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

Limitation on Incurrence of Additional Indebtedness. (1) IRSA will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness, including Acquired Indebtedness, except that IRSA and any Restricted Subsidiary may Incur Indebtedness, including Acquired Indebtedness, if, at the time of and immediately after giving pro forma effect to the Incurrence thereof and the application of the proceeds therefrom, (a) with respect to the Incurrence of all such Indebtedness the Consolidated Interest Coverage Ratio of IRSA is greater than 1.75 to 1; and (b) with respect to the Incurrence of Secured Debt of IRSA and Indebtedness of Restricted Subsidiaries, immediately after giving pro forma effect to the Incurrence thereof, the aggregate principal amount of all outstanding Secured Debt of IRSA plus the aggregate principal amount of all Indebtedness of its Restricted Subsidiaries on a consolidated basis is less than 30% of Consolidated Tangible Assets of IRSA, in each case calculated as of the end of the most recent fiscal quarter ending prior to the date of such Incurrence; provided that notwithstanding the foregoing, if IRSA or any Restricted Subsidiary Incurs Purchase Money Indebtedness and, immediately after giving pro forma effect to the Incurrence thereof and the application of the proceeds therefrom, the Consolidated Interest Coverage Ratio of IRSA is greater than 2.25 to 1.0, calculated as of the end of the most recent fiscal quarter ending prior to the date of such Incurrence, such Purchase Money Indebtedness and the purchased assets securing such Purchase Money Indebtedness shall not be included at any time in the calculation of Secured Debt or Consolidated Tangible Assets for the purpose of this clause (b). (2) Notwithstanding clause (1) above, IRSA and its Restricted Subsidiaries, as applicable, may Incur the following Indebtedness (“Permitted Indebtedness”):

Limitation on Incurrence of Additional Indebtedness. (1a) IRSA The Borrower will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness, including Acquired Indebtedness, except that IRSA and without duplication, or permit any Restricted Subsidiary to Incur Preferred Stock, except that: (i) the Borrower, any Guarantor or a Permitted Joint Venture (other than Comegua and its Subsidiaries) may Incur Indebtedness, including Acquired Indebtedness, if, at the time of and immediately after giving pro forma effect to the Incurrence thereof and the application of the proceeds therefrom, (a) with respect to the Incurrence of all such Indebtedness the Consolidated Interest Fixed Charge Coverage Ratio of IRSA the Borrower is greater than 1.75 (x) 2.50 to 1; 1.00, if such Indebtedness is Incurred on or prior to July 23, 2006, (y) 2.75 to 1.00 if such Indebtedness is Incurred after July 23, 2006 but on or prior to July 23, 2008, and (bz) with respect 3.00 to 1.00 if such Indebtedness is Incurred after July 23, 2008; or (ii) Comegua and its Subsidiaries may Incur Indebtedness, including Acquired Indebtedness, if, at the Incurrence time of Secured Debt of IRSA and Indebtedness of Restricted Subsidiaries, immediately after giving pro forma effect to the Incurrence thereof, the aggregate principal amount of all outstanding Secured Debt of IRSA plus the aggregate principal amount of all Indebtedness of its Restricted Subsidiaries on a consolidated basis is less than 30% of Consolidated Tangible Assets of IRSA, in each case calculated as of the end of the most recent fiscal quarter ending prior to the date of such Incurrence; provided that notwithstanding the foregoing, if IRSA or any Restricted Subsidiary Incurs Purchase Money Indebtedness and, immediately after giving pro forma effect to the Incurrence thereof and the application of the proceeds therefrom, the Consolidated Interest Fixed Charge Coverage Ratio of IRSA Comegua is greater than 2.25 (x) 2.50 to 1.01.00, calculated as of the end of the most recent fiscal quarter ending if such Indebtedness is Incurred on or prior to the date of July 23, 2006, (y) 2.75 to 1.00 if such IncurrenceIndebtedness is Incurred after July 23, 2006 but on or prior to July 23, 2008, and (z) 3.00 to 1.00 if such Purchase Money Indebtedness and the purchased assets securing such Purchase Money Indebtedness shall not be included at any time in the calculation of Secured Debt or Consolidated Tangible Assets for the purpose of this clause (b)is Incurred after July 23, 2008. (2b) Notwithstanding clause (1a) above, IRSA the Borrower and its Restricted Subsidiaries, as applicable, may Incur the following Indebtedness Indebtedness, including Acquired Indebtedness, if applicable (“Permitted Indebtedness”): (i) Indebtedness of the Borrower in respect of the Existing Senior Notes not to exceed an amount equal to (A) the lesser of (i) $250 million and (ii) $400 million minus the aggregate principal amount of all Senior Credit Facilities at any one time outstanding, minus (B) the sum of (x) the aggregate principal amount of any Indebtedness incurred to refinance the Existing Senior Notes pursuant to (xi)(B) below at any one time outstanding and (y) the amount of all permanent repayments, redemptions, repurchases or reductions of commitments, as applicable, in respect of the Existing Senior Notes and the Senior Credit Facilities made with the Net Cash Proceeds of an Asset Sale, a Collateral Asset Sale or Event of Loss in order to comply with Section 3.9 of the Existing Senior Note Indenture; (ii) Indebtedness Incurred by the Borrower and any Guarantor under any Senior Credit Facilities (including Indebtedness under the Loan Documents and any other Indebtedness deemed to be a Senior Credit Facility after the date hereof) in an aggregate principal amount at any one time outstanding not to exceed an amount equal to (A) $400 million minus the aggregate principal amount of the Existing Senior Notes at any one time outstanding, minus (B) the sum of (x) the aggregate principal amount of any Indebtedness incurred to refinance the Existing Senior Notes pursuant to (xi)(B) below at any one time outstanding and (y) the amount of all permanent repayments, redemptions, repurchases or reductions of commitments, as applicable, in respect of the Existing Senior Notes and the Senior Credit Facilities made with the Net Cash Proceeds of an Asset Sale, a Collateral Asset Sale or Event of Loss in order to comply with Section 3.9 of the Existing Senior Note Indenture; (iii) Indebtedness of the Borrower or any Guarantor to Vitro