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

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company or any of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company that is not or will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least equal to (i) 2.0 to 1.0, if such proposed incurrence is to be consummated on or prior to October 15, 2004, (ii) 2.25 to 1.0, if such proposed incurrence is to be consummated on or prior to October 15, 2005 and (iii) 2.5 to 1.0, if such proposed incurrence is to be consummated thereafter.

Limitation on Incurrence of Additional Indebtedness. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company or any of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company that is not or will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least equal greater than 2.00 to (i) 2.0 to 1.0, 1.00 if such proposed incurrence Indebtedness is to be consummated incurred on or prior to October 15March 31, 2004, (ii) 2005 or 2.25 to 1.0, 1.0 if such proposed incurrence Indebtedness is to be consummated on or prior to October 15, 2005 and (iii) 2.5 to 1.0, if such proposed incurrence is to be consummated incurred thereafter.

Limitation on Incurrence of Additional Indebtedness. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company or any of and its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company that is not or will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least equal to (i) 2.0 to 1.0, if such proposed incurrence is to be consummated on or prior to October 15, 2004, (ii) greater than 2.25 to 1.0; provided that the amount of Indebtedness (other than Acquired Indebtedness) that may be incurred pursuant to the foregoing by Restricted Subsidiaries of the Company that have not Guaranteed the Securities in compliance with Section 4.15 or 4.21 shall not exceed $50.0 million, in the case of the Domestic Restricted Subsidiaries, and $50.0 million, in the case of the Foreign Restricted Subsidiaries, in each case, at any one time outstanding. The Issuers and the Guarantors, if any, shall not incur or suffer to exist any Indebtedness that is subordinated in right of payment to any other Indebtedness of the Issuers or the Guarantors unless such proposed incurrence Indebtedness is at least equally subordinated in right of payment to be consummated on the Securities or prior to October 15, 2005 and (iii) 2.5 to 1.0any Subsidiary Guarantees, if such proposed incurrence is to be consummated thereafterany.

Limitation on Incurrence of Additional Indebtedness. The Prior to the Effective Date, the Company will shall not incur any Indebtedness except the following: (1) the Securities in an aggregate principal amount not to exceed $200.0 million; and (2) Indebtedness of the Company that is not secured by a Lien on any assets, property or Capital Stock owned by the Company or any of its Subsidiaries, the proceeds of which Indebtedness are used solely for deposit (or the purchase of marketable direct obligations issued by the United States Government to be deposited) with the Escrow Agent in an amount not to exceed the amount necessary, together with net proceeds to the Company of the issuance of the Securities, to enable the Company to make the Initial Deposit. From and after the Effective Date, the Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guaranteeenter into any guarantee of, acquire, become liable liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "“incur"”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company or any of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company that is not or will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least equal to (i) greater than 2.0 to 1.0, if such proposed incurrence is to be consummated on or prior to October 15, 2004, (ii) 2.25 to 1.0, if such proposed incurrence is to be consummated on or prior to October 15, 2005 and (iii) 2.5 to 1.0, if such proposed incurrence is to be consummated thereafter.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its the Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "“incur"”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, Indebtedness the Company or and any of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor Subsidiary may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company that is not or will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence and the application of the proceeds thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least equal would be greater than 2.0 to 1.0; provided, further, that the aggregate principal amount of Indebtedness (including, without limitation, Acquired Indebtedness) incurred pursuant to this Section 407(a) by Restricted Subsidiaries that are not Guarantors shall not exceed, together with the amount of Acquired Indebtedness incurred by Restricted Subsidiaries that are not Guarantors pursuant to clause (18) of the definition of “Permitted Indebtedness,” (x) prior to any Permitted Separation Transaction, the greater of (i) 2.0 to 1.0, if such proposed incurrence is to be consummated on or prior to October 15, 2004, $600.0 million and (ii) 2.25 to 1.0, if such proposed 5.0% of Consolidated Total Assets at the time of incurrence is to be consummated on or prior to October 15, 2005 and (iiiy) 2.5 to 1.0from and after any Permitted Separation Transaction, if such proposed incurrence is to be consummated thereafterthe greater of (i) $600.0 million multiplied by the Post-Separation EBITDA Percentage and (ii) 5.0% of Consolidated Total Assets at the time of incurrence.