not exceed the aggregate amount of $5,000,000 at any one time; (d) Indebtedness existing on the date hereof and listed and described on Schedule 9.1 hereto and any extensions, renewals or replacements thereof -------- --- which are, in each case, on terms and conditions no less favorable to the Borrower and the interest of the Agents and the Banks; (e) Indebtedness of a Subsidiary of the Borrower existing on the date hereof to the Borrower; (f) Permitted IBJ Debt; (g) Permitted Refinancing Indebtedness; (h) Other Indebtedness not otherwise permitted by this Section 1009(3)(S)9.1; provided, the Company will maintain Total Unencumbered Assets of not less than 150% that combined sum of the aggregate outstanding principal amount -------- of all such Indebtedness of the Borrower and its Subsidiaries permitted pursuant to this (S)9.1(h) and the aggregate outstanding Unsecured Indebtednessprincipal amount of Indebtedness permitted under (S)9.1(c) shall not exceed $5,000,000 at any time.

Restrictions on Indebtedness. The Credit Parties will not incur, create, assume, guarantee or in any way become liable for, or permit to exist, Indebtedness other than: (1a) The Company Indebtedness pursuant to the Note Documents; (b) Senior Bank Debt; provided, however, that in no event shall the aggregate outstanding principal amount of the Senior Bank Debt under this clause (b) (including the face amount of all letters of credit and other contingent obligations (whether issued or guaranteed by the holder of the Senior Indebtedness) from time to time outstanding in connection therewith) at any time exceed the sum of (i) $250,000,000 plus (ii) an amount, not to exceed $25,000,000, equal to the amount of any extensions of credit (including letters of credit) under the Senior Loan Documents so long as on the date of such extension of credit the Total Leverage Ratio (as defined in the Senior Loan Agreement as in effect on the date hereof), is less than 3.75:1.00 (calculated on a pro forma basis to give effect to each extension of credit under the Senior Loan Documents to occur on such date); (c) Other Senior Indebtedness (including without limitation Senior Bank Debt) if on the date of incurrence thereof and immediately after giving pro forma effect thereto and the use of the proceeds thereof, the Senior Leverage Ratio is less than 1.75:1.00; provided that, prior to the incurrence thereof, the Purchasers shall have received an Officer's Certificate of the Issuer stating that such Other Senior Indebtedness is permitted to be incurred under this Section 9.1(c); (d) Indebtedness of the Credit Parties existing on the Closing Date, as set forth on Schedule 4.9A attached hereto (excluding the Senior Indebtedness) but without giving effect to any refinancings, renewals or increases in the principal amount thereof, except for refinancings, renewals and extensions thereof which do not increase the principal amount of Indebtedness being refinanced, renewed and/or extended; (e) Indebtedness secured by Liens permitted by any of subsections (a) through (d), inclusive, of Section 9.2; (i) Indebtedness of the Issuer evidenced by Permitted Seller Notes or constituting Permitted Earn-Out Debt issued in accordance with the requirements of Section 8.12 so long as the aggregate amount outstanding at any time shall not exceed $4,000,000 and (ii) Capitalized Lease Obligations of Subsidiaries of the Issuer assumed in connection with Permitted Acquisitions and incurred in accordance with Section 8.12, so long as such Capitalized Lease Obligations were not incurred in anticipation or contemplation of such Permitted Acquisitions and the Capitalized Lease Obligations are obligations solely of the entity acquired in such Permitted Acquisition or formed by the Issuer to effect such Permitted Acquisition; (g) Indebtedness of the Issuer under any Interest Rate Protection or Other Hedging Agreement to the extent such is entered into to satisfy the requirements of Section 7.11 of the Senior Loan Agreement (as in effect on the date hereof) and such other non-speculative Interest Rate Protection or other Hedging Agreements which may be entered into from time to time by the Issuer and which the Issuer in good faith believes will notprovide protection against fluctuations in interest rates with respect to floating rate Indebtedness then outstanding, and will permitted to remain outstanding, pursuant to the other provisions of this Section 9.1; (h) Indebtedness of the Issuer and its Subsidiaries evidenced by Capitalized Lease Obligations to the extent permitted pursuant to Section 9.10; provided that the aggregate amount of Indebtedness evidenced by Capitalized