Common use of Additional Indebtedness Clause in Contracts

Additional Indebtedness. (a) At any time prior to the expiration or termination of the Revolving Credit Commitments, but only on one occasion after the Closing Date, the Borrower may notify the Agent in writing that the Borrower or any of its Subsidiaries intends to incur Indebtedness for the purpose of expanding its manufacturing capacity, through the acquisition or construction of new manufacturing facilities or otherwise, and request that the Agent (in consultation with the Lenders) and the Borrower enter into negotiations in good faith for a period not to exceed 30 days from the date on which the Agent receives such notice with a view to agreeing on mutually acceptable revisions or adjustments to Section 5.02 and the related definitions hereunder to take into account such additional Indebtedness on a basis consistent with terms and conditions and market practice for similarly situated borrowers (the “Revised Terms”). If, before the expiration of such 30-day period, the Agent and the Borrower shall agree on Revised Terms to be proposed to the Lenders for their consideration, then the Agent shall promptly so notify the Lenders and propose an amendment to this Agreement to reflect such Revised Terms (an “Amendment Request”). If the Agent and the Borrower do not so agree within such timeframe, then the Agent shall no further obligations under this Section 9.15. (b) Each Lender shall be entitled to agree or decline to accept any Amendment Request in its sole discretion. If, before the expiration of 15 days after the Lenders receive the Amendment Request, the Required Lenders shall agree to accept the Revised Terms set out in the Amendment Request, then (i) the Agent shall so notify the Borrower and the Lenders, and (ii) the Agent, each applicable Lender and the Borrower shall promptly enter into an amendment to this Agreement and such other documentation as the Agent shall reasonably specify to evidence the Revised Terms, in each case in form and substance satisfactory to the Borrower, the Agent and each Lender party thereto. Upon the effectiveness of any such amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the Revised Terms described in the Amendment Request. (c) If the Required Lenders do not agree to accept the Revised Terms before the end of such 15-day period, then the Agent shall so notify the Borrower and the Lenders and neither the Agent nor any Lender shall have any further obligations under this Section 9.15. (d) Nothing in this Section 9.15 shall limit or otherwise modify (i) the obligation of the Borrower to satisfy all of its Obligations on the Revolving Credit Maturity Date, (ii) the voting requirements of Section 9.02, or (iii) the rights and remedies of the Agent and the Lenders under Article VII.

Additional Indebtedness. The Guarantor will not borrow money on a secured or unsecured basis from any other lender without obtaining Lender's prior written consent. Furthermore, no subsidiary of the Guarantor will borrow money on a secured or unsecured basis from any other lender, or incur any additional secured or unsecured indebtedness, or enter into any Leases, unless at that time Guarantor and its subsidiaries shall have a consolidated Net Worth equal to or greater than forty percent (a40%); provided, however, Guarantor and its subsidiaries may grant purchase money secured indebtedness or incur unsecured trade debt or pay other current operating liabilities that arise in the ordinary course of business so long as the aggregate total of such debt does not exceed five percent (5%) At any time of Guarantor's consolidated total assets. If Guarantor and its subsidiaries' consolidated Net Worth exceeds forty percent (40%), then Guarantor's subsidiaries may incur additional Guarantor's indebtedness or enter into Leases without prior written approval of Lender so long as the Guarantor and its subsidiaries meet the forty percent (40%) consolidated Net Worth test after incurring such additional Guarantor's indebtedness or entering into such Leases; provided, further, however, Guarantor's subsidiary must give at least thirty (30) days written notice to Lender prior to incurring or entering into any additional Leases or term loans, guarantees, lines of credit or other third-party credit facilities. Notwithstanding anything to the expiration or termination of the Revolving Credit Commitmentscontrary herein, but only on one occasion after the Closing Datewithout Lender's prior written consent, the Borrower may notify the Agent in writing that the Borrower or any of its Subsidiaries intends Guarantor's subsidiary, The Chillicothe Telephone Company ("Chillicothe"), will be able to incur Indebtedness for the purpose of expanding its manufacturing capacity, through the acquisition or construction of new manufacturing facilities or otherwise, additional secured indebtedness and request that the Agent (in consultation with the Lenders) and the Borrower enter into negotiations in good faith for a period unsecured indebtedness not to exceed 30 days from the date on which the Agent receives such notice with a view to agreeing on mutually acceptable revisions or adjustments to Section 5.02 and the related definitions hereunder to take into account such additional Indebtedness on a basis consistent with terms and conditions and market practice for similarly situated borrowers ten percent (the “Revised Terms”). If, before the expiration 10%) of such 30Chillicothe's stand-day period, the Agent and the Borrower shall agree on Revised Terms to be proposed to the Lenders for their consideration, then the Agent shall promptly so notify the Lenders and propose an amendment to this Agreement to reflect such Revised Terms (an “Amendment Request”). If the Agent and the Borrower do not so agree within such timeframe, then the Agent shall no further obligations under this Section 9.15. (b) Each Lender shall be entitled to agree or decline to accept any Amendment Request in its sole discretion. If, before the expiration of 15 days after the Lenders receive the Amendment Request, the Required Lenders shall agree to accept the Revised Terms set out in the Amendment Request, then alone total assets provided that Chillicothe: (i) meets the Agent shall so notify the Borrower and the Lenders, and forty percent (40%) unconsolidated Net Worth test after incurring such additional indebtedness; (ii) the Agent, each applicable Lender has a current assets to current liabilities ratio of 1.10 after incurring such additional indebtedness; and the Borrower shall promptly enter into an amendment to this Agreement and such other documentation as the Agent shall reasonably specify to evidence the Revised Terms, in each case in form and substance satisfactory to the Borrower, the Agent and each Lender party thereto. Upon the effectiveness of any such amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the Revised Terms described in the Amendment Request. (c) If the Required Lenders do not agree to accept the Revised Terms before the end of such 15-day period, then the Agent shall so notify the Borrower and the Lenders and neither the Agent nor any Lender shall have any further obligations under this Section 9.15. (d) Nothing in this Section 9.15 shall limit or otherwise modify (i) the obligation of the Borrower to satisfy all of its Obligations on the Revolving Credit Maturity Date, (ii) the voting requirements of Section 9.02, or (iii) along with Guarantor are in compliance with all of their loan and guaranty documents with Lender. Furthermore, Lender hereby expressly acknowledges, and agrees to except from the rights preceding calculations, Chillicothe's conversion of $4,000,000 of short-term debt to long-term debt and remedies its proposed addition of the Agent and the Lenders under Article VII$6,000,000 of long-term switch financing as presented to Lender in conjunction with Borrower's proposed financing.

Additional Indebtedness. (a) At The Borrower will not, and will not permit any time prior of its ----------------------- Subsidiaries to, create, incur, assume or otherwise become liable for or suffer to exist any Indebtedness, other than: Indebtedness of the Borrower to the expiration or termination Banks hereunder; accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the Revolving Credit Commitmentsborrowing of money) incurred in the ordinary course of the Borrower's or such Subsidiary's business in accordance with customary terms and paid within the specified time, but only on one occasion after the Closing Date, the Borrower may notify the Agent unless contested in writing that good faith by appropriate proceedings and reserved for in accordance with GAAP; Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by the Borrower or any such Subsidiary in the ordinary course of business; existing Indebtedness of the Borrower and its Subsidiaries intends to incur Indebtedness for the purpose set forth in Schedule -------- 9.4(a) or extensions, renewals and refinancings of expanding its manufacturing capacitysuch Indebtedness, through the acquisition or construction of new manufacturing facilities or otherwise, and request provided ------ -------- that the Agent (in consultation principal amount of such Indebtedness being extended, renewed or refinanced does not increase; with the Lenders) and prior written consent of the Majority Banks, unsecured privately-placed or publicly-issued Indebtedness of the Borrower enter into negotiations in good faith for a period an aggregate principal amount and upon such terms as are satisfactory to the Majority Banks in their sole discretion; Indebtedness of the Borrower and its Subsidiaries under Capital Leases in an aggregate principal amount not to exceed 30 days from the date $200,000 at any time outstanding; Indebtedness subordinated on which the Agent receives such notice with a view to agreeing on mutually acceptable revisions or adjustments to Section 5.02 and the related definitions hereunder to take into account such additional Indebtedness on a basis consistent with terms and conditions and market practice for similarly situated borrowers (the “Revised Terms”). If, before the expiration of such 30-day period, the Agent and the Borrower shall agree on Revised Terms to be proposed to the Lenders for their consideration, then the Agent shall promptly so notify the Lenders and propose an amendment to this Agreement to reflect such Revised Terms (an “Amendment Request”). If the Agent and the Borrower do not so agree within such timeframe, then the Agent shall no further obligations under this Section 9.15. (b) Each Lender shall be entitled to agree or decline to accept any Amendment Request in its sole discretion. If, before the expiration of 15 days after the Lenders receive the Amendment Request, the Required Lenders shall agree to accept the Revised Terms set out in the Amendment Request, then (i) the Agent shall so notify the Borrower and the Lenders, and (ii) the Agent, each applicable Lender and the Borrower shall promptly enter into an amendment to this Agreement and such other documentation as the Agent shall reasonably specify to evidence the Revised Terms, in each case in form and substance satisfactory to the Borrower, the Agent and each Lender party thereto. Upon the effectiveness of any such amendment, this Agreement shall be amended Majority Banks to the extent (but only Borrower's obligations to the extent) necessary Banks hereunder in an aggregate principal amount satisfactory to reflect the Revised Terms described in the Amendment Request. (c) If the Required Lenders do not agree to accept the Revised Terms before the end of such 15-day period, then the Agent shall so notify the Borrower and the Lenders and neither the Agent nor any Lender shall have any further obligations under this Section 9.15. (d) Nothing in this Section 9.15 shall limit or otherwise modify (i) the obligation Majority Banks; Indebtedness of the Borrower to satisfy all any wholly-owned Subsidiary or of its Obligations on any wholly- owned Subsidiary to another wholly-owned Subsidiary; and Indebtedness in connection with the Revolving Credit Maturity Dateacquisition of any Healthcare Property permitted pursuant to Section 9.4(f)(iii) which is secured by a Lien permitted ------------------- pursuant to Section 9.4(b)(iii) upon such Healthcare Property, whether or not ------------------- the Borrower has assumed or become liable for payment of such Indebtedness; 1997 Indenture Indebtedness; provided, however, that: (iia) the voting requirements maximum aggregate -------- ------- principal amount of 1997 Indenture Indebtedness at any time outstanding shall not exceed $300,000,000; (b) without the prior written consent of the Majority Banks, no regularly scheduled principal payment on any 1997 Indenture Indebtedness shall be required prior to the fifth (5th) anniversary of the issuance of the debenture, note or other evidence of indebtedness evidencing such 1997 Indenture Indebtedness (without regard to the effect of the acceleration provisions set forth in Section 9.02502 of the 1997 Indenture); (c) all 1997 Indenture Indebtedness shall be unsecured; (d) in connection with the incurrence or issuance of any 1997 Indenture Indebtedness, no covenant (financial or otherwise) shall be imposed upon, or agreed to by, the Borrower that is more restrictive (iiiin the judgment of the Majority Banks) than the covenants set forth in this Agreement; and (e) prior to the effectiveness thereof, the Majority Banks shall have approved, in their sole discretion, each supplement or amendment to the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and 1999 Indenture Indebtedness; provided, however, that: (a) the rights and remedies maximum aggregate -------- ------- principal amount of 1999 Indenture Indebtedness at any time outstanding shall not exceed $500,000,000; (b) without the prior written consent of the Agent Majority Banks, no regularly scheduled principal payment on any 1999 Indenture Indebtedness shall be required prior to the fifth (5th) anniversary of the issuance of the debenture, note or other evidence of indebtedness evidencing such 1999 Indenture Indebtedness (without regard to the effect of the acceleration provisions set forth in Section 502 of the 1999 Indenture); (c) all 1999 Indenture Indebtedness shall be unsecured; (d) in connection with the incurrence or issuance of any 1999 Indenture Indebtedness, no covenant (financial or otherwise) shall be imposed upon, or agreed to by, the Borrower that is more restrictive (in the judgment of the Majority Banks) than the covenants set forth in this Agreement; and (e) prior to the Lenders under Article VIIeffectiveness thereof, the Majority Banks shall have approved, in their sole discretion, each supplement or amendment to the 1999 Indenture.