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of its the Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable liable, contingently or otherwise, with respect to, to or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided. (b) Notwithstanding the foregoing, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company or any of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including, including without limitation, limitation Acquired Indebtedness) other than Prohibited Acquisition Indebtedness and any Restricted Subsidiary of the Company that is not or will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least equal to greater than (i) 2.0 2.00 to 1.0, 1.00 if such proposed incurrence Indebtedness is to be consummated incurred on or prior to October November 15, 2004, 1998 or (ii) 2.25 to 1.0, 1.00 if such proposed incurrence Indebtedness is to be consummated on or prior to October incurred after November 15, 2005 1998. (c) The Company will not in any event incur, directly or indirectly, any Indebtedness that by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any Senior Indebtedness of the Company and (iii) 2.5 senior in any respect in right of payment to 1.0, if such proposed incurrence is to be consummated thereafterthe Notes.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "“incur"”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company or any of and its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company that is not or will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least equal to (i) greater than 2.0 to 1.01.0 at any time prior to the 18 calendar month anniversary of the Issue Date, if such proposed incurrence is (ii) greater than 2.1 to be consummated 1.0 at any time thereafter and on or prior to October 15, 2004, (ii) 2.25 to 1.0, if such proposed incurrence is to be consummated on or prior to October 15, 2005 the 30 calendar month anniversary of the Issue Date and (iii) 2.5 thereafter, greater than 2.2 to 1.0; provided that the amount of Indebtedness (other than Acquired Indebtedness) that may be incurred in reliance on the preceding proviso by Restricted Subsidiaries of the Company (other than QD Capital) that have not Guaranteed the Securities in compliance with Section 4.14 or Section 4.18 shall not exceed $20.0 million at any one time outstanding. (b) The Company shall not, if and shall not permit QD Capital or any Guarantor to, directly or indirectly, incur any Indebtedness that by its terms (or by the terms of any agreement governing such proposed incurrence Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the Company, QD Capital or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Securities or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company, QD Capital or such Guarantor, as the case may be, provided that, for purposes of this Section 4.04(b), no Indebtedness will be deemed to be consummated thereaftersubordinated in right of payment to any other Indebtedness of the Company, QD Capital or any Guarantor solely by virtue of such Indebtedness being unsecured or by virtue of the fact that the holders of such Indebtedness have entered into one or more intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its the Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "“incur"”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, Indebtedness the Company or and any of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor Subsidiary may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company that is not or will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence and the application of the proceeds thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least equal would be greater than 2.0 to 1.0; provided, further, that the aggregate principal amount of Indebtedness (including, without limitation, Acquired Indebtedness) incurred pursuant to this Section 407(a) by Restricted Subsidiaries that are not Guarantors shall not exceed, together with the amount of Acquired Indebtedness incurred by Restricted Subsidiaries that are not Guarantors pursuant to clause (18) of the definition of “Permitted Indebtedness”, (x) prior to any Permitted Separation Transaction, the greater of (i) 2.0 to 1.0, if such proposed incurrence is to be consummated on or prior to October 15, 2004, $500.0 million and (ii) 2.25 to 1.0, if such proposed 3.5% of Consolidated Total Assets at the time of incurrence is to be consummated on or prior to October 15, 2005 and (iiiy) 2.5 to 1.0from and after any Permitted Separation Transaction, if such proposed incurrence is to be consummated thereafterthe greater of (i) $500.0 million multiplied by the Post-Separation EBITDA Percentage and (ii) 3.5% of Consolidated Total Assets at the time of incurrence.