Lease Obligations under all Capital Leases outstanding under this clause (h) at any one time shall not permit exceed $10,000,000 (so long as the amount of Capitalized Lease Obligations incurred in any Subsidiary to, incur any Indebtedness one fiscal year of the Parent does not exceed the amount of Capital Expenditures (other than intercompany debt representing Permitted Acquisitions) the Issuer and its Subsidiaries is permitted to incur during such fiscal year in accordance with Section 9.10); (i) Indebtedness constituting Intercompany Loans to which the only parties are extent permitted by Section 9.7(b)(x); (j) guaranties by the Company and Issuer or any of its Subsidiaries of leases entered into in the ordinary course of business by any Subsidiary of the Issuer; and (but only so long as k) additional Indebtedness (including without limitation Senior Bank Debt) in an aggregate principal amount at any time outstanding not to exceed $25,000,000. Notwithstanding the foregoing, (i) no Credit Party will create or incur any Indebtedness which, under the terms of the documentation pursuant to which such Indebtedness is held solely by any of the Company and any Subsidiary) that created or incurred, is subordinate subordinated in right of payment to any Outstanding Securities, if, immediately after giving effect to the incurrence of such additional Indebtedness, the aggregate principal amount of all outstanding other Indebtedness of the Company and its Subsidiaries on a consolidated basis Credit Parties (other than the Senior Indebtedness), unless such Indebtedness is greater than 60% also subordinated in right of the sum of (i) Total Assets as of the end of the calendar quarter covered payment, in the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee prior to the incurrence of such additional Indebtedness and (ii) the increase in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Indebtedness (such increase, together with the Total Assets, being referred to herein as "Adjusted Total Assets"). (2) In addition to the foregoing limitation on the incurrence of Indebtedness, the Company will not, and will not permit any Subsidiary to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5 to 1, on a pro forma basis, after giving effect to the incurrence of such Indebtedness same manner and to the application of the proceeds therefrom and calculated on the assumption that (i) such Indebtedness and any other Indebtedness incurred by the Company or its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefromsame extent, including to refinance other Indebtedness, had occurred at the beginning of such period, (ii) the repayment or retirement of any other Indebtedness by the Company or its Subsidiaries since the first day of such four-quarter period had occurred at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period), (iii) the income earned on any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of any acquisition or disposition by the Company or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (3) In addition to the foregoing limitations on the incurrence of Indebtedness, the Company will not, and will not permit any Subsidiary to, incur any Secured Indebtedness, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured Indebtedness, the aggregate principal amount of all outstanding Secured Indebtedness is greater than 40% of Adjusted Total Assets. (4) In addition to the foregoing limitations on the incurrence of Indebtedness, the Company (i) will not permit any Subsidiary that it Controls to incur any unsecured Indebtedness other than intercompany debt representing Indebtedness to which the only parties are the Company and any of its Subsidiaries that is subordinate in right of payment to any Outstanding SecuritiesObligations, and (ii) will enforce against each Subsidiary the agreements referred no Credit Party shall have outstanding, create or incur any Indebtedness owing to in clause (ii) any other Credit Party or any Affiliate or employee of Section 114 of this Indenture. For purposes of the foregoing provisions regarding the limitation on the incurrence of Indebtedness, any Credit Party unless such Indebtedness shall be deemed to be "incurred" by the Company or a Subsidiary whenever the Company or its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. (5) For so long as there are Outstanding any Securities entitled is expressly subordinated to the benefit of this Section 1009(3), Notes and other Obligations in a manner and on terms satisfactory to the Company will maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of all outstanding Unsecured IndebtednessRequired Purchasers.