Additional Indebtedness. (a) At any time prior to the expiration or termination of the Revolving Credit Commitments, but only on one occasion after the Closing Date, the Neither Borrower may notify the Agent in writing that the Borrower or nor any of its Subsidiaries intends shall directly or indirectly incur, create, assume or suffer to incur exist any Indebtedness for other than: (a) Indebtedness under the purpose Loan Documents and Derivative Obligations under which a Lender (or its Affiliate) is the counterparty incurred in the ordinary course of expanding its manufacturing capacity, through the acquisition or construction of new manufacturing facilities or otherwise, and request that the Agent (in consultation with the Lenders) and the Borrower enter into negotiations in good faith for a period not to exceed 30 days from the date on which the Agent receives such notice with a view to agreeing on mutually acceptable revisions or adjustments to Section 5.02 and the related definitions hereunder to take into account such additional Indebtedness on a basis consistent with terms and conditions and market practice for similarly situated borrowers (the “Revised Terms”). If, before the expiration of such 30-day period, the Agent and the Borrower shall agree on Revised Terms to be proposed to the Lenders for their consideration, then the Agent shall promptly so notify the Lenders and propose an amendment to this Agreement to reflect such Revised Terms (an “Amendment Request”). If the Agent and the Borrower do not so agree within such timeframe, then the Agent shall no further obligations under this Section 9.15.business; (b) Each Lender Unsecured Derivative Obligations incurred in the ordinary course of business; (c) Indebtedness described on Exhibit 7.2.2, and any refinancing of such Indebtedness, so long as the aggregate principal amount of the Indebtedness so refinanced shall not be increased and the refinancing shall be entitled on terms and conditions no more restrictive than the terms and conditions of the Indebtedness to agree be refinanced; (d) Indebtedness, including Capitalized Lease Obligations, secured by purchase money liens on or decline respecting Equipment the title to accept any Amendment Request or leasehold interest in its sole discretion. If, before the expiration of 15 days which is acquired after the Lenders receive the Amendment RequestRestatement Date, the Required Lenders shall agree not to accept the Revised Terms set out exceed US$5,000,000 in the Amendment Requestaggregate (irrespective of when due) outstanding at any one time ("Purchase Money Liens and Leases") so long as each Purchase Money Lien or Lease shall attach or relate only to the property (and accessions thereto and proceeds thereof) to be acquired or the acquisition cost of which is financed through leasing and the principal amount of the debt incurred (including the principal component of lease payments) shall not exceed one hundred percent (100%) of the purchase price of the item or items of equipment; (e) Indebtedness consisting of loans or advances by Borrower to a Guarantor or by a Guarantor to Borrower or another Guarantor; provided that all such loans and advances are evidenced by a promissory note, then which is pledged to Agent; (f) the Senior Notes; (g) Indebtedness (other than Indebtedness under this Agreement) incurred to finance insurance premiums, not to exceed US$5,000,000 in any fiscal year; (h) unsecured Indebtedness which matures no earlier than six (6) months after the end of the Term, and (i) Borrower was in compliance with the Agent shall so notify financial covenant set forth on Exhibit 7.3.2 (Debt Ratio) calculated on a pro forma basis (whether or not then tested) immediately after giving effect to the Borrower incurrence of such Indebtedness, (ii) immediately after giving effect to the incurrence of such Indebtedness and any contemporaneous use of the Lendersproceeds thereof, no Default or Event of Default has occurred or would be created thereby, and (iii) such Indebtedness is not prohibited by the Senior Note Documents; (i) unsecured Indebtedness in an aggregate principal amount not to exceed US$25,000,000 so long as no Default or Event of Default has occurred and is continuing or would be created thereby and such Indebtedness is not prohibited by the Senior Note Documents; (j) Indebtedness which is secured by a Lien junior to the Lien granted to Agent for the benefit of the Lenders hereunder, and (i) which matures no earlier than six (6) months after the end of the Term, (ii) Borrower was in compliance with the Agentfinancial covenant set forth on Exhibit 7.3.2 (Debt Ratio) calculated on a pro forma basis (whether or not then tested) immediately after giving effect to the incurrence of such Indebtedness, each applicable Lender and (iii) the Borrower shall promptly creditors with respect to such Indebtedness enter into an amendment to this Agreement and such other documentation as the Agent shall reasonably specify to evidence the Revised Terms, in each case intercreditor agreement in form and substance satisfactory to Agent, (iv) immediately after giving effect to such Indebtedness and any contemporaneous use of the Borrowerproceeds thereof, no Default or Event of Default has occurred or would be created thereby, and (v) such Indebtedness is not prohibited by the Agent and each Lender party thereto. Upon the effectiveness of any such amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the Revised Terms described in the Amendment Request.Senior Notes Documents; (ck) If Indebtedness which is secured by a first or second priority Lien on the Required Lenders do not agree to accept the Revised Terms before the end assets of such 15-day period, then the Agent shall so notify the Borrower and the Lenders and neither the Agent nor any Lender shall have any further obligations under this Section 9.15. (d) Nothing or a Guarantor, in this Section 9.15 shall limit or otherwise modify an aggregate principal amount not to exceed US$5,000,000 so long as (i) the obligation no Default or Event of the Borrower to satisfy all of its Obligations on the Revolving Credit Maturity DateDefault has occurred and is continuing or would be created thereby, (ii) such Indebtedness is not prohibited by the voting requirements of Section 9.02, or Senior Note Documents and (iii) the rights creditors with respect to such Indebtedness enter into an intercreditor agreement in form and remedies substance satisfactory to Agent; and (l) Capitalized Lease Obligations respecting leasehold interest in container Inventory which is sold in a sale and leaseback transaction (with the sale portion of such transaction being permitted pursuant to Section 7.2.5(v)) so long as each lease shall attach or relate only to the property subject to such sale leaseback transaction and the principal amount of the Agent and debt incurred (including the Lenders under Article VIIprincipal component of lease payments) shall not exceed one hundred percent (100%) of the purchase price of the item or items of container Inventory.