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "“incur"”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company or any of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may shall be entitled to incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company that is not or will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least equal greater than 2.0 to 1.0. (b) The foregoing limitations in paragraph (a) shall not apply to: (i) 2.0 Indebtedness constituting Indenture Obligations in an aggregate principal amount not to 1.0exceed $425,000,000; (ii) Indebtedness incurred pursuant to the Credit Agreement; provided that immediately after giving effect to any such incurrence, the then outstanding aggregate principal amount of all Indebtedness incurred under this clause (ii) does not exceed the greater of: (A) $100,000,000 less (1) the amount of all mandatory principal payments pursuant to Section 4.06 actually made by the Company of Indebtedness under the Credit Agreement and (2) any required permanent repayments (which are accompanied by a corresponding permanent commitment reduction) thereunder; and (B) the sum of (1) 85.0% of the book value of the receivables of the Company and its Restricted Subsidiaries plus (2) 50.0% of the book value of the inventory of the Company and its Restricted Subsidiaries; (iii) Indebtedness incurred pursuant the Zena Agreements in an aggregate principal amount not to exceed $35,000,000 at any one time outstanding; (iv) other Indebtedness of the Company and its Restricted Subsidiaries outstanding on the Issue Date reduced by the amount of any scheduled amortization payments or mandatory prepayments when actually paid or permanent reductions thereon (other than Indebtedness described in clauses (i), (ii) and (iii) of this Section 4.03(b)); (v) Indebtedness represented by Capitalized Lease Obligations and Purchase Money Indebtedness of the Company and its Restricted Subsidiaries incurred in the ordinary course of business not to exceed, at any one time outstanding, the greater of (A) $35,000,000 and (B) 5.0% of Total Assets of the Company and its Restricted Subsidiaries; (vi) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting interest rate risk, exchange rate risk or commodity pricing risk; (vii) Indebtedness owed to the Company or to a Restricted Subsidiary of the Company for so long as such Indebtedness is held by the Company or a Restricted Subsidiary of the Company; provided that (A) if as of any date any Person other than the Company or a Restricted Subsidiary of the Company holds any such proposed Indebtedness, such date shall be deemed the incurrence is of Indebtedness not constituting permitted Indebtedness under this clause (vii) by the issuer of such Indebtedness; (B) any subsequent issuance or transfer of any Capital Stock which results in any such Restricted Subsidiary ceasing to be consummated a Restricted Subsidiary shall be deemed to constitute the incurrence of such Indebtedness by the obligor thereon; (C) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes; and (D) if a Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all Obligations of such Guarantor with respect to its Guarantee; (viii) 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 the Company’s or any Restricted Subsidiary’s knowledge of its incurrence; (ix) Indebtedness of the Company or any of its Restricted Subsidiaries in respect of performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and bank overdrafts (and letters of credit in respect thereof) in the ordinary course of business; (x) Refinancing Indebtedness; (xi) Indebtedness represented by guarantees by the Company or its Restricted Subsidiaries of Indebtedness otherwise permitted to be incurred under this Agreement; (xii) Indebtedness of the Company or any Restricted Subsidiary consisting of guarantees, indemnities or other obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets; (xiii) Indebtedness of a Restricted Subsidiary incurred and outstanding on or prior to October 15the date on which such Subsidiary was acquired by the Company (other than Indebtedness incurred in connection with, 2004or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company); provided, however, that on the date of such acquisition and after giving pro forma effect thereto, the Company would have been entitled to incur at least $1.00 of additional Indebtedness pursuant to Section 4.03(a); and (xiv) Indebtedness of the Company and its Restricted Subsidiaries constituting Notes Obligations. (c) For purposes of determining compliance with this Section 4.03, in the event that an item of Indebtedness meets the criteria of more than one of clauses (i) through (xiv) of paragraph (b) above or is entitled to be incurred pursuant to the Consolidated Fixed Charge Coverage Ratio provisions of paragraph (a) above, the Company shall, in its sole discretion, be entitled to divide and classify (or later reclassify) an item of Indebtedness in more than one of the types of Indebtedness described above; provided that all Indebtedness outstanding under the Credit Agreement up to the maximum amount permitted under clause (ii) 2.25 of paragraph (b) above shall be deemed to 1.0have been incurred pursuant to such clause (ii). Accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock shall not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Capital Stock for purposes of this Section 4.03. (d) The Company shall not, and shall not permit any Restricted Subsidiary that is a Guarantor to, directly or indirectly, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is expressly subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such Guarantor, as the case may be. For purposes of the foregoing, no Indebtedness shall be deemed to be subordinated in right of payment to any other Indebtedness of the Company or any Guarantor solely by virtue of such Indebtedness being unsecured or by virtue of the fact that the holders of such Indebtedness have entered into one or more intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them. (e) For purposes of determining compliance with any U.S. dollar restriction on the incurrence of Indebtedness where the Indebtedness incurred is denominated in a different currency, the