Restrictions on Indebtedness. (1) The Company will not, and Credit Parties will not incur, create, assume, guarantee or in any way become liable for, or permit any Subsidiary toto exist, incur any Indebtedness other than intercompany debt representing than: (a) Indebtedness to which the only parties are the Company and any of its Subsidiaries (but only so long as such Indebtedness is held solely by any of the Company and any Subsidiary) that is subordinate in right of payment to any Outstanding Securities, if, immediately after giving effect pursuant to the incurrence of such additional IndebtednessNote Documents; (b) Senior Bank Debt; provided, however, that in no event shall the aggregate outstanding principal amount of the Senior Bank Debt under this clause (b) (including the face amount of all outstanding Indebtedness letters of credit and other contingent obligations (whether issued or guaranteed by the holder of the Company and its Subsidiaries on a consolidated basis is greater than 60% of Senior Indebtedness) from time to time outstanding in connection therewith) at any time exceed the sum of (i) $250,000,000 plus (ii) an amount, not to exceed $25,000,000, equal to the amount of any extensions of credit (including letters of credit) under the Senior Loan Documents so long as on the date of such extension of credit the Total Assets Leverage Ratio (as defined in the Senior Loan Agreement as in effect on the date hereof), is less than 3.75:1.00 (calculated on a pro forma basis to give effect to each extension of credit under the Senior Loan Documents to occur on such date); (c) Other Senior Indebtedness (including without limitation Senior Bank Debt) if on the date of incurrence thereof and immediately after giving pro forma effect thereto and the use of the end of proceeds thereof, the calendar quarter covered in the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-QSenior Leverage Ratio is less than 1.75:1.00; provided that, as the case may be, most recently filed with the Trustee prior to the incurrence thereof, the Purchasers shall have received an Officer's Certificate of the Issuer stating that such additional Other Senior Indebtedness is permitted to be incurred under this Section 9.1(c); (d) Indebtedness of the Credit Parties existing on the Closing Date, as set forth on Schedule 4.9A attached hereto (excluding the Senior Indebtedness) but without giving effect to any refinancings, renewals or increases in the principal amount thereof, except for refinancings, renewals and extensions thereof which do not increase the principal amount of Indebtedness being refinanced, renewed and/or extended; (e) Indebtedness secured by Liens permitted by any of subsections (a) through (d), inclusive, of Section 9.2; (i) Indebtedness of the Issuer evidenced by Permitted Seller Notes or constituting Permitted Earn-Out Debt issued in accordance with the requirements of Section 8.12 so long as the aggregate amount outstanding at any time shall not exceed $4,000,000 and (ii) Capitalized Lease Obligations of Subsidiaries of the increase Issuer assumed in Total Assets from the end connection with Permitted Acquisitions and incurred in accordance with Section 8.12, so long as such Capitalized Lease Obligations were not incurred in anticipation or contemplation of such quarter including, without limitation, any increase Permitted Acquisitions and the Capitalized Lease Obligations are obligations solely of the entity acquired in Total Assets resulting from such Permitted Acquisition or formed by the incurrence of Issuer to effect such additional Indebtedness (such increase, together with the Total Assets, being referred to herein as "Adjusted Total Assets").Permitted Acquisition; (2g) In addition Indebtedness of the Issuer under any Interest Rate Protection or Other Hedging Agreement to the foregoing limitation extent such is entered into to satisfy the requirements of Section 7.11 of the Senior Loan Agreement (as in effect on the incurrence of Indebtedness, date hereof) and such other non-speculative Interest Rate Protection or other Hedging Agreements which may be entered into from time to time by the Company Issuer and which the Issuer in good faith believes will notprovide protection against fluctuations in interest rates with respect to floating rate Indebtedness then outstanding, and will not permit any Subsidiary topermitted to remain outstanding, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service pursuant to the Annual Service Charge for other provisions of this Section 9.1; (h) Indebtedness of the four consecutive fiscal quarters most recently ended prior Issuer and its Subsidiaries evidenced by Capitalized Lease Obligations to the date on which such additional extent permitted pursuant to Section 9.10; provided that the aggregate amount of Indebtedness is to be evidenced by Capitalized Lease Obligations under all Capital Leases outstanding under this clause (h) at any one time shall not exceed $10,000,000 (so long as the amount of Capitalized Lease Obligations incurred shall have been less than 1.5 to 1, on a pro forma basis, after giving effect to the incurrence of such Indebtedness and to the application in any one fiscal year of the proceeds