Additional Indebtedness. Borrow money on a secured or unsecured ----------------------- basis from any other lender or incur any additional secured or unsecured indebtedness (a) At any time prior other than indebtedness incurred under and pursuant to the expiration or termination Secured Revolving Line of Credit Agreement, dated as of the Revolving Credit Commitmentsdate hereof, but only on one occasion after between Borrower and Lender, as the Closing Datesame may be amended, the Borrower may notify the Agent in writing that the Borrower restated, supplemented or otherwise modified from time to time); or enter into or allow any of its Subsidiaries intends to enter into any Leases, unless at that time Borrower meets the Minimum Net Worth Test; provided, however, -------- ------- Borrower and its Subsidiaries, may grant purchase money secured indebtedness or incur Indebtedness for unsecured trade debt or pay other current operating liabilities that arise in the purpose ordinary course of expanding business so long as the aggregate total of such debt does not exceed five percent (5%) of Borrower's consolidated total assets. If Borrower meets the Minimum Net Worth Test, then Borrower and its manufacturing capacitySubsidiaries may incur additional indebtedness or enter into Leases without prior written approval of Lender as provided in the foregoing sentence, through the acquisition or construction of new manufacturing facilities or otherwise, and request that the Agent (in consultation with the Lenders) and provided the Borrower enter into negotiations in good faith for a period not to exceed 30 days from meets the date on which the Agent receives such notice with a view to agreeing on mutually acceptable revisions or adjustments to Section 5.02 and the related definitions hereunder to take into account Minimum Net Worth Test -------- after incurring such additional Indebtedness on a basis consistent with terms and conditions and market practice for similarly situated borrowers indebtedness or entering into such Leases; provided, further, however, Borrower -------- ------- ------- must give at least thirty (the “Revised Terms”). If, before the expiration of such 30-day period, the Agent and the Borrower shall agree on Revised Terms ) days written notice to be proposed Lender prior to the Lenders for their consideration, then the Agent shall promptly so notify the Lenders and propose an amendment to this Agreement to reflect such Revised Terms (an “Amendment Request”). If the Agent and the Borrower do not so agree within such timeframe, then the Agent shall no further obligations under this Section 9.15. (b) Each Lender shall be entitled to agree incurring any additional indebtedness or decline to accept any Amendment Request in its sole discretion. If, before the expiration of 15 days after the Lenders receive the Amendment Request, the Required Lenders shall agree to accept the Revised Terms set out in the Amendment Request, then (i) the Agent shall so notify the Borrower and the Lenders, and (ii) the Agent, each applicable Lender and the Borrower shall promptly enter entering into an amendment to this Agreement and such other documentation as the Agent shall reasonably specify to evidence the Revised Terms, in each case in form and substance satisfactory to the Borrower, the Agent and each Lender party thereto. Upon the effectiveness of any such amendment, this Agreement shall be amended to the extent Leases which exceed five percent (but only to the extent5%) necessary to reflect the Revised Terms described in the Amendment Requestof Borrower's consolidated total assets. (c) If the Required Lenders do not agree to accept the Revised Terms before the end of such 15-day period, then the Agent shall so notify the Borrower and the Lenders and neither the Agent nor any Lender shall have any further obligations under this Section 9.15. (d) Nothing in this Section 9.15 shall limit or otherwise modify (i) the obligation of the Borrower to satisfy all of its Obligations on the Revolving Credit Maturity Date, (ii) the voting requirements of Section 9.02, or (iii) the rights and remedies of the Agent and the Lenders under Article VII.

Additional Indebtedness. (a) At any Upon written notice to the Administrative Agent, Borrowers may from time to time request, prior to the expiration or termination of the Revolving Credit Commitments, but only on one occasion after the Closing Commitment Termination Date, an increase in the Borrower may notify the Agent in writing that the Borrower or any of its Subsidiaries intends to incur Indebtedness for the purpose of expanding its manufacturing capacity, through the acquisition or construction of new manufacturing facilities or otherwise, and request that the Agent (in consultation with the Lenders) and the Borrower enter into negotiations in good faith for a period not to exceed 30 days from the date on which the Agent receives such notice with a view to agreeing on mutually acceptable revisions or adjustments to Section 5.02 and the related definitions hereunder to take into account such additional Indebtedness on a basis consistent with terms and conditions and market practice for similarly situated borrowers existing Revolving Commitments (the “Revised TermsIncreased Commitments”) or to establish a new term loan Credit Facility (the “Incremental Term Loan Commitments” and, together with the Incremental Revolving Commitments, the “Incremental Facilities”). If, before ; provided that the expiration amount of such 30-day period, Incremental Facilities shall be determined by Borrowers and shall not exceed $500,000,000 in the Agent and aggregate for all Incremental Facilities (the Borrower shall agree on Revised Terms to be proposed to the Lenders for their consideration, then the Agent shall promptly so notify the Lenders and propose an amendment to this Agreement to reflect such Revised Terms (an “Amendment RequestAvailable Incremental Amount”). If the Agent and the Borrower do not so agree within ; provided that any such timeframe, then the Agent request for Incremental Facilities shall no further obligations under this Section 9.15be in a minimum amount of $10,000,000. (b) Each Lender such notice shall be entitled to agree or decline to accept any Amendment Request in its sole discretion. If, before the expiration of 15 days after the Lenders receive the Amendment Request, the Required Lenders shall agree to accept the Revised Terms set out in the Amendment Request, then specify (i) the date (each, an “Increased Amount Date”) on which Borrowers propose that the Increased Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent shall so notify (unless the Borrower and the Lenders, Administrative Agent otherwise agrees to a shorter period) and (ii) the Agentidentity of each Lender or other Person (which shall be an Eligible Assignee) (each, each applicable Lender an “Increased Commitment Lender” or “Incremental Term Loan Lender,” as applicable) to whom -81- CREDIT AGREEMENT (PATTERN REVOLVER) Borrowers propose any portion of such Increased Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the Borrower amounts of such allocations (and whether any such Increased Commitment Lender or its Affiliates will become an Issuing Bank and, if so, the amount of each such Person’s Lender Sublimit); provided that any existing Lender approached to provide all or a portion of the Increased Commitments or Incremental Term Loan Commitments, as applicable, may elect or decline, in its sole discretion, to provide such commitments. Any Incremental Term Loans made on an Increased Amount Date shall promptly enter into an amendment to be designated as a separate series (a “Series”) of Incremental Term Loans for all purposes of this Agreement and or, if made on terms identical to any existing Series of Incremental Term Loans, may constitute a part of such other documentation as the Agent shall reasonably specify to evidence the Revised Terms, in each case in form and substance satisfactory to the Borrower, the Agent and each Lender party thereto. Upon the effectiveness Series of any such amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the Revised Terms described in the Amendment RequestIncremental Term Loans. (c) If the Required Lenders do not agree to accept the Revised Terms before the end of such 15-day period, then the The Administrative Agent shall so promptly notify the Borrower Borrowers and the existing Lenders of (x) the Increased Commitments and neither the Agent nor Increased Commitment Lenders or the Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable and (y) in the case of each notice to any Lender, the respective interests in such Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.22. Each Increased Commitment Lender and Incremental Term Loan Lender shall have any further obligations under this be subject to the provisions of Section 9.152.18. (d) Nothing On any Increased Amount Date on which Increased Commitments are made effective or available, subject to the satisfaction of the terms and conditions in this Section 9.15 2.22, each of the existing Lenders shall limit or otherwise modify assign to each of the Increased Commitment Lenders, and each of the Increased Commitment Lenders shall purchase from each of the existing Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and unused Revolving Commitments will be held by existing Lenders and such Increased Commitment Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Increased Commitments to the Revolving Commitments, (i) the obligation of the Borrower to satisfy each Increased Commitment shall be deemed for all of its Obligations on the purposes a Revolving Credit Maturity DateCommitment and each Incremental Revolving Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (ii) each Increased Commitment Lender shall become a Lender with respect to the voting requirements Increased Commitment and all matters relating thereto. The Increased Commitments shall become Revolving Commitments under this Agreement pursuant to an Incremental Amendment and, as appropriate, amendments to the other Credit Documents. Such amendment may, without the consent of Section 9.02any other Lender, or (iii) effect such amendments to this Agreement and the rights and remedies other Credit Documents as may be necessary, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22. (e) On any Increased Amount Date on which any Incremental Term Loan Commitments of any Series are effective, subject to the satisfaction of terms and conditions to be mutually agreed between the Administrative Agent and the Incremental Term Loan Lenders under Article VII.providing such Incremental Term Loans (and including the terms and conditions in this Section 2.22), each Incremental Term Loan Lender of such Series shall make a Loan to the Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment of such Series and (i) each Incremental Term Loan Lender of such Series shall become a Lender hereunder with respect to its Incremental Term Loan Commitment and the Incremental Term Loans of such Series made pursuant thereto. -82- CREDIT AGREEMENT (PATTERN REVOLVER) (f) The terms and provisions of the Incremental Facilities shall be, (i) except as otherwise set forth herein, as agreed in the Incremental Amendment and, as appropriate, any necessary amendments to the other Credit Documents, executed by the Borrowers, the applicable Increased Commitment Lenders and Incremental Term Loan Lenders providing such Increased Commitments and Incremental Term Loan Commitments, respectively, and the Administrative Agent and (ii)) subject to the limitations in clauses (A) and (B) below, not more restrictive, taken as a whole, to the Borrowers and the other Credit Parties than those applicable to any other Credit Facility at the time of incurrence of such Incremental Facility, unless such other terms (1) apply only after the Latest Maturity Date of each other Credit Facility at the time of incurrence of such Incremental Facility, (2) shall also apply to each other Credit Facility at the time of incurrence of such Incremental Facility (which such application shall not require the consent of the Lenders or the Administrative Agent if so reasonably determined by the Borrowers) or (3) in the case of Incremental Term Facilities, relate only to mandatory prepayments, premiums (including make-whole provisions), interest, fees or (subject to the foregoing) maturity or amortization. In any event, (A) the Weighted Average Life to Maturity of any such Incremental Term Facility shall be no shorter than 75% of the remaining time to maturity date of the Revolving Loans, (B) the applicable Maturity Date for any such Increased Commitments shall be no shorter than the Latest Maturity Date for all Revolving Loans at the time of incurrence of such Incremental Facility,