amount of such Indebtedness shall be the U.S. Dollar Equivalent determined on the date of the incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such proposed incurrence is Indebtedness, the amount of such Indebtedness expressed in U.S. dollars shall be as provided in such Currency Agreement. The principal amount of any Refinancing Indebtedness incurred in the same currency as the Indebtedness being Refinanced shall be the U.S. Dollar Equivalent of the Indebtedness Refinanced, except to the extent that (i) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in which case the Refinancing Indebtedness shall be consummated on or prior to October 15determined in accordance with the preceding sentence, 2005 and (iiiii) 2.5 to 1.0the principal amount of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, if in which case the U.S. Dollar Equivalent of such proposed incurrence excess shall be determined on the date such Refinancing Indebtedness is to be consummated thereafterincurred.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its the Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "“incur"”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, Indebtedness the Company or and any of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor Subsidiary may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company that is not or will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving pro forma effect to the incurrence and the application of the proceeds thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least equal would be greater than 2.0 to 1.0; provided, further, that the aggregate principal amount of Indebtedness (including, without limitation, Acquired Indebtedness) incurred pursuant to this Section 407(a) by Restricted Subsidiaries that are not Guarantors shall not exceed, together with the amount of Acquired Indebtedness incurred by Restricted Subsidiaries that are not Guarantors pursuant to clause (18) of the definition of “Permitted Indebtedness”, the greater of (i) 2.0 to 1.0, if such proposed incurrence is to be consummated on or prior to October 15, 2004, $300.0 million and (ii) 2.25 to 1.0, if such proposed incurrence is to be consummated on or prior to October 15, 2005 and (iii) 2.5 to 1.0, if such proposed incurrence is to be consummated thereafter9.5% of Consolidated Net Tangible Assets at the time of incurrence.

Limitation on Incurrence of Additional Indebtedness. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness ----- (other than Permitted Indebtedness); provided, however, that if no Default or -------- ------- Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company or any of and its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company that is not or will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least equal to (i) greater than 2.0 to 1.0, 1.0 if such proposed incurrence is to be consummated on or prior to October 15June 30, 2004, (ii) 2002 and 2.25 to 1.0, 1.0 if such proposed incurrence is thereafter; provided that the amount of Indebtedness (other than Acquired Indebtedness) that -------- may be incurred pursuant to be consummated on the foregoing by Restricted Subsidiaries of the Company that have not Guaranteed the Securities in compliance with Section 4.15 or prior to October 154.21 shall not exceed $50.0 million, 2005 in the case of the Domestic Restricted Subsidiaries, and (iii) 2.5 to 1.0$50.0 million, if such proposed incurrence is to be consummated thereafterin the case of the Foreign Restricted Subsidiaries, in each case, at any one time outstanding.

Limitation on Incurrence of Additional Indebtedness. The After the Issue Date, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, issue, create, incur, assume, guarantee, acquire, guarantee or otherwise directly or indirectly become liable with respect tofor (including as a result of an acquisition), or otherwise become responsible for payment of for, contingently or otherwise (individually or collectively, to "incurIncur" or, as appropriate, an "Incurrence"), any Indebtedness. Neither the accrual of interest (including the issuance of "pay in kind" securities or similar instruments in respect of such accrued interest) pursuant to the terms of Indebtedness Incurred in compliance with this covenant, nor the accretion of original issue discount, nor the mere extension of the maturity of any Indebtedness (other than Permitted shall be deemed to be an Incurrence of Indebtedness); provided. Notwithstanding the foregoing, however, that if there exists no Default or Event of Default shall have occurred immediately prior and be continuing at subsequent thereto, (x) the time Company may Incur Indebtedness if, after giving effect to the Incurrence of or as a consequence of the incurrence of any such Indebtedness, the Company's Annualized Operating Cash Flow Ratio would have been less than 8.5 to 1 and (y) any Restricted Subsidiary may Incur Indebtedness if such Restricted Subsidiary's Annualized Operating Cash Flow Ratio, after giving effect to the Incurrence of such Indebtedness, would have been less than 8.0 to 1. In addition, if there exists no Default or Event of Default immediately prior and subsequent thereto, the foregoing limitations will not apply to the Incurrence of: (i) Indebtedness by the Company or any of its Restricted Subsidiaries that is orconstituting Existing Indebtedness, upon reduced by repayments of and permanent reductions in commitments in satisfaction of the Net Cash Proceeds application requirement under