therefrom Parent does not exceed the amount of Capital Expenditures (other than Permitted Acquisitions) the Issuer and calculated on the assumption that its Subsidiaries is permitted to incur during such fiscal year in accordance with Section 9.10); (i) such Indebtedness and any other Indebtedness incurred constituting Intercompany Loans to the extent permitted by Section 9.7(b)(x); (j) guaranties by the Company Issuer or its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period, (ii) the repayment or retirement of any other Indebtedness by the Company or its Subsidiaries since the first day of such four-quarter period had occurred at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period), (iii) the income earned on any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of any acquisition or disposition by the Company or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (3) In addition to the foregoing limitations on the incurrence of Indebtedness, the Company will not, and will not permit any Subsidiary to, incur any Secured Indebtedness, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured Indebtedness, the aggregate principal amount of all outstanding Secured Indebtedness is greater than 40% of Adjusted Total Assets. (4) In addition to the foregoing limitations on the incurrence of Indebtedness, the Company (i) will not permit any Subsidiary that it Controls to incur any unsecured Indebtedness other than intercompany debt representing Indebtedness to which the only parties are the Company and any of its Subsidiaries that is subordinate of leases entered into in right the ordinary course of payment to business by any Outstanding Securities, and (ii) will enforce against each Subsidiary the agreements referred to in clause (ii) of Section 114 of this Indenture. For purposes of the foregoing provisions regarding the limitation on the incurrence of Indebtedness, Indebtedness shall be deemed to be "incurred" by the Company or a Subsidiary whenever the Company or its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof.Issuer; and (5k) For so long as there are Outstanding any Securities entitled to the benefit of this Section 1009(3), the Company will maintain Total Unencumbered Assets of not less than 150% of the additional Indebtedness (including without limitation Senior Bank Debt) in an aggregate outstanding principal amount of all at any time outstanding Unsecured Indebtednessnot to exceed $25,000,000.

Restrictions on Indebtedness. (1a) The Company will not, and will not permit any Subsidiary of its Restricted Subsidiaries to, incur directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt); provided, however, that the Company or any Guarantor may incur Indebtedness (including Acquired Debt) if the Company’s Consolidated Coverage Ratio at the time of incurrence of such Indebtedness, after giving pro forma effect to such incurrence or issuance as of such date and to the use of proceeds therefrom, as if the same had occurred at the beginning of the most recently ended four fiscal quarter period of the Company for which internal financial statements are available, would have been no less than 2.50 to 1.0. The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”): (1) the incurrence by the Company or any Restricted Subsidiary of Indebtedness and letters of credit under Credit Facilities in 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 $105.0 million, less the aggregate amount of all prepayments of principal applied to permanently reduce any such Indebtedness; (2) Indebtedness in respect of a Receivables Facility in an aggregate principal amount not to exceed the amount of all prepayments of principal applied to permanently reduce Indebtedness under clause (1) above; (3) the incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness; (4) the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the related Subsidiary Guarantees to be issued on the date of this Indenture and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Registration Rights Agreement; (5) the incurrence by the Company or any of its Restricted Subsidiaries of 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, plant or equipment used in a Permitted Business (whether through the direct purchase of assets or through the acquisition of at least a majority of the Voting Stock of any Person owning such assets), in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (5), not to exceed $5.0 million at any time outstanding; (6) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace, Indebtedness (other than intercompany debt representing Indebtedness) that was permitted by this Indenture to be incurred under the first paragraph of this covenant or any of clauses (3), (4), (5), (8), (9) or (10) of this paragraph; (7) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness to which the only parties are between or among the Company and any of its Subsidiaries Restricted Subsidiaries; provided, however, that (but only so long as a) if the Company or any Guarantor is the obligor on such Indebtedness, such Indebtedness is must be unsecured and 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 related Subsidiary Guarantee (in the case of a Guarantor); and (b) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held solely by any a Person other than the Company or a Restricted Subsidiary of the Company and any Subsidiary) sale or other transfer of any such Indebtedness to a Person that is subordinate not either the Company or a Restricted Subsidiary of the Company will be deemed, in right of payment each case, to any Outstanding Securities, if, immediately after giving effect to the constitute an incurrence of such additional Indebtedness, the aggregate principal amount of all outstanding Indebtedness of by the Company and its Subsidiaries on a consolidated basis is greater than 60% of the sum of (i) Total Assets as of the end of the calendar quarter covered in the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Qsuch Restricted Subsidiary, as the case may be, most recently filed that was not permitted by this clause (7); (8) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations that are incurred for the bona fide purpose of hedging (x) interest rate risk with respect to Indebtedness of the Trustee prior Company or any Restricted Subsidiary permitted to be incurred under this Indenture and which was a notional amount no greater than the payments due with respect to the incurrence Indebtedness being hedged thereby, or (y) currency exchange rate risk in connection with then existing financial obligations or the acquisition of such additional goods or services and not for purposes of speculation; (9) Guarantees provided under Section 4.17 hereof and the Guarantee by the Company or any Restricted Subsidiary of Indebtedness and of the Company or a Restricted Subsidiary that was permitted to be incurred by another provision of this covenant; (ii10) Indebtedness incurred by the increase Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in Total Assets from the end ordinary course of such quarter business, including, without limitation, any increase letters of credit in Total Assets resulting from respect to workers’ compensation claims or self-insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, 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; (11) Obligations in respect of performance and surety bonds and completion guarantees provided by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with industry practice; (12) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business, and such Indebtedness is extinguished within five business days after incurrence thereof; (13) Indebtedness of the Company or any of the Company’s Restricted Subsidiaries evidenced by promissory notes issued to employees, former employees, directors or former directors of the Company or any of its Subsidiaries in lieu of any cash payment permitted to be made under clause (5) of the second paragraph of the limitations on Restricted Payments set forth under Section 4.07 hereof; provided, however, that (a) all such Indebtedness must be unsecured and 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 related Subsidiary Guarantee (in the case of a Guarantor) and (b) the aggregate principal amount of all such Indebtedness incurred in any calendar year, when added to the aggregate amount of all repurchases made in such calendar year pursuant to such clause (5) referred to above, shall not exceed $5.0 million; and (14) the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (14), not to exceed $5.0 million. For purposes of determining compliance with this Section 4.09(a), 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 the first paragraph of this covenant, the Company will be permitted to classify such increaseitem of Indebtedness on the date of its incurrence, together or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant. The maximum amount of Indebtedness that the Total AssetsCompany or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in currency exchange rates. Indebtedness under the Credit Agreement, being referred including Guarantees of such Indebtedness, on the date on which Notes are first issued and authenticated under this Indenture will be deemed to herein as "Adjusted Total Assets")have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. (2b) In addition to the foregoing limitation restrictions on the incurrence of IndebtednessIndebtedness set forth in Section 4.09(a), the Company will not, and will not permit any Subsidiary of its Restricted Subsidiaries to, incur directly or indirectly, create, incur, issue, assume, guarantee or suffer to exist or otherwise directly or indirectly become or be liable, contingently or otherwise, with respect to, any Indebtedness if the ratio of Consolidated Income Available for Debt Service to the Annual Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5 to 1, on a pro forma basis, after giving effect to the incurrence of such Indebtedness and to the application secured by any of the proceeds therefrom and calculated on the assumption that (i) such Indebtedness and any other Indebtedness incurred by the Company or its Subsidiaries since the first day assets of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period, (ii) the repayment or retirement of any other Indebtedness by the Company or its Subsidiaries since the first day of such four-quarter period had