Additional Indebtedness. Borrow money on a secured or unsecured ----------------------- basis from any other lender or incur any additional secured or unsecured indebtedness (a) At any time prior other than indebtedness incurred under and pursuant to the expiration or termination Secured Revolving Line of Credit Agreement dated as of the Revolving Credit Commitmentsdate hereof, but only on one occasion after between Borrower and Lender, as the Closing Datesame may be amended, the Borrower may notify the Agent in writing that the Borrower restated, supplemented or otherwise modified from time to time); or enter into or allow any of its Subsidiaries intends to enter into any Leases, unless at that time Borrower meets the Minimum Net Worth Test; provided, however, -------- ------- Borrower and its Subsidiaries, may grant purchase money secured indebtedness or incur Indebtedness for unsecured trade debt or pay other current operating liabilities that arise in the purpose ordinary course of expanding business so long as the aggregate total of such debt does not exceed five percent (5%) of Borrower's consolidated total assets. If Borrower meets the Minimum Net Worth Test, then Borrower and its manufacturing capacitySubsidiaries may incur additional unsecured indebtedness or enter into Leases without prior written approval of Lender as provided in the foregoing sentence, through the acquisition or construction of new manufacturing facilities or otherwise, and request that the Agent (in consultation with the Lenders) and provided the Borrower enter into negotiations in good faith for a period not to exceed 30 days from meets -------- the date on which the Agent receives such notice with a view to agreeing on mutually acceptable revisions or adjustments to Section 5.02 and the related definitions hereunder to take into account Minimum Net Worth Test after incurring such additional Indebtedness on a basis consistent with terms and conditions and market practice for similarly situated borrowers unsecured indebtedness or entering into such Leases; provided, -------- further, however, Borrower must give at least thirty (the “Revised Terms”). If, before the expiration of such 30-day period, the Agent and the Borrower shall agree on Revised Terms ) days ------- ------- written notice to be proposed Lender prior to the Lenders for their consideration, then the Agent shall promptly so notify the Lenders and propose an amendment to this Agreement to reflect such Revised Terms (an “Amendment Request”). If the Agent and the Borrower do not so agree within such timeframe, then the Agent shall no further obligations under this Section 9.15. (b) Each Lender shall be entitled to agree incurring any additional unsecured indebtedness or decline to accept any Amendment Request in its sole discretion. If, before the expiration of 15 days after the Lenders receive the Amendment Request, the Required Lenders shall agree to accept the Revised Terms set out in the Amendment Request, then (i) the Agent shall so notify the Borrower and the Lenders, and (ii) the Agent, each applicable Lender and the Borrower shall promptly enter entering into an amendment to this Agreement and such other documentation as the Agent shall reasonably specify to evidence the Revised Terms, in each case in form and substance satisfactory to the Borrower, the Agent and each Lender party thereto. Upon the effectiveness of any such amendment, this Agreement shall be amended to the extent Leases which exceed five percent (but only to the extent5%) necessary to reflect the Revised Terms described in the Amendment Requestof Borrowers consolidated total assets. (c) If the Required Lenders do not agree to accept the Revised Terms before the end of such 15-day period, then the Agent shall so notify the Borrower and the Lenders and neither the Agent nor any Lender shall have any further obligations under this Section 9.15. (d) Nothing in this Section 9.15 shall limit or otherwise modify (i) the obligation of the Borrower to satisfy all of its Obligations on the Revolving Credit Maturity Date, (ii) the voting requirements of Section 9.02, or (iii) the rights and remedies of the Agent and the Lenders under Article VII.

Additional Indebtedness. (a) At any time prior to the expiration Borrow or termination of the Revolving Credit Commitments, but only on one occasion after the Closing Date, the Borrower may notify the Agent in writing that the Borrower or allow any of its Subsidiaries intends to borrow money on a secured or unsecured basis from any other lender or incur any additional secured or unsecured Indebtedness; provided, however, the Borrowers and their Subsidiaries may incur (i) additional purchase money and capital lease secured Indebtedness for the purpose of expanding its manufacturing capacity, through the acquisition or construction of new manufacturing facilities or otherwise, and request that the Agent (in consultation with the Lenders) and the Borrower enter into negotiations in good faith for a period an aggregate amount not to exceed 30 days from the date on which the Agent receives such notice with a view to agreeing on mutually acceptable revisions or adjustments to Section 5.02 and the related definitions hereunder to take into account such additional Indebtedness on a basis consistent with terms and conditions and market practice for similarly situated borrowers (the “Revised Terms”). If$5,000,000 at any time outstanding, before the expiration of such 30-day period, the Agent and the Borrower shall agree on Revised Terms to be proposed to the Lenders for their consideration, then the Agent shall promptly so notify the Lenders and propose an amendment to this Agreement to reflect such Revised Terms (an “Amendment Request”). If the Agent and the Borrower do not so agree within such timeframe, then the Agent shall no further obligations under this Section 9.15. (b) Each Lender shall be entitled to agree or decline to accept any Amendment Request in its sole discretion. If, before the expiration of 15 days after the Lenders receive the Amendment Request, the Required Lenders shall agree to accept the Revised Terms set out in the Amendment Request, then (i) the Agent shall so notify the Borrower and the Lenders, and (ii) unsecured Indebtedness so long as on a pro forma basis immediately after giving effect to the Agentincurrence of any such Indebtedness as if it was incurred on the last day of the most recently ended calendar month, each applicable Lender the Borrowers shall be in compliance with the financial covenant in Section 6.04 as if such covenant applied as of the last day of the most recently ended calendar month, (iii) ATN Subordinated Debt incurred on the Closing Date in a principal amount not to exceed $50,000,000; (iv) contingent obligations with respect to Indebtedness otherwise permitted hereunder; (v) Indebtedness incurred in connection with any hedging or similar agreement; (vi) unsecured Indebtedness among the Loan Parties; (vii) acquired Indebtedness in connection with investments or acquisitions so long as such Indebtedness existed at the time of any such investment or acquisition and was not created in anticipation thereof; (viii) Indebtedness with respect to cash management and similar arrangements in the ordinary course of business; (ix) Indebtedness arising from agreements of Borrower shall promptly enter into an amendment to this Agreement and such other documentation as the Agent shall reasonably specify to evidence the Revised Termsor providing for indemnification, adjustment of purchase price or similar obligations, in each case entered into in form and substance satisfactory to connection with the Borrower, the Agent and each Lender party thereto. Upon the effectiveness disposition of any business, assets or stock, provided that, such amendmentamount is not Indebtedness required to be reflected on the balance sheet of Borrower in accordance with GAAP (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 proviso); (x) Indebtedness representing deferred compensation to officers or employees of Borrower incurred in the ordinary course of business; (xi) Indebtedness incurred in the ordinary course of business for the financing of insurance premiums; (xii) Indebtedness set forth on Schedule 7.02(b) hereto; and (xiii) Indebtedness which represents extensions, renewals, refinancing or replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described above in this Agreement shall be amended clause (b) (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that (A) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness (in each case, other than with respect to any accrued or accruing interest payable in kind and not in cash or any fees or original issue discount paid or payable in connection with such Indebtedness), (B) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party, (C) no Loan Party that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (D) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (E) except to the extent (but only otherwise permitted hereunder, the terms of such Refinance Indebtedness are not materially less favorable to the extent) necessary to reflect obligor thereunder than the Revised Terms described in the Amendment Request. (c) If the Required Lenders do not agree to accept the Revised Terms before the end original terms of such 15-day periodOriginal Indebtedness and (F) if such Original Indebtedness was subordinated in right of payment to the Obligations, then the Agent shall so notify terms and conditions of such Refinance Indebtedness must include subordination terms and conditions that are at least as favorable to the Borrower and the Lenders and neither the Agent nor any Lender shall have any further obligations under this Section 9.15as those that were applicable to such Original Indebtedness. (d) Nothing in this Section 9.15 shall limit or otherwise modify (i) the obligation of the Borrower to satisfy all of its Obligations on the Revolving Credit Maturity Date, (ii) the voting requirements of Section 9.02, or (iii) the rights and remedies of the Agent and the Lenders under Article VII.