Section 4.15 and by repayments and permanent reductions in amounts outstanding pursuant to scheduled amortizations and mandatory prepayments in accordance with the terms thereof; (ii) Indebtedness, in an aggregate principal amount not in excess of $525,000,000, permitted under the Credit Facility, reduced by (a) repayments of and permanent reductions in commitments in satisfaction of the Net Cash Proceeds application requirement set forth in Section 4.15 and (b) an amount equal to the sum of (A) the outstanding principal amount of the PCW Secured Notes and (B) the aggregate amount of Indebtedness Incurred pursuant to clause (x) below to refinance the PCW Secured Notes or the Credit Facility so long as such incurrenceamounts Incurred pursuant to clause (x) remain outstanding; provided that, becomes if there exists a Guarantor Default or an Event of Default immediately prior or subsequent thereto, the Company and its Restricted Subsidiaries may incur Incur Indebtedness pursuant to this clause (ii) so long as the proceeds from such Incurrence are not used, directly or indirectly, to pay any amounts owing in respect of any Indebtedness, including, without limitation, Acquired Indebtednessprincipal, interest and commitment fees, other than with respect to the Securities; (iii) Indebtedness of the Company evidenced by the Securities; (iv) (a) Permitted Acquisition Indebtedness of the Company or any Restricted Subsidiaries that satisfies the provisions of clause (x) of the definition thereof or (b) Permitted Acquisition Indebtedness of any Restricted Subsidiary that satisfies the provisions of clause (y) of the definition thereof; (v) Indebtedness between the Company and any Restricted Subsidiary of the Company that is not or will notbetween Restricted Subsidiaries of the Company; provided, upon such incurrencehowever, become a Guarantor may incur Acquired Indebtednessthat, in each the case if on of Indebtedness of the Company, such obligations shall be unsecured and subordinated in all respects to the Holders' rights pursuant to the Securities, and the date of the incurrence of any event that causes a Restricted Subsidiary no longer to be a Restricted Subsidiary shall be an Incurrence Date with respect to such Indebtedness; (vi) Capitalized Lease Obligations and Purchase Money Indebtedness in an aggregate amount or aggregate principal amount, after giving effect as the case may be, outstanding at any time not to exceed in the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio aggregate $15,000,000; (vii) Indebtedness of the Company is or any Restricted Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary of the Company to the extent none of the foregoing results in the obligation to repay an obligation for money borrowed by any Person and are limited in aggregate amount to no greater than 10% of the fair market value of such business, assets or Restricted Subsidiary so disposed of; (viii) Indebtedness of the Company or any Restricted Subsidiary under standby letters of credit or reimbursement obligations with respect thereto issued in the ordinary course of business and consistent with industry practices limited in aggregate amount to $5,000,000 at least equal to any one time outstanding; (ix) Indebtedness of the Company or any Restricted Subsidiary (other than Indebtedness permitted by the first paragraph of this Section 4.12 or clause (i) 2.0 through (viii) or (x) of this Section 4.12) not to 1.0exceed $100,000,000 at any one time outstanding; and (x) Refinancing Indebtedness Incurred to extend, if such proposed incurrence is to be consummated on renew, replace or prior to October 15, 2004refund Indebtedness permitted under the first paragraph of this Section 4.12 or clauses (i) (as so reduced in amount), (ii) 2.25 to 1.0(as so reduced in amount), if such proposed incurrence (iii), (iv) and (x) of this paragraph. For purposes of determining compliance with this Section 4.12, in the event that an item of Indebtedness meets the criteria of more than one of the categories described above or is entitled to be consummated on incurred pursuant to the second paragraph of this Section 4.12, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.12 and such item of Indebtedness will be treated as having been incurred pursuant to only one of such clauses or prior pursuant to October 15the second paragraph of this Section 4.12. In addition, 2005 and the Company may, at any time, change the classification of an item of Indebtedness (iiior any portion thereof) 2.5 to 1.0any other clause or to the second paragraph of this Section, if provided that the Company would be permitted to Incur such proposed incurrence item of Indebtedness (or such portion thereof) pursuant to such other clause or the second paragraph of this Section 4.12, as the case may be, at such time of reclassification. Indebtedness of any Person that is not a Restricted Subsidiary of the Company (or that is a Non-Recourse Restricted Subsidiary designated to be consummated thereaftera Restricted Subsidiary, but no longer a Non-Recourse Restricted Subsidiary), which Indebtedness is outstanding at the time such Person becomes such a Restricted Subsidiary of the Company or is merged with or into or consolidated with the Company or a Restricted Subsidiary of the Company shall be deemed to have been Incurred, as the case may be, at the time such Person becomes such a Restricted Subsidiary of the Company, or is merged with or into or consolidated with the Company or a Restricted Subsidiary of the Company.