occurred at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period), (iii) the income earned on any increase in Adjusted Total Assets since the end of such four-quarter period had been earned, on an annualized basis, during such period, and (iv) in the case of any acquisition or disposition by the Company or any Subsidiary of the Company in an aggregate principal amount at any asset or group time outstanding in excess of assets since two times EDI Services Revenues for the first day of such four-most recently ended two fiscal quarter period, including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as period of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculationCompany. (3c) In addition Accrual of interest or dividends, the accretion of accreted value or original issue discount and the payment of interest or dividends in the form of additional Indebtedness will not be deemed to the foregoing limitations on the be an incurrence of Indebtedness, the Company will not, and will not permit any Subsidiary to, incur any Secured Indebtedness, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured Indebtedness, the aggregate principal amount of all outstanding Secured Indebtedness is greater than 40% of Adjusted Total Assets. (4) In addition to the foregoing limitations on the incurrence of Indebtedness, the Company (i) will not permit any Subsidiary that it Controls to incur any unsecured Indebtedness other than intercompany debt representing Indebtedness to which the only parties are the Company and any of its Subsidiaries that is subordinate in right of payment to any Outstanding Securities, and (ii) will enforce against each Subsidiary the agreements referred to in clause (ii) of Section 114 for purposes of this IndentureSection 4.09. For purposes of determining compliance with any U.S. dollar-denominated restriction on Indebtedness, the foregoing provisions regarding the limitation U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency will be calculated based on the incurrence relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of Indebtednessterm debt, or first committed, in the case of revolving credit debt; provided that (1) the U.S. dollar-equivalent principal amount of any such Indebtedness outstanding or committed on the date of this Indenture will be calculated based on the relevant currency exchange rate in effect on the date of this Indenture, and (2) 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 be "incurred" by the Company or a Subsidiary whenever the Company or its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof. (5) For have been exceeded so long as there are Outstanding any Securities entitled to the benefit of this Section 1009(3), the Company will maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of all outstanding Unsecured 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 than 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.

Restrictions on Indebtedness. (1) The Company None of the Borrowers will, nor will not, and will not permit any Subsidiary to, incur any Indebtedness other than intercompany debt representing Indebtedness to which the only parties are the Company and any of its Subsidiaries to, create, incur, assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: (but only so long as such a) Indebtedness is held solely by to the Lenders and the Administrative Agent arising under any of the Company Loan Documents; (b) endorsements for collection, deposit or negotiation and any Subsidiarywarranties of products or services, in each case incurred in the ordinary course of business; (c) Subordinated Debt; provided that is subordinate in right of payment to any Outstanding Securities, if, immediately after giving effect to the incurrence of such additional Indebtedness, (i) the aggregate principal amount of all outstanding Indebtedness such Subordinated Debt plus the aggregate principal amount of Subordinated Debt incurred by the Company Parent shall not exceed $10,000,000 at any time and its Subsidiaries on a consolidated basis is greater than 60% of the sum of (iii) Total Assets as of the end of the calendar quarter covered in the Company's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Trustee prior to the incurrence of any such additional Indebtedness Subordinated Debt, the Borrowers shall have demonstrated pro forma compliance with the covenants set forth in §11.2 for the Reference Period most recently ended and projected compliance with all covenants hereunder for the four (ii4) the increase in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets resulting from fiscal quarters following the incurrence of such additional Indebtedness (Subordinated Debt; and provided, further, such increase, together with the Total Assets, being referred to herein as "Adjusted Total Assets"). (2) In addition to the foregoing limitation on the incurrence of Indebtedness, the Company will not, and will not permit any Subsidiary to, incur any Indebtedness if the ratio of Consolidated Income Available for Subordinated Debt Service to the Annual Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5 to 1, on a pro forma basis, after giving effect to the incurrence of such Indebtedness and to