Additional Indebtedness. None of the Borrower or its Subsidiaries shall directly or indirectly incur, create, assume or suffer to exist any Indebtedness other than: (ai) At Indebtedness under the Credit Documents; (ii) Indebtedness under Hedging Agreements entered into in the ordinary course of business, provided that, with respect to Interest Rate Agreements, the aggregate notional amount thereof does not exceed an amount equal to 50% of the then outstanding Indebtedness of the Borrower which is floating rate debt; (iii) Indebtedness described on Schedule 8.2(c)(iii) and any refinancing of such Indebtedness, so long as (A) the aggregate principal amount of the Indebtedness so refinanced shall not be increased, (B) the Indebtedness is incurred for the same purpose as the Indebtedness so refinanced, (C) the refinancing shall be on terms and conditions no more restrictive than the terms and conditions of the Indebtedness to be refinanced and (D) with respect to Indebtedness under Capital Leases and Indebtedness secured by Purchase Money Liens, the principal amount of such refinanced Indebtedness is permitted by Section 8.2(c)(iv); (iv) In addition to the Indebtedness permitted under Section 8.2(c)(iii), (i) Indebtedness under Capital Leases and Indebtedness secured by purchase money Liens on Equipment acquired after the Effective Date ("PURCHASE MONEY LIENS") so long as (A) each Purchase Money Lien shall attach only to the property to be acquired and any sale or insurance proceeds thereof (but excluding rental contracts covering such property or any proceeds thereof) and (B) the Indebtedness incurred shall not exceed eighty percent (80%) of the purchase price of the item or items of Equipment purchased and (ii) any refinancing of Indebtedness secured by Purchase Money Liens so long as (A) the Liens granted in connection with such Indebtedness shall attach only to the Equipment formerly subject to the Purchase Money Lien and any sale or insurance proceeds thereof (but excluding rental contracts covering such property or any proceeds thereof), (B) the aggregate principal amount of the Indebtedness so refinanced shall not be increased, (C) the Indebtedness is incurred for the same purpose as the Indebtedness so refinanced and (D) the refinancing shall be on terms and conditions no more restrictive than the terms and conditions of the Indebtedness to be refinanced; provided, however, that the Indebtedness permitted by clauses (i) and (ii) of this Section 8.2(c)(iv) or described in Section 8.2(c)(iii)(D) shall not exceed $15,000,000 in the aggregate outstanding at any one time; (v) Indebtedness in respect of taxes, assessments, governmental charges and claims for labor, materials or supplies, to the extent that payment thereof is not required pursuant to Section 8.1(g); (vi) Indebtedness constituting Contingent Obligations permitted by Section 8.2(e); (vii) Indebtedness arising from intercompany loans (i) from any Person which is a Restricted Subsidiary to the Borrower, (ii) from any Restricted Subsidiary to another Restricted Subsidiary; and (iii) from the Borrower to any Restricted Subsidiary, provided, that (A) in the case of loans under clauses (ii) and (iii) the aggregate principal amount of all such loans shall not exceed $5,000,000 at any time prior outstanding, (B) all such Indebtedness shall be evidenced by a promissory note executed by the Person receiving such intercompany loans, pursuant to a promissory note substantially in the form of Exhibit Q, and (C) such Indebtedness shall be subordinated in right of payment to the expiration or termination of Obligations when due and payable; and (viii) Indebtedness arising from intercompany loans from the Revolving Credit Commitments, but only on one occasion after the Closing Date, the Borrower may notify the Agent in writing that the Borrower Parent Guarantor or any of its Subsidiaries intends to incur Indebtedness for the purpose of expanding its manufacturing capacitySubsidiaries, through the acquisition or construction of new manufacturing facilities or otherwise, and request provided that the Agent (in consultation with Parent ------------- Guarantor or such Subsidiary, as the Lenders) case may be, has first executed and the Borrower enter into negotiations in good faith for a period not delivered to exceed 30 days from the date on which the Agent receives such notice with a view to agreeing on mutually acceptable revisions or adjustments to Section 5.02 and the related definitions hereunder to take into account such additional Indebtedness on a basis consistent with terms and conditions and market practice for similarly situated borrowers (the “Revised Terms”). If, before the expiration of such 30-day period, the Agent and the Borrower shall agree on Revised Terms to be proposed to the Lenders for their considerationan intercreditor agreement, then the Agent shall promptly so notify the Lenders and propose an amendment to this Agreement to reflect such Revised Terms (an “Amendment Request”). If the Agent and the Borrower do not so agree within such timeframe, then the Agent shall no further obligations under this Section 9.15. (b) Each Lender shall be entitled to agree or decline to accept any Amendment Request in its sole discretion. If, before the expiration of 15 days after the Lenders receive the Amendment Request, the Required Lenders shall agree to accept the Revised Terms set out in the Amendment Request, then (i) the Agent shall so notify the Borrower and the Lenders, and (ii) the Agent, each applicable Lender and the Borrower shall promptly enter into an amendment to this Agreement and such other documentation as the Agent shall reasonably specify to evidence the Revised Terms, in each case in form and substance satisfactory to the Borrower, the Agent and each Lender party thereto. Upon the effectiveness of any such amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the Revised Terms described in the Amendment Request. (c) If the Required Lenders do not agree to accept the Revised Terms before the end of such 15-day period, then the Agent shall so notify the Borrower and the Lenders and neither the Agent nor any Lender shall have any further obligations under this Section 9.15. (d) Nothing in this Section 9.15 shall limit or otherwise modify (i) the obligation of the Borrower to satisfy all of its Obligations on the Revolving Credit Maturity Date, (ii) the voting requirements of Section 9.02, or (iii) the rights and remedies of the Agent and the Lenders acting reasonably, providing, inter alia, that such Indebtedness is subordinated in right of payment to the prior payment of the Accommodations Outstanding and other Obligations when due and payable to the Agent, the Issue Lender, the Lenders and any other Person under Article VIIthis Agreement; provided, however, that, the aggregate amount of all Indebtedness -------- ------- permitted to be incurred under any of clauses (i) through (vi) above, to the extent such Indebtedness constitutes "Indebtedness" under (and as defined in) the Senior Subordinated Note Indenture, shall not exceed the "Borrowing Base" (as defined in the Senior Subordinated Note Indenture).

Additional Indebtedness. The Guarantor will not borrow money on a secured or unsecured basis from any other lender without obtaining Lender's prior written consent. Furthermore, no subsidiary of the Guarantor will borrow money on a secured or unsecured basis from any other lender, or incur any additional secured or unsecured Indebtedness, or enter into any Leases, unless at that time Guarantor and its subsidiaries shall have a consolidated Net Worth equal to or greater than forty percent (a40%); provided, however, Guarantor and its subsidiaries may grant purchase money secured indebtedness or incur unsecured trade debt or pay other current operating liabilities that arise in the ordinary course of business so long as the aggregate total of such debt does not exceed five percent (5%) At any time of Guarantor's consolidated total assets. If Guarantor and its subsidiaries' consolidated Net Worth exceeds forty percent (40%), then Guarantor's subsidiaries may incur additional Guarantor's Indebtedness or enter into Leases without prior written approval of Lender so long as the Guarantor and its subsidiaries meet the forty percent (40%) consolidated Net Worth test after incurring such additional Guarantor's Indebtedness or entering into such Leases; provided, further, however, Guarantor's subsidiary must give at least thirty (30) days written notice to Lender prior to incurring or entering into any additional Leases or term loans, guarantees, lines of credit or other third-party credit facilities. Notwithstanding anything to the expiration or termination of the Revolving Credit Commitmentscontrary herein, but only on one occasion after the Closing Datewithout Lender's prior written consent, the Borrower may notify the Agent in writing that the Borrower or any of its Subsidiaries intends Guarantor's subsidiary, The Chillicothe Telephone Company ("Chillicothe"), will be able to incur Indebtedness for the purpose of expanding its manufacturing capacity, through the acquisition or construction of new manufacturing facilities or otherwise, additional secured indebtedness and request that the Agent (in consultation with the Lenders) and the Borrower enter into negotiations in good faith for a period unsecured indebtedness not to exceed 30 days from the date on which the Agent receives such notice with a view to agreeing on mutually acceptable revisions or adjustments to Section 5.02 and the related definitions hereunder to take into account such additional Indebtedness on a basis consistent with terms and conditions and market practice for similarly situated borrowers ten percent (the “Revised Terms”). If, before the expiration 10%) of such 30-day period, the Agent and the Borrower shall agree on Revised Terms to be proposed to the Lenders for their consideration, then the Agent shall promptly so notify the Lenders and propose an amendment to this Agreement to reflect such Revised Terms (an “Amendment Request”). If the Agent and the Borrower do not so agree within such timeframe, then the Agent shall no further obligations under this Section 9.15. (b) Each Lender shall be entitled to agree or decline to accept any Amendment Request in its sole discretion. If, before the expiration of 15 days after the Lenders receive the Amendment Request, the Required Lenders shall agree to accept the Revised Terms set out in the Amendment Request, then (i) the Agent shall so notify the Borrower and the Lenders, and (ii) the Agent, each applicable Lender and the Borrower shall promptly enter into an amendment to this Agreement and such other documentation as the Agent shall reasonably specify to evidence the Revised Terms, in each case in form and substance satisfactory to the Borrower, the Agent and each Lender party thereto. Upon the effectiveness of any such amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the Revised Terms described in the Amendment Request. (c) If the Required Lenders do not agree to accept the Revised Terms before the end of such 15-day period, then the Agent shall so notify the Borrower and the Lenders and neither the Agent nor any Lender shall have any further obligations under this Section 9.15. (d) Nothing in this Section 9.15 shall limit or otherwise modify (i) the obligation of the Borrower to satisfy all of its Obligations on the Revolving Credit Maturity Date, (ii) the voting requirements of Section 9.02, or (iii) the rights and remedies of the Agent and the Lenders under Article VII.Chillicothe's