or SOFIVSA, in an aggregate principal amount not to exceed $400 million at any one time outstanding, minus any amounts outstanding at any one time under the Senior Credit Facilities; (iv) Indebtedness of the Borrower or any Guarantor in respect of a Qualified Receivables Transaction; (v) Indebtedness of the Borrower or any Guarantor Incurred for working capital needs, to fund capital expenditures and to make interest payments, in each case in the ordinary course of business, in an aggregate principal amount not to exceed $75 million at any one time outstanding; (vi) Indebtedness of the Borrower and its Restricted Subsidiaries outstanding on the Original Effective Date; (vii) Hedging Obligations entered into by the Borrower and its Restricted Subsidiaries in the ordinary course of business and not for speculative purposes; (viii) intercompany Indebtedness or Preferred Stock between the Borrower and any Restricted Subsidiary or between any Restricted Subsidiaries; provided that in the event that at any time any such Indebtedness ceases to be held by the Borrower or a Restricted Subsidiary, such Indebtedness will be deemed to be Incurred and not permitted by this clause (viii) at the time such event occurs; (ix) Indebtedness of the Borrower 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 (including daylight overdrafts paid in full by the close of business on the day such overdraft was Incurred) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of Incurrence; (x) Indebtedness of the Borrower or any of its Restricted Subsidiaries represented by bankers’ acceptances, surety or appeal bonds, letters of credit, performance bonds or similar instruments for the account of the Borrower or any Restricted Subsidiary, as the case may be, in order to provide security for workers’ compensation claims, payment obligations in connection with self insurance or similar requirements in the ordinary course of business; (xi) Refinancing Indebtedness in respect of: (A) Indebtedness (other than Indebtedness owed to the Borrower or any Subsidiary) Incurred pursuant to clause (a) above (it being understood that no Indebtedness outstanding on the Original Effective Date is Incurred pursuant to such clause (a) above), or (B) Indebtedness Incurred pursuant to clauses (i), (vi) or (xii) or this clause (xi) of this definition of “Permitted Indebtedness”; (xii) Acquired Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by the Borrower (other than Acquired Indebtedness Incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Borrower); provided, however, that on the date of such acquisition and after giving pro forma effect to the Incurrence of such Acquired Indebtedness, the Borrower (or in the case of Acquired Indebtedness of a Subsidiary of Comegua, Comegua) would have been able to Incur at least $1.00 of additional Indebtedness pursuant to clause (a) above; (xiii) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees, letters of credit, escrows or other similar instruments securing the obligations of the Borrower or any Restricted Subsidiary pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary, in a principal amount not to exceed the sale price (including the assumption of Indebtedness) in connection with such disposition; (xiv) Indebtedness with respect to bankers’ acceptances, surety or appeal bonds, letters of credit, performance bonds or similar instruments securing obligations entered into in the ordinary course of business of the Borrower and its Restricted Subsidiaries to the extent such letters of credit, performance bonds or similar instruments are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit, performance bonds or similar instrument;

Limitation on Incurrence of Additional Indebtedness. (1) IRSA The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness, including Acquired Indebtedness, except that IRSA and without duplication, or permit any Restricted Subsidiary to Incur Preferred Stock, except that: (a) the Issuer, any Note Guarantor or a Permitted Joint Venture (other than Comegua and its Subsidiaries) may Incur Indebtedness, including Acquired Indebtedness, if, at the time of and immediately after giving pro forma effect to the Incurrence thereof and the application of the proceeds therefrom, (a) with respect to the Incurrence of all such Indebtedness the Consolidated Interest Fixed Charge Coverage Ratio of IRSA the Issuer is greater than 1.75 (i) 2.50 to 1; 1.00, if such Indebtedness is Incurred on or prior to the second anniversary of the Issue Date, (ii) 2.75 to 1.00 if such Indebtedness is Incurred after the second anniversary of the Issue Date but on or prior to the fourth anniversary of the Issue Date, and (iii) 3.00 to 1.00 if such Indebtedness if Incurred after the fourth anniversary of the Issue Date, or (b) with respect to Comegua and its Subsidiaries may Incur Indebtedness, including Acquired Indebtedness, if, at the Incurrence time of Secured Debt of IRSA and Indebtedness of Restricted Subsidiaries, immediately after giving pro forma effect to the Incurrence thereof, the aggregate principal amount of all outstanding Secured Debt of IRSA plus the aggregate principal amount of all Indebtedness of its Restricted Subsidiaries on a consolidated basis is less than 30% of Consolidated Tangible Assets of IRSA, in each case calculated as of the end of the most recent fiscal quarter ending prior to the date of such Incurrence; provided that notwithstanding the foregoing, if IRSA or any Restricted Subsidiary Incurs Purchase Money Indebtedness and, immediately after giving pro forma effect to the Incurrence thereof and the application of the proceeds therefrom, the Consolidated Interest Fixed Charge Coverage Ratio of IRSA Comegua is greater than 2.25 (i) 2.50 to 1.01.00, calculated as of the end of the most recent fiscal quarter ending if such Indebtedness is Incurred on or prior to the date second anniversary of the Issue Date, (ii) 2.75 to 1.00 if such IncurrenceIndebtedness is Incurred after the second anniversary of the Issue Date but on or prior to the fourth anniversary of the Issue Date, and (iii) 3.00 to 1.00 if such Purchase Money Indebtedness and if Incurred after the purchased assets securing such Purchase Money Indebtedness shall not be included at any time in fourth anniversary of the calculation of Secured Debt or Consolidated Tangible Assets for the purpose of this clause (b)Issue Date. (2) Notwithstanding clause (1) above, IRSA the Issuer and its Restricted Subsidiaries, as