the application of the proceeds therefrom and calculated on the assumption that (i) such Indebtedness shall be expressly subordinated and any other Indebtedness incurred by made junior to the Company or its Subsidiaries since the first day of such four-quarter period payment and the application performance in full of the proceeds therefrom, including Obligations on terms which are reasonably satisfactory in all respects to refinance other Indebtedness, had occurred at the beginning of such periodRequired Lenders, (ii) shall have a final maturity not earlier than the repayment or retirement of any other Indebtedness by the Company or its Subsidiaries since the first day of such four-quarter period had occurred at the beginning of such period (except thatMaturity Date, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period), and (iii) shall otherwise contain terms and provisions reasonably satisfactory to the income earned on Required Lenders; (d) Indebtedness incurred in connection with the acquisition of any increase in Adjusted Total Assets since the end of real or personal property by such four-quarter period had been earned, on an annualized basis, during Borrower or such periodSubsidiary or under any Capitalized Lease, and (iv) in the case of any acquisition or disposition by the Company or any Subsidiary of any asset or group of assets since the first day of such four-quarter periodrefinancings, including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. (3) In addition renewals and replacements thereof which contain terms no more onerous to the foregoing limitations on Borrowers than the incurrence of IndebtednessIndebtedness so refinanced, the Company will notrenewed or replaced, and will not permit any Subsidiary to, incur any Secured Indebtedness, whether owned at the date of the Indenture or thereafter acquired, if, immediately after giving effect to the incurrence of such additional Secured Indebtedness, provided that the aggregate principal amount of such Indebtedness (including any such Indebtedness outstanding on the Closing Date) of all outstanding Secured Indebtedness is greater than 40% of Adjusted Total Assets.the Borrowers and their Subsidiaries shall not exceed the aggregate amount of $3,000,000 at any one time; (4e) In addition Indebtedness in respect of interest rate agreements, swaps or similar arrangements entered into to protect the Borrowers from changes in interest rates and not for speculative purposes; (f) Indebtedness not otherwise permitted by this §10.1 existing on the Closing Date and listed and described on Schedule 10.1 hereto and any refinancings thereof not to exceed such original principal amount and on terms and conditions substantially similar thereto; and (g) Indebtedness of a Subsidiary of a Borrower owing to such Borrower and Indebtedness of one Borrower owing to another Borrower; provided that all such intercompany Indebtedness permitted by this §10.1(g), and all instruments (if any) evidencing any thereof, shall be pledged and delivered to the foregoing limitations Administrative Agent, for the benefit of the Lenders and the Administrative Agent, as security for the Obligations pursuant to the provisions of the applicable Security Documents, and the Administrative Agent shall have a first priority perfected lien and security interest therein; and provided further that all such intercompany Indebtedness shall be subordinated to the Obligations on terms satisfactory to the incurrence Administrative Agent; (h) guarantees by a Borrower or a Subsidiary of Indebtedness, the Company a Borrower of Indebtedness otherwise permitted under this §10.1; (i) will not permit Indebtedness consisting of contingent obligations of any Subsidiary that it Controls to incur any unsecured Indebtedness other than intercompany debt representing Indebtedness to which the only parties are the Company and Borrower or any of its Subsidiaries that is subordinate in right to repurchase or otherwise redeem Equity Interests of payment MSSR from former employees of MSSR, a Borrower or any of their Subsidiaries pursuant to any Outstanding Securities, and (ii) will enforce against each Subsidiary the agreements referred to in clause (ii) of Section 114 of this Indenture. For purposes terms of the foregoing provisions regarding Equity Documents or other employee compensation plans of the limitation on Borrowers and their Subsidiaries and matured obligations to repurchase or otherwise redeem such stock to the extent such repurchase or redemption is permitted under §10.4(d); and (j) other unsecured Indebtedness not otherwise permitted hereunder in an aggregate principal amount of $2,500,000, provided that no Default or Event of Default has occurred and is continuing at the time of the incurrence of Indebtedness, such unsecured Indebtedness shall be deemed to be "incurred" by the Company or a Subsidiary whenever the Company or its Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereofwould result after giving effect thereto. (5) For so long as there are Outstanding any Securities entitled to the benefit of this Section 1009(3), the Company will maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of all outstanding Unsecured Indebtedness.