Additional Indebtedness. None of the Credit Parties or their ----------------------- respective Subsidiaries shall directly or indirectly incur, create, assume or suffer to exist any Indebtedness other than: (a) At any time prior to Indebtedness under the expiration or termination of the Revolving Credit Commitments, but only on one occasion after the Closing Date, the Borrower may notify the Agent in writing that the Borrower or any of its Subsidiaries intends to incur Indebtedness for the purpose of expanding its manufacturing capacity, through the acquisition or construction of new manufacturing facilities or otherwise, and request that the Agent (in consultation with the Lenders) and the Borrower enter into negotiations in good faith for a period not to exceed 30 days from the date on which the Agent receives such notice with a view to agreeing on mutually acceptable revisions or adjustments to Section 5.02 and the related definitions hereunder to take into account such additional Indebtedness on a basis consistent with terms and conditions and market practice for similarly situated borrowers (the “Revised Terms”). If, before the expiration of such 30-day period, the Agent and the Borrower shall agree on Revised Terms to be proposed to the Lenders for their consideration, then the Agent shall promptly so notify the Lenders and propose an amendment to this Agreement to reflect such Revised Terms (an “Amendment Request”). If the Agent and the Borrower do not so agree within such timeframe, then the Agent shall no further obligations under this Section 9.15.Documents; (b) Each Lender shall be entitled to agree or decline to accept any Amendment Request in its sole discretion. If, before the expiration of 15 days after the Lenders receive the Amendment Request, the Required Lenders shall agree to accept the Revised Terms set out Indebtedness under Interest Rate Agreements entered into in the Amendment Requestordinary course of business, provided that the aggregate notional amount -------- thereof does not exceed an amount equal to 50% of the then outstanding Indebtedness of the Borrowers which is floating rate debt; (c) Indebtedness described on Schedule D, Part 8.6, and any -------------------- refinancing of such Indebtedness, so long as (i) the Agent shall so notify the Borrower and the Lenders, and (ii) the Agent, each applicable Lender and the Borrower shall promptly enter into an amendment to this Agreement and such other documentation as the Agent shall reasonably specify to evidence the Revised Terms, in each case in form and substance satisfactory to the Borrower, the Agent and each Lender party thereto. Upon the effectiveness of any such amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the Revised Terms described in the Amendment Request. (c) If the Required Lenders do not agree to accept the Revised Terms before the end of such 15-day period, then the Agent shall so notify the Borrower and the Lenders and neither the Agent nor any Lender shall have any further obligations under this Section 9.15. (d) Nothing in this Section 9.15 shall limit or otherwise modify (i) the obligation aggregate principal amount of the Borrower to satisfy all of its Obligations on the Revolving Credit Maturity DateIndebtedness so refinanced shall not be increased, (ii) the voting requirements of Section 9.02Indebtedness is incurred for the same purpose as the Indebtedness so refinanced, or (iii) the rights refinancing shall be on terms and remedies conditions no more restrictive than the terms and conditions of the Agent Indebtedness to be refinanced and (iv) with respect to Indebtedness under Capital Leases and Indebtedness secured by Purchase Money Liens, the Lenders principal amount of such refinanced Indebtedness is permitted by Section 8.6(d); -------------- (d) In addition to the Indebtedness permitted under Article VIISection ------- 8.6(c), (i) Indebtedness under Capital Leases and Indebtedness secured by ----- purchase money Liens on Equipment acquired after the Effective Date ("Purchase -------- Money Liens") so long as (A) each Purchase Money Lien shall attach only to the ----------- property to be acquired and any sale or insurance proceeds thereof (but excluding rental contracts covering such property or any proceeds thereof) and (B) the Indebtedness incurred shall not exceed eighty percent (80%) of the purchase price of the item or items of Equipment purchased and (ii) any refinancing of Indebtedness secured by Purchase Money Liens so long as (A) the Liens granted in connection with such Indebtedness shall attach only to the Equipment formerly subject to the Purchase Money Lien and any sale or insurance proceeds thereof (but excluding rental contracts covering such property or any proceeds thereof), (B) the aggregate principal amount of the Indebtedness so refinanced shall not be increased, (C) the Indebtedness is incurred for the same purpose as the Indebtedness so refinanced and (D) the refinancing shall be on terms and conditions no more restrictive than the terms and conditions of the Indebtedness to be refinanced; provided, however, that the Indebtedness -------- ------- permitted by clauses (i) and (ii) or described in Section 8.6(c)(iv) shall not ---------- -- ------------------ exceed $15,000,000 in the aggregate outstanding at any one time; (e) Indebtedness in respect of taxes, assessments, governmental charges and claims for labor, materials or supplies, to the extent that payment thereof is not required pursuant to Section 7.7; ----------- (f) Indebtedness constituting Contingent Obligations permitted by Section 8.8; ----------- (g) Indebtedness arising from intercompany loans (i) from any Person within a Subsidiary Group to the Borrower or any Subsidiary Guarantor which, in each case, is part of the same Subsidiary Group and (ii) from any Credit Party (other than a Subsidiary Guarantor) to any other such Credit Party, provided, -------- that (A) in the case of loans under clause (i), the aggregate principal amount ---------- of all such loans shall not exceed $5,000,000 at any time outstanding for any Subsidiary Group and $15,000,000 at any time outstanding for all Subsidiary Groups, (B) all such Indebtedness shall be evidenced by a promissory note executed by the Credit Party receiving such intercompany loans, pursuant to a promissory note substantially in the form of Exhibit T, (C) such Indebtedness --------- shall be subordinated in right of payment to the Obligations when due and payable and (D) the promissory notes evidencing such Indebtedness shall be pledged to the Agent, for the benefit of the Holders, pursuant to the Security Agreement or the applicable Subsidiary Security Agreement; and (h) Permitted Subordinated Indebtedness, provided, that, immediately -------- before and after the incurrence thereof, no Default or Event of Default has occurred and is continuing.

Additional Indebtedness. So long as there shall not have occurred and be continuing any Event of Default hereunder, the Borrower may, from time to time, incur other indebtedness which may be on a parity with the Bonds, and which may be secured by a lien on, or security interest in, on the Project , which is subordinate, or which is equal and ratable (but no senior or superior), to the lien on or security interest in the Project held by or for the benefit of the Trustee, but only upon the following terms and conditions: (a) At to finance (i) the costs of enlarging, improving, modifying, altering or replacing the Project or any time prior Equipment therein, (ii) refunding any Outstanding bonds; or (iii) any combination of the foregoing; and (iv) paying the costs and expenses incurred in connection with such indebtedness; (b) the Borrower first files with the Trustee (i) a certificate of an independent public accountant to the expiration or termination effect that the Debt Service Coverage Ratio for each of the Revolving Credit Commitmentstwo full most recent Fiscal Years of the Borrower was not less than 1.40 and that based upon a financial feasibility study prepared by such independent public accountant, but only the forecasted Debt Service Coverage Ratio for each of the two full Fiscal Years of the Borrower next following the incurrence of such indebtedness will not be less than 1.40 and setting forth in detail all calculations relevant to the computation of such Debt Service Coverage Ratios and (ii) an opinion of Bond Counsel that the incurrence of such indebtedness will not impair (A) the exclusion of interest on one occasion after the Closing DateSeries 1999A Bonds or any other tax-exempt series of Bonds issued under the Indenture from the gross income of the recipients thereof for federal income tax purposes or (B) the status of the Project as an authorized "project" under the Act. Notwithstanding the foregoing, the Borrower may notify shall have the Agent in writing that the Borrower or any of its Subsidiaries intends right to incur Indebtedness debt for the purpose of expanding its manufacturing capacity, through the acquisition or construction refinancing any debt of new manufacturing facilities or otherwise, and request that the Agent (in consultation with the Lenders) and the Borrower enter into negotiations in good faith for a period not to exceed 30 days from existing as of the date on which hereof without having to satisfy the Agent receives such notice with a view to agreeing on mutually acceptable revisions or adjustments to Section 5.02 and the related definitions hereunder to take into account such additional Indebtedness on a basis consistent with terms and conditions and market practice for similarly situated borrowers (the “Revised Terms”). If, before the expiration of such 30-day period, the Agent and the Borrower shall agree on Revised Terms to be proposed to the Lenders for their consideration, then the Agent shall promptly so notify the Lenders and propose an amendment to this Agreement to reflect such Revised Terms (an “Amendment Request”). If the Agent and the Borrower do not so agree within such timeframe, then the Agent shall no further obligations under this Section 9.15. (b) Each Lender shall be entitled to agree or decline to accept any Amendment Request in its sole discretion. If, before the expiration of 15 days after the Lenders receive the Amendment Request, the Required Lenders shall agree to accept the Revised Terms requirements set out in the Amendment Request, then (i) the Agent shall so notify the Borrower and the Lenders, and (ii) the Agent, each applicable Lender and the Borrower shall promptly enter into an amendment to this Agreement and such other documentation as the Agent shall reasonably specify to evidence the Revised Terms, in each case in form and substance satisfactory to the Borrower, the Agent and each Lender party thereto. Upon the effectiveness of any such amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the Revised Terms described in the Amendment Request. (c) If the Required Lenders do not agree to accept the Revised Terms before the end of such 15-day period, then the Agent shall so notify the Borrower and the Lenders and neither the Agent nor any Lender shall have any further obligations under this Section 9.15. (d) Nothing forth in this Section 9.15 shall limit or otherwise modify (i) the obligation 7.21, so long as such indebtedness does not exceed 85% of the Borrower to satisfy all of its Obligations on Borrower's accounts receivable, inventory (as such terms are defined in the Revolving Credit Maturity DateNew Jersey Uniform Commercial Code), (ii) the voting requirements of Section 9.02, or (iii) the rights and remedies of the Agent and the Lenders under Article VIIappraised value of property, plant and equipment.