applicable, may Incur the following Indebtedness Indebtedness, including Acquired Indebtedness, if applicable (“Permitted Indebtedness”): (a) Indebtedness of the Issuer in respect of the Notes not to exceed an amount equal to (A) the lesser of (i) $250 million and (ii) $400 million minus the aggregate principal amount of all Senior Credit Facilities at any one time outstanding, minus (B) the sum of (x) the aggregate principal amount of any Indebtedness incurred to refinance the Notes pursuant to (k)(ii) below at any one time outstanding and (y) the amount of all permanent repayments, redemptions, repurchases or reductions of commitments, as applicable, in respect of the Notes and the Senior Credit Facilities made with the Net Cash Proceeds of an Asset Sale, a Collateral Asset Sale or Event of Loss in order to comply with Section 3.9; (b) Indebtedness Incurred by the Issuer and any Note Guarantor pursuant to any Senior Credit Facilities in an aggregate principal amount at any one time outstanding not to exceed an amount equal to (A) $400 million minus the aggregate principal amount of the Notes at any one time outstanding, minus (B) the sum of (x) the aggregate principal amount of any Indebtedness incurred to refinance the Notes pursuant to (k)(ii) below at any one time outstanding and (y) the amount of all permanent repayments, redemptions, repurchases or reductions of commitments, as applicable, in respect of the Notes and the Senior Credit Facilities made with the Net Cash Proceeds of an Asset Sale, a Collateral Asset Sale or Event of Loss in order to comply with Section 3.9; (c) Indebtedness of the Issuer or any Note Guarantor to Vitro or SOFIVSA, in an aggregate principal amount not to exceed $400 million at any one time outstanding, minus any amounts outstanding at any one time under the Senior Credit Facilities; (d) Indebtedness of the Issuer or any Note Guarantor in respect of a Qualified Receivables Transaction; (e) Indebtedness of the Issuer or any Note Guarantor Incurred for working capital needs, to fund capital expenditures and to make interest payments, in each case in the ordinary course of business, in an aggregate principal amount not to exceed $75 million at any one time outstanding; (f) Indebtedness of the Issuer and its Restricted Subsidiaries outstanding on the Issue Date; (g) Hedging Obligations entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business and not for speculative purposes; (h) intercompany Indebtedness or Preferred Stock between the Issuer and any Restricted Subsidiary or between any Restricted Subsidiaries; provided that in the event that at any time any such Indebtedness ceases to be held by the Issuer or a Restricted Subsidiary, such Indebtedness will be deemed to be Incurred and not permitted by this clause (h) at the time such event occurs; (i) Indebtedness of the Issuer 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 (including daylight overdrafts paid in full by the close of business on the day such overdraft was Incurred) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of Incurrence; (j) Indebtedness of the Issuer or any of its Restricted Subsidiaries represented by bankers’ acceptances, surety or appeal bonds, letters of credit, performance bonds or similar instruments for the account of the Issuer or any Restricted Subsidiary, as the case may be, in order to provide security for workers’ compensation claims, payment obligations in connection with self-insurance or similar requirements in the ordinary course of business; (k) Refinancing Indebtedness in respect of: (i) Indebtedness (other than Indebtedness owed to the Issuer or any Subsidiary) Incurred pursuant to clause (1) above (it being understood that no Indebtedness outstanding on the Issue Date is Incurred pursuant to such clause (1) above), or (ii) Indebtedness Incurred pursuant to clauses (a), (f) or (l) or this clause (k) of this definition of “Permitted Indebtedness”; (l) Acquired Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by the Issuer (other than Acquired Indebtedness Incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Issuer); provided, however, that on the date of such acquisition and after giving pro forma effect to the Incurrence of such Acquired Indebtedness, the Issuer (or in the case of Acquired Indebtedness of a Subsidiary of Comegua, Comegua) would have been able to Incur at least $1.00 of additional Indebtedness pursuant to clause (1) above; (m) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees, letters of credit, escrows or other similar instruments securing the obligations of the Issuer or any Restricted Subsidiary pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary, in a principal amount not to exceed the sale price (including the assumption of Indebtedness) in connection with such disposition; (n) Indebtedness with respect to bankers’ acceptances, surety or appeal bonds, letters of credit, performance bonds or similar instruments securing obligations entered into in the ordinary course of business of the Issuer and its Restricted Subsidiaries to the extent such letters of credit, performance bonds or similar instruments are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit, performance bonds or similar instrument;

Limitation on Incurrence of Additional Indebtedness. (1a) IRSA will The Company shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, Incur issue, incur, assume, guarantee, become liable, contingently or otherwise, with respect to or otherwise become responsible for the payment of (collectively, "INCUR") any Indebtedness (other than Permitted Indebtedness); provided, including Acquired Indebtednesshowever, except that IRSA if no Default or Event of Default shall have occurred and any Restricted Subsidiary may Incur Indebtedness, including Acquired Indebtedness, if, be continuing at the time or as a consequence of and immediately the incurrence of such Indebtedness, the Company or its Restricted Subsidiaries may incur Indebtedness if, on a pro forma basis, after giving pro forma effect to the Incurrence thereof such incurrence and the application of the proceeds therefrom, both of the following tests shall have been satisfied: (ai) with respect to the Incurrence of all such Indebtedness the Consolidated Interest Coverage Ratio for the last four fiscal quarter Reference Period immediately preceding the incurrence of IRSA such Indebtedness is greater than 1.75 at least (a) 2.25-to-1.0 with respect to 1; and any date of incurrence of