Limitation on Incurrence of Additional Indebtedness. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, Incur, directly or indirectly, create, incur, assume, guarantee, acquire, become liable with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, however, that the Company, SCI LLC or any Guarantor may Incur Indebtedness if no Default or Event on the date of Default shall have occurred such Incurrence and after giving effect thereto, the Consolidated Coverage Ratio would be continuing at greater than 2.25:1. (b) Notwithstanding Section 4.03(a), the time of or as a consequence Company and, to the extent specified, its Restricted Subsidiaries may Incur the following Indebtedness (collectively, the "Permitted Debt"): (i) Bank Indebtedness of the incurrence Company, SCI LLC or any Guarantor, any Receivables Facility, any Indebtedness of the Company, SCI LLC or any Guarantor under any First-Lien Credit Facilities and any Additional Notes in an aggregate principal amount not to exceed $732.2 million less the lesser of (A) the sum of, without duplication, (x) the aggregate amount of all prepayments of principal applied to permanently reduce any such Indebtedness and (y) the aggregate net cash proceeds received by the Company from the issuance of the Original Notes (excluding any Additional Notes Incurred pursuant to this clause (i) of this paragraph (b)) outstanding and (B) $332.2 million; (ii) Indebtedness in respect of a Receivables Facility in an aggregate principal amount not to exceed the lesser of (1) the amount of all prepayments of principal applied to permanently reduce Indebtedness under Section 4.03(b)(i) and (2) $100.0 million; (iii) Indebtedness of the Company owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Company or any other Restricted Subsidiary; provided, however, that (1) any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the issuer thereof, (2) if the Company or SCI LLC is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes and (3) if a Guarantor is the obligor, such Indebtedness is subordinated in right of payment to the Note Guarantee of such Guarantor; (iv) Indebtedness represented by the Senior Secured Notes due 2008, the Guarantees of the Senior Secured Notes due 2008, the Senior Subordinated Notes, the Guarantees of the Senior Subordinated Notes, the Junior Subordinated Note, the Notes (not including any Additional Notes), the Note Guarantees, the Exchange Notes, Guarantees of the Exchange Notes and any replacement Notes issued pursuant to this Indenture; (v) Indebtedness outstanding on the Closing Date (other than the Indebtedness described in clause (ii), (iii) or (iv) of this Section 4.03(b)); (vi) Indebtedness consisting of Refinancing Indebtedness Incurred in respect of any Indebtedness described in Section 4.03(a) and in clauses (iv), (v), (vi), (vii), (x) and (xiii) of this Section 4.03(b); (vii) Indebtedness consisting of Guarantees of (1) any Indebtedness permitted under Section 4.03(a), so long as the Person providing the Guarantee is a Guarantor or (2) any Indebtedness permitted under this Section 4.03(b); (viii) Indebtedness of the Company or any of its Restricted Subsidiaries in respect of worker's compensation claims, self-insurance obligations, performance bonds, bankers' acceptances, letters of credit, surety, appeal or similar bonds and completion guarantees provided by the Company and the Restricted Subsidiaries in the ordinary course of their business; provided, however, that upon the drawing of letters of credit for reimbursement obligations, including with respect to workers' compensation claims, or the Incurrence of other Indebtedness with respect to reimbursement type obligations regarding workers' compensation claims, such obligations are reimbursed within 30 days following such drawing or Incurrence; (ix) Indebtedness under Interest Rate Agreements and Currency Agreements entered into for bona fide hedging purposes of the Company in the ordinary course of business; (x) Purchase Money Indebtedness, mortgage financings and Capitalized Lease Obligations, in each case Incurred by the Company, SCI LLC or any Restricted Subsidiary for the purpose of financing all or any part of the purchase price or cost of construction improvement of property, plant or equipment used in a Permitted Business, and in an aggregate principal amount not in excess of $25.0 million at any one time outstanding. (xi) Indebtedness of the Company or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five business days of Incurrence; (xii) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the disposition of any business, assets