Additional Indebtedness. (a) At any time prior to the expiration or termination of the Revolving Credit Commitments, but only on one occasion after the Closing Date, the Borrower may notify the Agent in writing that the Borrower or Neither OSG nor any of its Subsidiaries intends shall directly or indirectly incur, create, assume or suffer to incur exist any Indebtedness for other than: (a) Indebtedness under the purpose Credit Documents; (b) Indebtedness under Interest Rate Agreements in the ordinary course of expanding its manufacturing capacitybusiness; (c) Indebtedness described on Schedule B, through the acquisition or construction of new manufacturing facilities or otherwisePart 8.7, and request that any refinancing of such Indebtedness (excluding any Indebtedness of Foreign Subsidiaries), so long as the Agent (in consultation with aggregate principal amount of the Lenders) Indebtedness so refinanced shall not be increased and the Borrower enter into negotiations in good faith for a period refinancing shall be on terms and conditions no more restrictive than the terms and conditions of the Indebtedness to be refinanced; (d) Indebtedness under Capital Leases or secured by purchase money liens on Equipment acquired after the date of this Credit Agreement not to exceed 30 days $2,000,000 in the aggregate outstanding at any one time (collectively, "Purchase Money Liens") so long as such Indebtedness shall be from the date parties and on which the Agent receives such notice with a view to agreeing on mutually acceptable revisions or adjustments to Section 5.02 and the related definitions hereunder to take into account such additional Indebtedness on a basis consistent with terms and conditions satisfactory to the Agent, each Purchase Money Lien shall attach only to the property to be acquired and market practice proceeds thereof, a description shall have been furnished to the Agent for similarly situated borrowers any item of Equipment for which the purchase price is greater than $500,000, and the Indebtedness incurred shall not exceed one hundred percent (100%) of the “Revised Terms”). Ifpurchase price of the item or items of Equipment purchased. (e) Subordinated Debt of OSG, before which may be guaranteed by the expiration of Borrowers and any Subsidiaries which are Guarantors hereunder, provided all such 30-day period, guaranties shall be on a subordinated basis on the terms approved by the Agent and the Borrower shall agree on Revised Terms to be proposed to the Lenders for their consideration, then the Agent shall promptly so notify the Lenders and propose an amendment to this Agreement to reflect such Revised Terms (an “Amendment Request”). If the Agent and the Borrower do not so agree within such timeframe, then the Agent shall no further obligations under this Section 9.15.Majority Lenders; (bf) Each Lender shall be entitled to agree or decline to accept any Amendment Request in its sole discretion. If, before the expiration Indebtedness representing deferred payments of 15 days after the Lenders receive the Amendment Request, the Required Lenders shall agree to accept the Revised Terms set out in the Amendment Request, then insurance premiums; (g) Indebtedness of (i) the Agent shall so notify the a Borrower and the Lenders, and Party to another Borrower Party or a Domestic Subsidiary or (ii) the Agent, each applicable Lender and the a Domestic Subsidiary to a Borrower shall promptly enter into an amendment to this Agreement and such other documentation as the Agent shall reasonably specify to evidence the Revised Terms, or another Domestic Subsidiary in each case in form and substance satisfactory evidenced by an Intercompany Note pledged to the Borrower, the Agent and each Lender party thereto. Upon the effectiveness Agent; provided that Indebtedness of a Borrower to any such amendment, this Agreement Domestic Subsidiary of a Borrower not a Borrower Party shall be amended to the extent (but only to the extent) necessary to reflect the Revised Terms described not exceed $1,000,000 in the Amendment Request. (c) If the Required Lenders do not agree to accept the Revised Terms before the end of such 15-day period, then the Agent shall so notify the Borrower and the Lenders and neither the Agent nor aggregate at any Lender shall have any further obligations under this Section 9.15. (d) Nothing in this Section 9.15 shall limit or otherwise modify (i) the obligation of the Borrower to satisfy all of its Obligations on the Revolving Credit Maturity Date, (ii) the voting requirements of Section 9.02, or (iii) the rights and remedies of the Agent and the Lenders under Article VII.time outstanding;

Additional Indebtedness. (a) At any time prior to the expiration or termination of the Revolving Credit Commitments, but only on one occasion after the Closing Date, the Neither Borrower may notify the Agent in writing that the Borrower or nor any of its Subsidiaries intends shall directly or indirectly incur, create, assume or suffer to incur exist any Indebtedness for other than: (a) Indebtedness under the purpose Loan Documents and Derivative Obligations under which a Lender (or its Affiliate) is the counterparty incurred in the ordinary course of expanding its manufacturing capacity, through the acquisition or construction of new manufacturing facilities or otherwise, and request that the Agent (in consultation with the Lenders) and the Borrower enter into negotiations in good faith for a period not to exceed 30 days from the date on which the Agent receives such notice with a view to agreeing on mutually acceptable revisions or adjustments to Section 5.02 and the related definitions hereunder to take into account such additional Indebtedness on a basis consistent with terms and conditions and market practice for similarly situated borrowers (the “Revised Terms”). If, before the expiration of such 30-day period, the Agent and the Borrower shall agree on Revised Terms to be proposed to the Lenders for their consideration, then the Agent shall promptly so notify the Lenders and propose an amendment to this Agreement to reflect such Revised Terms (an “Amendment Request”). If the Agent and the Borrower do not so agree within such timeframe, then the Agent shall no further obligations under this Section 9.15.business; (b) Each Lender shall be entitled to agree or decline to accept any Amendment Request in its sole discretion. If, before the expiration of 15 days after the Lenders receive the Amendment Request, the Required Lenders shall agree to accept the Revised Terms set out Unsecured Derivative Obligations incurred in the Amendment Request, then (i) the Agent shall so notify the Borrower and the Lenders, and (ii) the Agent, each applicable Lender and the Borrower shall promptly enter into an amendment to this Agreement and such other documentation as the Agent shall reasonably specify to evidence the Revised Terms, in each case in form and substance satisfactory to the Borrower, the Agent and each Lender party thereto. Upon the effectiveness ordinary course of any such amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the Revised Terms described in the Amendment Request.business; (c) If the Required Lenders do not agree to accept the Revised Terms before the end Indebtedness described on Exhibit 8.2.2, and any refinancing of such 15-day periodIndebtedness, then so long as the Agent aggregate principal amount of the Indebtedness so refinanced shall so notify the Borrower not be increased and the Lenders refinancing shall be on terms and neither conditions no more restrictive than the Agent nor any Lender shall have any further obligations under this Section 9.15.terms and conditions of the Indebtedness to be refinanced; (d) Nothing Indebtedness, including Capitalized Lease Obligations, secured by purchase money liens on or respecting Equipment the title to or leasehold interest in this Section 9.15 which is acquired after the Original Closing Date, not to exceed $2,500,000 in the aggregate (irrespective of when due) outstanding at any one time ("Purchase Money Liens and Leases") so long as each Purchase Money Lien or Lease shall limit attach or otherwise modify relate only to the property to be acquired or the acquisition cost of which is financed through leasing, a description shall have been furnished to Agent for any item of equipment for which the purchase price (iwhether payable by Borrower or the lessor thereof) is greater than $50,000 and the principal amount of the debt incurred (including the principal component of lease payments) shall not exceed one hundred percent (100%) of the purchase price of the item or items of equipment; (e) Indebtedness consisting of loans or advances by Borrower to a Guarantor or by a Guarantor to Borrower or another Guarantor; provided that all such loans and advances are evidenced by a promissory note, which is pledged to Agent; (f) the obligation of the Borrower Senior Notes; and (g) Indebtedness (other than Indebtedness under this Agreement) incurred to satisfy all of its Obligations on the Revolving Credit Maturity Datefinance insurance premiums, (ii) the voting requirements of Section 9.02, or (iii) the rights and remedies of the Agent and the Lenders under Article VIInot to exceed $2,500,000 in any fiscal year.