additional Indebtedness occurring on or before the first anniversary date of the Issue Date, (b) 2.50-to-1.0 with respect to any date of incurrence of additional Indebtedness occurring after the Incurrence first anniversary date of Secured Debt the Issue Date and on or before October 1, 2000, or (c) 2.75-to-1.0 with respect to any date of IRSA incurrence of additional Indebtedness occurring after October 1, 2000 and (ii) Adjusted Consolidated Net Tangible Assets would have been equal to or greater than 150% of Indebtedness of the Company and its Restricted Subsidiaries. (b) Notwithstanding the foregoing, immediately after giving pro forma effect to if no Default or Event of Default shall have occurred and be continuing at the Incurrence thereoftime or as a consequence of the incurrence of such Indebtedness, the aggregate principal amount Company and its Restricted Subsidiaries may incur Permitted Indebtedness. For the avoidance of all outstanding Secured Debt of IRSA plus doubt, neither the aggregate principal amount of all Indebtedness Company nor any of its Restricted Subsidiaries on may incur Permitted Indebtedness if a consolidated basis Default or Event of Default shall have occurred and is less than 30% of Consolidated Tangible Assets of IRSA, in each case calculated then continuing or as a consequence of the end of the most recent fiscal quarter ending prior to the date incurrence of such Incurrence; provided that notwithstanding the foregoingIndebtedness, if IRSA a Default or any Restricted Subsidiary Incurs Purchase Money Indebtedness and, immediately after giving pro forma effect to the Incurrence thereof and the application Event of the proceeds therefrom, the Consolidated Interest Coverage Ratio of IRSA is greater than 2.25 to 1.0, calculated as of the end of the most recent fiscal quarter ending prior to the date of such Incurrence, such Purchase Money Indebtedness and the purchased assets securing such Purchase Money Indebtedness shall not be included at any time in the calculation of Secured Debt or Consolidated Tangible Assets for the purpose of this clause (b)Default occurs. (2c) Any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary. (d) Notwithstanding clause (1) abovethe preceding paragraphs of this Section 4.9, IRSA no Restricted Subsidiary that is not already a Guarantor shall, directly or indirectly, incur Indebtedness on its behalf or Indebtedness with respect to any Indebtedness of the Company or any other Restricted Subsidiary unless such Restricted Subsidiary, the Company and its the Trustee execute and deliver a supplemental indenture to evidence such Restricted Subsidiaries, Subsidiary's Guarantee of the Securities and such Restricted Subsidiary and the Company execute and deliver or cause to be executed and delivered such other instruments and actions required in connection therewith as applicable, may Incur the following Indebtedness (“Permitted Indebtedness”):provided in this Indenture.

Limitation on Incurrence of Additional Indebtedness. (1a) IRSA The Company will not, and will not cause or permit any of its Restricted Subsidiaries toSubsidiaries, directly or indirectly, Incur to issue, incur, assume, guarantee, become liable, contingently or otherwise, with respect to or otherwise become responsible for the payment of (collectively, "incur") any Indebtedness (other than Permitted Indebtedness); provided, including Acquired Indebtednesshowever, except that IRSA if no Default or Event of Default shall have occurred and any Restricted Subsidiary may Incur Indebtedness, including Acquired Indebtedness, if, be continuing at the time or as a consequence of and immediately the incurrence of such Indebtedness, the Company or its Subsidiaries that are Guarantors may incur Indebtedness if, on a pro forma basis, after giving pro forma effect to the Incurrence thereof such incurrence and the application of the proceeds therefrom, both of the following tests shall have been satisfied: (ai) with respect to the Incurrence of all such Indebtedness the Consolidated Interest Coverage Ratio for the Reference Period immediately preceding the incurrence of IRSA such Indebtedness is greater than 1.75 at least (a) 2.5-to-1.0 with respect to any date of incurrence of additional Indebtedness occurring on or before September 1; and , 1998 or (b) 3.0-to-1.0 with respect to the Incurrence any date of Secured Debt incurrence of IRSA additional Indebtedness occurring after September 1, 1998 and (ii) Adjusted Consolidated Net Tangible Assets would have been equal to or greater than (A) 125% of Indebtedness of Restricted Subsidiariesthe Company and its Subsidiaries on or before September 1, immediately after giving pro forma effect to the Incurrence thereof1998, the aggregate principal amount (B) 150% of all outstanding Secured Debt of IRSA plus the aggregate principal amount of all Indebtedness of the Company and its Restricted Subsidiaries after September 1, 1998 and on a consolidated basis is less than 30or before September 1, 2001 and (C) 175% of Consolidated Tangible Assets of IRSA, in each case calculated as Indebtedness of the end of the most recent fiscal quarter ending prior to the date of such Incurrence; provided that notwithstanding Company and its Subsidiaries after September 1, 2001. (b) Notwithstanding the foregoing, if IRSA no Default or any Restricted Subsidiary Incurs Purchase Money Indebtedness and, immediately after giving pro forma effect to Event of Default shall have occurred and be continuing at the Incurrence thereof and the application time or as a consequence of the proceeds therefromincurrence of such Indebtedness, the Consolidated Interest Coverage Ratio of IRSA is greater than 2.25 to 1.0, calculated as of the end of the most recent fiscal quarter ending prior to the date of such Incurrence, such Purchase Money Indebtedness Company and the purchased assets securing such Purchase Money Indebtedness shall not be included at any time in the calculation of Secured Debt or Consolidated Tangible Assets for the purpose of this clause (b)its Subsidiaries that are Guarantors may incur Permitted Indebtedness. (2c) Notwithstanding clause Any Indebtedness of a Person existing at the time such Person becomes a Subsidiary (1whether by merger, consolidation, acquisition or otherwise) above, IRSA and its Restricted Subsidiaries, as applicable, may Incur shall be deemed to be incurred by such Subsidiary at the following Indebtedness (“Permitted Indebtedness”):time it becomes a Subsidiary.