or Capital Stock of the Company or any Restricted Subsidiary; provided that (1) the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Company and its Subsidiaries in connection with such disposition and (2) such Indebtedness is not reflected in the balance sheet of the Company or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (2)); (xiii) Indebtedness of the Company or any of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Acquired Debt in an aggregate principal amount at any time outstanding not to exceed $25.0 million; and (xiv) Indebtedness (including, without limitation, Acquired Indebtednessother than Indebtedness permitted to be Incurred pursuant to Section 4.03(a) and or any other clause of Section 4.03(b)) of the Company or any Restricted Subsidiary of the Company that is not in an aggregate principal amount (or will notaccreted value, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case if as applicable) on the date of Incurrence that, when added to all other Indebtedness Incurred pursuant to this clause (xiv) and then outstanding, shall not exceed $50.0 million, of which up to $25.0 million may be Incurred by Restricted Subsidiaries that are not Guarantors. (c) Notwithstanding the incurrence foregoing, neither the Company nor SCI LLC shall Incur any Indebtedness pursuant to Section 4.03(b) above if the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Indebtedness of such Indebtedness, after giving effect Person in reliance on Section 4.04(b)(ii) unless such Indebtedness shall be subordinated to the incurrence thereofNotes to at least the same extent as such Subordinated Indebtedness. (d) Notwithstanding any other provision of this Section 4.03, the Consolidated Fixed Charge Coverage Ratio maximum amount of Indebtedness that the Company is at least equal or any Restricted Subsidiary may Incur pursuant to this Section 4.03 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.03, (i) 2.0 Indebtedness Incurred pursuant to 1.0, if such proposed incurrence is to be consummated on or the Credit Agreement prior to October 15, 2004or on the Closing Date shall be treated as Incurred pursuant to Section 4.03(b)(i), (ii) 2.25 Indebtedness permitted by this Section 4.03 need not be permitted solely by reference to 1.0one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.03 permitting such Indebtedness, if such proposed incurrence is to be consummated on or prior to October 15, 2005 and (iii) 2.5 in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in this Section 4.03, the Company, in its sole discretion, shall classify such Indebtedness and only be required to 1.0include the amount of such Indebtedness in one of such clauses and (iv) the aggregate amount of any Indebtedness Guaranteed pursuant to Section 4.03(b)(vii) will be included in the calculation of Indebtedness, but the corresponding amount of the Guarantee will not be so included. (e) Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness for purposes of this Section 4.03. (f) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that (i) the U.S. dollar-equivalent principal amount of any such Indebtedness outstanding or committed on the Closing Date shall be calculated based on the relevant currency exchange rate in effect on the Issue Date, and (ii) if such Indebtedness is Incurred to Refinance other Indebtedness denominated in a foreign currency, and such Refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such Refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced. The principal amount of any Indebtedness Incurred to Refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being Refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such proposed incurrence respective Indebtedness is denominated that is in effect on the date of such Refinancing. (g) The Company will not, and will not permit SCI LLC to, make any amendment to be consummated thereafterthe Senior Secured Notes due 2008, the Senior Subordinated Notes or the Junior Subordinated Note which (i) makes either the Senior Subordinated Notes or the Junior Subordinated Note subordinated in right of payment to the Notes to a lesser extent than on the Closing Date or (ii) results or could result in any cash payment of principal, premium or interest in respect of any of the Senior Secured Notes due 2008, the Senior Subordinated Notes or the Junior Subordinated Note becoming due at any time prior to the date such payment would have been required in accordance with the terms of each of the Senior Secured Notes due 2008, the Senior Subordinated Notes or the Junior Subordinated Note as in effect on the Closing Date.