Limitation on Incurrence of Additional Indebtedness. (1a) IRSA The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness, including Acquired Indebtedness, or cause or permit any Restricted Subsidiary to issue Preferred Stock, except that IRSA the Company and any Restricted Subsidiary may Incur Indebtedness, including Acquired Indebtedness, and a Restricted Subsidiary may issue Preferred Stock, if, at the time of and immediately after giving pro forma effect to the Incurrence thereof and the application of the net proceeds therefrom, (aA) with respect to the Incurrence no Event of all such Indebtedness Default has occurred and is continuing or would be caused thereby and (B) the Consolidated Interest Coverage Leverage Ratio of IRSA the Company for the Four Quarter Period is not greater than 1.75 (i) 4.75 to 1; 1.00 for the period starting from the Issue Date through and including the quarter ended December 31, 2021, (ii) 4.50 to 1.00 for the period starting from the quarter ended March 31, 2022 through and including the quarter ended December 31, 2022 and (iii) 4.25 to 1.00 for the period starting from the quarter ended March 31, 2023 and thereafter. (b) with respect to the Incurrence of Secured Debt of IRSA and Indebtedness of Restricted Subsidiaries, immediately after giving pro forma effect to the Incurrence thereof, the aggregate principal amount of all outstanding Secured Debt of IRSA plus the aggregate principal amount of all Indebtedness of its Restricted Subsidiaries on a consolidated basis is less than 30% of Consolidated Tangible Assets of IRSA, in each case calculated as of the end of the most recent fiscal quarter ending prior to the date of such Incurrence; provided that notwithstanding the foregoing, if IRSA or any Restricted Subsidiary Incurs Purchase Money Indebtedness and, immediately after giving pro forma effect to the Incurrence thereof and the application of the proceeds therefrom, the Consolidated Interest Coverage Ratio of IRSA is greater than 2.25 to 1.0, calculated as of the end of the most recent fiscal quarter ending prior to the date of such Incurrence, such Purchase Money Indebtedness and the purchased assets securing such Purchase Money Indebtedness shall not be included at any time in the calculation of Secured Debt or Consolidated Tangible Assets for the purpose of this clause Notwithstanding paragraph (b). (2) Notwithstanding clause (1a) above, IRSA the Company and its Restricted Subsidiaries, as applicable, at any time, may Incur the following Indebtedness (“Permitted Indebtedness”): (1) Indebtedness in respect of the Notes (including any Note Guarantee in respect thereof) (excluding Additional Notes); (2) Guarantees by the Company or any Restricted Subsidiary of Indebtedness of the Company or any Restricted Subsidiary permitted under this Indenture; provided that, if such Guarantee is made by a Restricted Subsidiary that is not a Note Guarantor, such Restricted Subsidiary would be permitted to Incur such Indebtedness as a primary obligor; provided further that, if any such Guarantee is of Subordinated Indebtedness, then the Note Guarantee of such Note Guarantor will be senior to such Note Guarantor’s Guarantee of such Subordinated Indebtedness; (3) Indebtedness Incurred (1) by the Company or any Note Guarantor or Excluded Entity pursuant to the Bank Credit Facility (including any Guarantees in respect thereof) and the issuance and creation of letters of credit and bankers’ acceptances thereunder, and (2) by the Company or any Restricted Subsidiary pursuant to one or more additional revolving credit facilities (including any Guarantees in respect thereof) permitted under the Bank Credit Facility, in an aggregate principal amount at any time outstanding not to exceed (A) $500.0 million plus (B) the greater of (x) 175.0% of LTM EBITDA and (y) $565.0 million, less the amount of any permanent repayments or reductions of commitments in respect of such Indebtedness made with the Net Cash Proceeds of an Asset Sale in order to comply with the provisions of Section 3.12; provided that the aggregate principal amount of Indebtedness Incurred under clause (3)(2) by Restricted Subsidiaries that are not Note Guarantors shall not exceed the greater of (x) $25.0 million and (y) 7.0% of LTM EBITDA; (4) other Indebtedness of the Company and its Restricted Subsidiaries outstanding on the Issue Date other than Indebtedness under the Bank Credit Facility or otherwise specified under any of the other clauses of this Section 3.8(b); (5) Indebtedness (A) in respect of performance, bid, completion, surety, appeal, judgment, advance payment, customs, VAT or other tax or guarantee or similar bonds provided by the Company or any Restricted Subsidiary in the ordinary course of business or (B) under Hedging Obligations entered into by the Company and its Restricted Subsidiaries in the ordinary course of business for bona fide hedging purposes; (6) (A) intercompany Indebtedness between the Company and any Restricted Subsidiary or between any Restricted Subsidiaries; provided that: (i) if the Company or any Note Guarantor is the obligor on any such Indebtedness owed to a Restricted Subsidiary that is not a Note Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full of all obligations under the Notes and this Indenture, in the case of the Company, or such Note Guarantor’s Note Guarantee, in the case of any such Note Guarantor, and (ii) in the event that at any time any such Indebtedness ceases to be held by the Company or a Restricted Subsidiary, such Indebtedness will be deemed to be Incurred and not permitted by this clause (6) at the time such event occurs; or

Limitation on Incurrence of Additional Indebtedness. (1) IRSA will The Company shall not, and will shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, Incur create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, including Acquired Indebtedness, except that IRSA and any Restricted Subsidiary may Incur Indebtedness, including Acquired Indebtedness, if, at the time of and immediately after giving pro forma effect to the Incurrence thereof and the application of the proceeds therefrom, except: (a) with respect the Indebtedness pursuant to this Agreement and the Incurrence of all such Indebtedness the Consolidated Interest Coverage Ratio of IRSA is greater than 1.75 to 1; and other Senior Subordinated Note Documents; (b) with respect Indebtedness and any guaranty obligations under the Senior Loan Documents in an aggregate principal amount not to exceed $618,250,000, plus an $85 million cushion (the Incurrence of Secured Debt of IRSA and “Cushion”) (which can be utilized under either the Senior Loan Documents or other Indebtedness of Restricted SubsidiariesBare Escentuals Beauty, immediately Inc. or its Subsidiaries so long as the aggregate principal amount thereof does not exceed $85 million), less the aggregate amount of all principal repayments and prepayments in respect of term loans and reductions of revolving loan commitments thereunder effected after giving pro forma effect to the Incurrence Closing Date (the “Senior Facilities Debt Cap Amount”) and refinancing or renewals thereof, provided that, (i) any such refinancing Indebtedness is in an aggregate principal amount not greater than the aggregate principal amount of all outstanding Secured Debt of IRSA the Indebtedness being renewed or refinanced, plus any unutilized Cushion (it being understood that any revolving loan commitments (whether drawn or undrawn) which have not been terminated or permanently reduced shall be included in determining the aggregate principal amount of all Indebtedness solely for the purposes of this Section 5.6(b)(i)), (ii) the final scheduled maturity date of the refinancing Indebtedness is on or before June 7, 2014, (iii) any such refinancing Indebtedness shall not shorten the weighted average life of the Indebtedness being refinanced by more then one year; (iv) any such refinancing Indebtedness shall not, prior to an event of default under the Senior Credit Agreements, add additional negative covenants, additional events of default or otherwise amend the negative covenants in a manner that, when taken as a whole, make the negative covenants and events of default under such refinancing Indebtedness materially more restrictive than the negative covenants and events of default set forth in the Senior Credit Agreements on the date hereof; and (v) any such refinancing Indebtedness shall not increase the interest rate or the default interest rate applicable to the Senior Credit Agreements by more than two (2%) percent per annum above the highest interest rate or default interest rate, respectively, applicable to the Indebtedness incurred under the Senior Credit Agreements; provided however, that any failure by the Company or any of its Restricted Subsidiaries to comply with clauses (ii) through (v) shall not be deemed a Default or Event of Default hereunder but rather shall solely result in the Notes bearing interest at the Default Rate from the date of occurrence of the compliance failure and such interest shall accrue and be payable (through the issuance of PIK Notes or, to the extent permitted under the Senior Loan Documents, in cash) on a consolidated basis is less than 30% of Consolidated Tangible Assets of IRSAthe Interest Payment Dates and in full in cash on the Maturity Date, in each case calculated as in accordance with Section 1.1. (c) the following contingent obligations and, upon any matured obligations actually arising pursuant thereto, the Indebtedness corresponding to the contingent obligations so extinguished: (i) contingent obligations in respect of customary indemnification and purchase price adjustment obligations incurred in connection with a sales of assets; (ii) contingent obligations under guarantees in the ordinary course of business of the end obligations of the most recent fiscal quarter ending prior to the date suppliers, customers, franchisees and licensees of such IncurrenceSubsidiaries, in an aggregate amount not to exceed at any time $3,000,000; (iii) contingent obligations in respect of any Indebtedness or other obligations of such Subsidiaries not prohibited hereby; (iv) contingent obligations under take-or pay contracts in an aggregate amount not too exceed at any time $15,000,000; (v) contingent obligations under Interest Rate Protection Agreements permitted under the Senior Loan Documents; and (vi) any contingent obligations not otherwise described in this Section 5.6(c); provided that notwithstanding the foregoingmaximum aggregate liability, if IRSA contingent or otherwise, of the Company or such Subsidiaries in respect of all such contingent obligations shall at no time exceed $8,000,000; (d) Indebtedness in respect of Capital Leases or to finance the purchase price of equipment, fixtures, inventory and other similar property of the Company or such Subsidiaries aggregating not in excess of $30,000,000; (e) the Company and any of the Company’s Subsidiaries may become and remain liable with respect to Indebtedness to the Company or any Restricted Subsidiary Incurs Purchase Money Indebtedness and, immediately after giving pro forma effect to the Incurrence thereof and the application of the proceeds therefromCompany; (f) Indebtedness described in Schedule III annexed hereto, including any refinancings, refundings, renewals or extensions thereof (without any increase in the Consolidated Interest Coverage Ratio of IRSA is greater than 2.25 to 1.0, calculated as principal amount thereof or any shortening of the end maturity of any principal amount thereof); (g) any Subsidiaries of the most recent fiscal quarter ending prior Company that are organized outside of the United States of America, any state thereof or the District of Columbia may become and remain liable with respect to the date of such Incurrence, such Purchase Money additional Indebtedness to finance working capital and the purchased assets securing such Purchase Money Indebtedness shall otherwise in an aggregate principal amount not be included to exceed $22,500,000 at any time outstanding; (h) the Company may remain liable with respect to any promissory note issued in the calculation of Secured Debt or Consolidated Tangible Assets exchange for the purpose of this clause stock in transactions otherwise permitted by Section 5.3(b)(c); and (bi) Indebtedness not otherwise described above in an aggregate amount not to exceed any Cushion that has not otherwise been utilized under Section 5.6(b). (2) Notwithstanding clause (1) above, IRSA and its Restricted Subsidiaries, as applicable, may Incur the following Indebtedness (“Permitted Indebtedness”):