Limitation on Incurrence of Additional Indebtedness. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness ----- (other than Permitted Indebtedness); provided, however, that if no Default or -------- ------- Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company or any of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company that is not or and will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least equal greater than 2.25 to (i) 2.0 to 1.0, 1.0 if such proposed incurrence is to be consummated on or prior to October 15November 1, 2004, (ii) 2.25 2000 and 2.5 to 1.0, 1.0 if such proposed incurrence is to be consummated on or prior to October 15, 2005 and (iii) 2.5 to 1.0, if such proposed incurrence is to be consummated thereafter.. -52-

Limitation on Incurrence of Additional Indebtedness. The Company will (a) Issuer shall not, and will shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable with respect to, or otherwise become responsible for payment of (collectively, "incur") incur any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any 56 -49- such Indebtedness, the Company or any of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor Issuer may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company that is not or will not, upon such incurrence, become a Guarantor Subsidiaries may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least equal to greater than (i) 2.0 to 1.0, 1.0 if such proposed incurrence is to be consummated occurs on or prior to October 15, 2004, the third anniversary of the Issue Date and (ii) 2.25 to 1.0, 1.0 if such proposed incurrence is occurs thereafter. (b) Notwithstanding the foregoing, Issuer shall not, and shall not permit any Guarantor to, incur any Indebtedness that purports to be consummated on by its terms (or prior by the terms of any agreement or instrument governing such Indebtedness) subordinated to October 15any other Indebtedness of Issuer or of such Guarantor, 2005 and as the case may be, unless such Indebtedness is also by its terms (iiior by the terms of the agreement or instrument governing such Indebtedness) 2.5 made expressly subordinated to 1.0the Notes or the Guarantee of such Guarantor, if as applicable, to at least the same extent as such proposed incurrence Indebtedness is subordinated to be consummated thereaftersuch other Indebtedness of Issuer or such Guarantor, as applicable.

Limitation on Incurrence of Additional Indebtedness. The Company will not, and will not permit any of its the Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee, acquire, become liable liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "“incur"”) any Indebtedness (other than Permitted Indebtedness); provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, Indebtedness the Company or and any of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor Subsidiary may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company that is not or will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving pro forma effect to the incurrence and the application of the proceeds thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least equal would be greater than 2.0 to 1.0; provided, further, that the aggregate principal amount of Indebtedness (including, without limitation, Acquired Indebtedness) incurred pursuant to this Section 407(a) by Restricted Subsidiaries that are not Guarantors shall not exceed, together with the amount of Acquired Indebtedness incurred by Restricted Subsidiaries that are not Guarantors pursuant to clause (18) of the definition of “Permitted Indebtedness”, the greater of (i) 2.0 to 1.0, if such proposed incurrence is to be consummated on or prior to October 15, 2004, $230.0 million and (ii) 2.25 to 1.0, if such proposed incurrence is to be consummated on or prior to October 15, 2005 and (iii) 2.5 to 1.0, if such proposed incurrence is to be consummated thereafter7.5% of Consolidated Net Tangible Assets at the time of incurrence.

Limitation on Incurrence of Additional Indebtedness. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness ----- (other than Permitted Indebtedness); provided, however, that if no Default or -------- ------- Event of Default shall have occurred and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company or any of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company that is not or and will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least equal greater than 2.25 to (i) 2.0 to 1.0, 1.0 if such proposed incurrence is to be consummated on or prior to October 15November 1, 2004, (ii) 2.25 to 1.0, 2000 and 2.5 and 1.0 if such proposed incurrence is to be consummated on or prior to October 15, 2005 and (iii) 2.5 to 1.0, if such proposed incurrence is to be consummated thereafter.

Limitation on Incurrence of Additional Indebtedness. The Prior to the Effective Date, the Company will shall not incur any Indebtedness except the following: (1) the Securities in an aggregate principal amount not to exceed $155.0 million; and (2) Indebtedness of the Company that is not secured by a Lien on any assets, property or Capital Stock owned by the Company or any of its Subsidiaries, the proceeds of which Indebtedness are used solely for deposit (or the purchase of marketable direct obligations issued by the United States Government to be deposited) with the Escrow Agent in an amount not to exceed the amount necessary, together with net proceeds to the Company of the issuance of the Securities, to enable the Company to make the Initial Deposit. From and after the Effective Date, the Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); ----- provided, however, that if no Default or Event of Default shall have occurred -------- ------- and be continuing at the time of or as a consequence of the incurrence of any such Indebtedness, the Company or any of its Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary of the Company that is not or will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Fixed Charge Coverage Ratio of the Company is at least equal to (i) greater than 2.0 to 1.0, 1.0 if such proposed incurrence is to be consummated on or prior to October 151, 2004, (ii) 2001 and 2.25 to 1.0, if 1.0 of such proposed incurrence incurrences is to be consummated on or prior to October 15, 2005 and (iii) 2.5 to 1.0, if such proposed incurrence is to be consummated thereafter.