Limitation on Incurrence of Additional Indebtedness. (1) IRSA and Disqualified Capital Stock. Except as set forth below, the Company will ------------------------------- not, and the Company will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, Incur issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an acquisition, merger or consolidation), or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur," or, as appropriate, an "incurrence"), any Indebtedness, including Acquired Indebtedness, except that IRSA Indebtedness or any Disqualified Capital Stock from and any Restricted Subsidiary after the Issue Date. Notwithstanding the foregoing: (a) the Company and its Subsidiaries may Incur Indebtedness, including Acquired Indebtedness, if, incur Subordinated Indebtedness and Disqualified Capital Stock (i) if no Default or Event of Default shall have occurred and be continuing at the time of and immediately of, or would occur after giving effect on a pro forma basis to, such incurrence of Subordinated Indebtedness or Disqualified Capital Stock, (ii) in an aggregate principal amount of up to $30 million if, on the date of such incurrence (the "Incurrence Date"), the Consolidated Coverage Ratio of the Company for the Reference Period immediately preceding the Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Subordinated Indebtedness or Disqualified Capital Stock, would be at least 2.5 to 1, and (iii) in an aggregate principal amount of up to $50 million if, on the Incurrence Date, the Consolidated Coverage Ratio of the Company for the Reference Period immediately preceding such Incurrence Date, after giving effect on a pro forma basis to such incurrence of such Subordinated Indebtedness or Disqualified Capital Stock, would be at least 3.0 to 1; (b) the Company and its Subsidiaries may incur (i) Indebtedness evidenced by the Notes (including the issuance of Secondary Securities in lieu of cash interest payments pursuant to the Incurrence terms of this Indenture) and represented by this Indenture up to the amounts specified herein and therein as of the date hereof and thereof and (ii) Indebtedness evidenced by the application Contingent Notes and represented by the Contingent Notes Indenture up to the amounts specified therein as of the proceeds therefromdates thereof; (c) the Company and any Subsidiary may incur Permitted FF&E Financing in an aggregate principal amount of up to $25 million, (athe "FF&E Basket") during the period from the Issue Date until the third anniversary of the Casino Opening Date; on the third anniversary of the Casino Opening Date, the FF&E Basket shall increase by $2,000,000; and the FF&E Basket shall increase by an additional $2,000,000 on each subsequent anniversary of the Casino Opening Date; provided, however, that in each case the aggregate amount of Indebtedness incurred pursuant to this paragraph (c) (including any Indebtedness issued to refinance, replace or refund such Indebtedness) with respect to each item of FF&E shall not constitute more than 100% of the Incurrence cost to the Company and such Subsidiary of all such item of FF&E so purchased or leased; (d) the Company and any Subsidiary may incur Indebtedness the Consolidated Interest Coverage Ratio proceeds of IRSA is greater than 1.75 which are used for working capital pursuant to, or in respect of, the Revolving Loans in an aggregate amount outstanding at any time (including any Indebtedness issued to 1; refinance, replace or refund such Indebtedness) not to exceed $25 million; (e) the Company and any Subsidiary may incur (i) Non-recourse Indebtedness and (bii) with respect up to the Incurrence of Secured Debt of IRSA and Indebtedness of Restricted Subsidiaries, immediately after giving pro forma effect to the Incurrence thereof, the $50 million in aggregate principal amount of all outstanding Secured Debt of IRSA plus the aggregate principal amount of all Indebtedness of its Restricted Subsidiaries on a consolidated basis is less than 30% of Consolidated Tangible Assets of IRSASubordinated Indebtedness, in each case calculated as in respect of the end Project Cost of the most recent fiscal quarter ending prior to the date of such Incurrence; provided that notwithstanding the foregoing, if IRSA or any Restricted Subsidiary Incurs Purchase Money Indebtedness and, immediately after giving pro forma effect to the Incurrence thereof and the application of the proceeds therefrom, the Consolidated Interest Coverage Ratio of IRSA is greater than 2.25 to 1.0, calculated as of the end of the most recent fiscal quarter ending prior to the date of such Incurrence, such Purchase Money Indebtedness and the purchased assets securing such Purchase Money Indebtedness shall not be included at any time in the calculation of Secured Debt or Consolidated Tangible Assets for the purpose of this clause (b).a Project Expansion; (2f) Notwithstanding clause (1) above, IRSA the Company and its Restricted Subsidiariesany Subsidiary may incur Refinancing Indebtedness with respect to any Indebtedness or Disqualified Capital Stock, as applicable, described in clauses (a) through (e) and (h) and (i) of this covenant so long as, in the case of Indebtedness used to refinance, refund, or replace Indebtedness in clauses (c), (d) and (e), such Refinancing Indebtedness satisfies the applicable requirements of such clauses; (g) the Company and any Subsidiary may Incur the following Indebtedness (“incur Permitted Indebtedness”):; (h) the Company and any Guarantor may incur Indebtedness pursuant to, or in respect of, (i) the Tranche A-1 Term Loans in an aggregate principal amount outstanding at any time not to exceed $10,000,000, (ii) the Tranche A-2 Term Loans in an aggregate principal amount outstanding at any time not to exceed $20,000,000, (iii) the Tranche A-3 Term Loans in an aggregate principal amount outstanding at any time not to exceed $30,000,000, (iv) the Tranche B-1 Term Loans in an aggregate principal amount outstanding at any time not to exceed $30,000,000, and (v) the Tranche B-2 Term Loans in an aggregate principal amount outstanding at any time not to exceed $121,500,000 (in each case, less the amount of any permanent reductions in the principal amounts thereunder pursuant to Section 5.14); (i) the Company and any of its Subsidiaries may incur Indebtedness incurred pursuant to the Completion Guarantees (including without limitation under the Completion Loan Agreement), the HET Loan Guaranty and the Indemnity Agreement or arising as a result of any payment made thereunder; (j) the Company and any Subsidiary may accrue Management Fees and all other amounts owing under the Management Agreement; (k) the Company and any Subsidiary may incur Subordinated Indebtedness to any of the stockholders of JCC Holding; (l) the Company and its Subsidiaries may incur Indebtedness under Interest Rate Agreements in the ordinary course of business; (m) the Company and its Subsidiaries may incur Subordinated Indebtedness pursuant to, or in respect of, the Subordinated Credit Facility in an aggregate principal amount outstanding at any time not to exceed $22,500,000; (n) the Company and its Subsidiaries may incur Subordinated Indebtedness evidenced by (i) the Convertible Junior Subordinated Debentures in an aggregate principal amount outstanding at any time not to exceed $27,000,000; and (ii) additional Convertible Junior Subordinated Debentures in lieu of cash interest payments in accordance with the terms of the Convertible Junior Subordinated Debentures Indenture; (o) the Company and any Subsidiary may incur Indebtedness pursuant to, or in connection with, any Minimum Payment Guaranty Documents or Minimum Payment Guaranty Obligations; and (p) the Company and any Subsidiary may incur Indebtedness which constitutes Protective Advances (as defined in the Intercreditor Agreement) in accordance with the terms of the Intercreditor Agreement. Notwithstanding the other provisions of this covenant, neither the Company nor any of its Subsidiaries may incur any Indebtedness or issue any Disqualified Capital Stock pursuant to clause (a), (c) or (e) until the Casino Completion Date shall have occurred in accordance with the terms of this Indenture.

Limitation on Incurrence of Additional Indebtedness. (1) IRSA will and ------------------------------------------------------- Disqualified Capital Stock. -------------------------- Except as set forth in any one of the paragraphs below, the Guarantors shall not, and will shall not cause or permit any of its Restricted their Subsidiaries to, directly or indirectly, Incur issue, assume, guaranty, incur, become directly or indirectly liable with respect to (including as a result of an acquisition, merger or consolidation), extend the maturity of, or otherwise become responsible for, contingently or otherwise (individually and collectively, to "incur," or, as appropriate, an "incurrence"), any Indebtedness, including Acquired Indebtedness, except that IRSA Indebtedness or any Disqualified Capital Stock on or after the Issue Date. Notwithstanding the foregoing: (a) If (i) no Default or Event of Default shall have occurred and any Restricted Subsidiary may Incur Indebtedness, including Acquired Indebtedness, if, be -- continuing at the time of and immediately of, or would occur after giving effect, on a pro forma effect basis, to the Incurrence thereof and the application such incurrence of the proceeds therefrom, (a) with respect to the Incurrence of all such Indebtedness the Consolidated Interest Coverage Ratio of IRSA is greater than 1.75 to 1or Disqualified Capital Stock; and (bii) with respect (A) in the case of senior Indebtedness, on the date of the incurrence of such Indebtedness (the "Incurrence Date"), the Combined Fixed Charge Coverage Ratio for the Reference Period immediately preceding the Incurrence Date, after giving effect, on a pro forma basis, to the Incurrence incurrence of Secured Debt of IRSA and Indebtedness of Restricted Subsidiariessuch Indebtedness, immediately would be at least 2.75 to 1 and, after giving effect, on a pro forma effect basis, to the Incurrence thereofincurrence of such Indebtedness, the aggregate principal amount of all outstanding Secured Debt of IRSA plus the aggregate principal amount of all senior Indebtedness of its Restricted Subsidiaries the Guarantors would not exceed 2.5 times Combined EBITDA; or (B) in the case of subordinated Indebtedness or Disqualified Capital Stock, on the Incurrence Date, the Combined Fixed Charge Coverage Ratio for the Reference Period immediately preceding the Incurrence Date, after giving effect, on a consolidated basis is less than 30% of Consolidated Tangible Assets of IRSApro forma basis, in each case calculated as of the end of the most recent fiscal quarter ending prior to the date such incurrence of such Incurrence; provided that notwithstanding the foregoingIndebtedness or Disqualified Capital Stock, if IRSA or any Restricted Subsidiary Incurs Purchase Money Indebtedness and, immediately after giving pro forma effect would be at least 2.25 to the Incurrence thereof 1 and the application of the proceeds therefrom, the Consolidated Interest Coverage Ratio of IRSA is greater than 2.25 to 1.0, calculated as of the end of the most recent fiscal quarter ending prior to the date of such Incurrence, such Purchase Money Indebtedness and the purchased assets securing such Purchase Money Indebtedness shall not be included at any time in the calculation of Secured Debt or Consolidated Tangible Assets for the purpose of this clause (b). (2) Notwithstanding clause (1) above, IRSA and its Restricted SubsidiariesDisqualified Capital Stock, as applicable, being incurred has an Average Life that is greater than the Average Life of the Notes and has a final maturity date (or final redemption date in the case of Disqualified Capital Stock) after the Stated Maturity of the Notes, then the Guarantors may Incur ---- incur, in the following case of (ii)(A), such senior Indebtedness or, in the case of (“Permitted Indebtedness”):ii)(B), such subordinated Indebtedness or Disqualified Capital Stock; (b) The Guarantors may incur Indebtedness pursuant to (i) the Mirror Notes and the Guarantor Loan Agreement up to the amounts specified therein as of the date thereof; (ii) Qualified Inter-Guarantor Loans; (iii) Qualified Loans; and