Additional Indebtedness. (a) At any Upon written notice to the Administrative Agent, Borrowers may from time to time request, prior to the expiration or termination of the Revolving Credit Commitments, but only on one occasion after the Closing Commitment Termination Date, an increase in the Borrower may notify the Agent in writing that the Borrower or any of its Subsidiaries intends to incur Indebtedness for the purpose of expanding its manufacturing capacity, through the acquisition or construction of new manufacturing facilities or otherwise, and request that the Agent (in consultation with the Lenders) and the Borrower enter into negotiations in good faith for a period not to exceed 30 days from the date on which the Agent receives such notice with a view to agreeing on mutually acceptable revisions or adjustments to Section 5.02 and the related definitions hereunder to take into account such additional Indebtedness on a basis consistent with terms and conditions and market practice for similarly situated borrowers existing Revolving Commitments (the “Revised TermsIncreased Commitments”) or to establish a new term loan Credit Facility (the “Incremental Term Loan Commitments” and, together with the Increased Commitments, the “Incremental Facilities”). If, before ; provided that the expiration amount of such 30-Incremental Facilities shall be determined by Borrowers and shall not exceed the greater of $600,000,000 and 250% of Borrower Cash Flow as of the last day periodof the most recently ended Measurement Period, in the Agent and aggregate for all Incremental Facilities outstanding at any time (the Borrower shall agree on Revised Terms to be proposed to the Lenders for their consideration, then the Agent shall promptly so notify the Lenders and propose an amendment to this Agreement to reflect such Revised Terms (an “Amendment RequestAvailable Incremental Amount”). If the Agent and the Borrower do not so agree within ; provided that any such timeframe, then the Agent request for Incremental Facilities shall no further obligations under this Section 9.15be in a minimum amount of $10,000,000. (b) Each Lender such notice shall be entitled to agree or decline to accept any Amendment Request in its sole discretion. If, before the expiration of 15 days after the Lenders receive the Amendment Request, the Required Lenders shall agree to accept the Revised Terms set out in the Amendment Request, then specify (i) the date (each, an “Increased Amount Date”) on which Borrowers propose that the Increased Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than five (5) Business Days after the date on which such notice is delivered to the Administrative Agent shall so notify (unless the Borrower and the Lenders, Administrative Agent otherwise agrees to a shorter period) and (ii) the Agentidentity of each Lender or other Person (which shall be an Eligible Assignee) (each, each applicable Lender an “Increased Commitment Lender” or “Incremental Term Loan Lender,” as applicable) to whom Borrowers propose any portion of such Increased Commitments or Incremental Term Loan Commitments, as applicable, initially be allocated and the Borrower amounts of such allocations (and whether any such Increased Commitment Lender or its Affiliates will become an Issuing Bank and, if so, the amount of each such Person’s Lender Sublimit); provided that any existing Lender approached to provide all or a portion of the Increased Commitments or Incremental Term Loan Commitments, as applicable, may elect or decline, in its sole discretion, to provide such commitments. Any Incremental Term Loans made on an Increased Amount Date shall promptly enter into an amendment to be designated as a separate series (a “Series”) of Incremental Term Loans for all purposes of this Agreement and or, if made on terms identical to any existing Series of Incremental Term Loans, may constitute a part of such other documentation as the Agent shall reasonably specify to evidence the Revised Terms, in each case in form and substance satisfactory to the Borrower, the Agent and each Lender party thereto. Upon the effectiveness Series of any such amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the Revised Terms described in the Amendment RequestIncremental Term Loans. (c) If the Required Lenders do not agree to accept the Revised Terms before the end of such 15-day period, then the The Administrative Agent shall so promptly notify the Borrower Borrowers and the existing Lenders of (x) the Increased Commitments and neither the Agent nor Increased Commitment Lenders or the Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable and (y) in the case of each notice to any Lender, the respective interests in such Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.22. Each Increased Commitment Lender and Incremental Term Loan Lender shall have any further obligations under this be subject to the provisions of Section 9.152.18. (d) Nothing On any Increased Amount Date on which Increased Commitments are made effective or available, subject to the satisfaction of the terms and conditions in this Section 9.15 2.22, each of the existing Lenders shall limit or otherwise modify assign to each of the Increased Commitment Lenders, and each of the Increased Commitment Lenders shall purchase from each of the existing Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and unused Revolving Commitments will be held by existing Lenders and such Increased Commitment Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Increased Commitments to the Revolving Commitments, (i) each Increased Commitment shall be deemed for all purposes a Revolving Commitment and each Incremental Revolving Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (ii) each Increased Commitment Lender shall become a Lender with respect to the obligation Increased Commitment and all matters relating thereto. The Increased Commitments shall become Revolving Commitments under this Agreement pursuant to an Incremental Amendment and, as appropriate, amendments to the other Credit Documents. Such amendment may, without the consent of any other Lender, effect such amendments to this Agreement and the other Credit Documents as may be necessary, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22. (e) On any Increased Amount Date on which any Incremental Term Loan Commitments of any Series are effective, subject to the satisfaction of terms and conditions to be mutually agreed between the applicable Borrower and the Incremental Term Loan Lenders providing such Incremental Term Loans (and including the terms and conditions in this Section 2.22), each Incremental Term Loan Lender of such Series shall make a Loan to satisfy the applicable Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment of such Series and (i) each Incremental Term Loan Lender of such Series shall become a Lender hereunder with respect to its Incremental Term Loan Commitment and the Incremental Term Loans of such Series made pursuant thereto. (f) The terms and provisions of the Incremental Facilities shall be, (i) except as otherwise set forth herein, as agreed in the Incremental Amendment and, as appropriate, any necessary amendments to the other Credit Documents, executed by the Borrowers, the applicable Increased Commitment Lenders and Incremental Term Loan Lenders providing such Increased Commitments and Incremental Term Loan Commitments, respectively, and the Administrative Agent and (ii) subject to the limitations in clauses (A) and (B) below, not more restrictive, taken as a whole, to the Borrowers and the other Credit Parties than those applicable to any Revolving Credit Facility at the time of incurrence of such Incremental Facility, unless such other terms (1) apply only after the Latest Maturity Date of each such Revolving Credit Facility in effect at the time of incurrence of such Incremental Facility, (2) shall also apply to each Revolving Credit Facility at the time of incurrence of such Incremental Facility (which such application shall not require the consent of the Lenders or the Administrative Agent if so reasonably determined by the Borrowers) or (3) in the case of Incremental Term Facilities, relate to mandatory prepayments, premiums (including make-whole provisions), interest, fees or (subject to the foregoing) maturity or amortization. In any event, (A) the Weighted Average Life to Maturity of any such Incremental Term Facility shall be no shorter than 75% of the remaining time to maturity date of the Revolving Loans in effect at such time of incurrence, (B) the applicable Maturity Date for any such Increased Commitments shall be no shorter than the Latest Maturity Date for all Revolving Loans at the time of its Obligations incurrence of such Incremental Facility, (C) any Increased Commitments (and the Revolving Loans made thereunder) shall have the same terms as the existing Revolving Commitments and (D) each Incremental Facility shall be secured by a pari passu or junior lien on the Collateral securing the Revolving Credit Maturity DateFacility pursuant to documents substantially in the form of the Collateral Documents in place on the Closing Date (or otherwise more favorable to the Borrowers in the case of any Incremental Term Loans), with such changes necessary to reflect the junior status of any junior liens. Without limiting the foregoing, any Incremental Amendment establishing or increasing Incremental Term Facilities may provide that the mandatory prepayment provisions of Section 2.12 permit such prepayments to be applied first to any Incremental Term Loans and customary provisions to permit buy-backs of term loan debt (subject to no Default or Event of Default). (g) Each Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, the Borrowers and the lenders providing the relevant Incremental Facility, to effect the provisions of this Section 2.22 (including, in the case of any Incremental Term Loans, to provide for additional mandatory prepayments not already included herein and debt buyback provisions on customary terms). (h) As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent (x) reaffirmation agreements of the Credit Parties which reaffirm the guaranty and Liens provided pursuant to the Credit Documents and (y) a certificate of each Credit Party dated as of the Increased Amount Date signed by an Authorized Representative of such Credit Party (i) certifying and attaching the resolutions adopted by such Credit Party approving or consenting to such increase and (ii) in the voting requirements case of Borrowers, certifying that, before and after giving effect to such increase, subject to Section 9.021.7, or (iiiA) the rights representations and remedies warranties contained in Section 4 and the other Credit Documents are true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or any similar qualifier, in which case, it shall be true and correct in all respects) on and as of the Increased Amount Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date; provided that to the extent such Incremental Facility will be used concurrently with the initial provision of such Incremental Facility to finance any Investment permitted pursuant to Section 6.5(i), the such representations and warranties shall be limited to customary “SunGard” representations and warranties (including those with respect to the target contained in the acquisition or merger agreement to the extent failure of such representations and warranties to be true and correct permits the Borrowers or relevant Affiliates thereof not to consummate the transactions contemplated thereby, (B) as of the time of -91- CREDIT AGREEMENT (PATTERN REVOLVER) determination provided by Section 1.7, no Event of Default exists at such time and no Event of Default would exist immediately after giving effect thereto and (C) as of the time of determination provided by Section 1.7, Borrowers are in compliance with the financial covenants set forth in Section 6.6 (treating any such increase in the form of Increased Commitments as fully drawn for this purpose). To the extent reasonably requested by the Administrative Agent (acting in its capacity as such), Borrowers shall deliver or cause to be delivered legal opinions which are similar to those delivered on the Closing Date pursuant to Section 3.1(f) (or otherwise in form and substance reasonably satisfactory to the Lenders under Article VIIAdministrative Agent) and any other documents, in each case as reasonably requested by the Administrative Agent in connection with any such transaction. (i) This Section 2.22 shall supersede any provisions in Section 2.15 or 10.5 to the contrary.

Additional Indebtedness. Borrow money on a secured or unsecured ----------------------- basis from any other lender or incur any additional secured or unsecured indebtedness (a) At any time prior other than indebtedness incurred under and pursuant to the expiration or termination Secured Revolving Line of Credit Agreement, dated as of the Revolving Credit Commitmentsdate hereof, but only on one occasion after between Borrower and Lender, as the Closing Datesame may be amended, the Borrower may notify the Agent in writing that the Borrower restated, supplemented or otherwise modified from time to time); or enter into or allow any of its Subsidiaries intends to enter into any Leases, unless at that time Borrower meets the Minimum Net Worth Test; provided, however, -------- ------- Borrower and its Subsidiaries, may grant purchase money secured indebtedness or incur Indebtedness for unsecured trade debt or pay other current operating liabilities that arise in the purpose ordinary course of expanding business so long as the aggregate total of such debt does not exceed five percent (5%) of Borrower's consolidated total assets. If Borrower meets the Minimum Net Worth Test, then Borrower and its manufacturing capacitySubsidiaries may incur additional indebtedness or enter into Leases without prior written approval of Lender as provided in the foregoing sentence, through the acquisition or construction of new manufacturing facilities or otherwise, and request that the Agent (in consultation with the Lenders) and provided the Borrower enter into negotiations in good faith for a period not to exceed 30 days from meets the date on which the Agent receives such notice with a view to agreeing on mutually acceptable revisions or adjustments to Section 5.02 and the related definitions hereunder to take into account Minimum -------- Net Worth Test after incurring such additional Indebtedness on a basis consistent with terms and conditions and market practice for similarly situated borrowers indebtedness or entering into such Leases; provided, further, however, Borrower -------- ------- ------- must give at least thirty (the “Revised Terms”). If, before the expiration of such 30-day period, the Agent and the Borrower shall agree on Revised Terms ) days written notice to be proposed Lender prior to the Lenders for their consideration, then the Agent shall promptly so notify the Lenders and propose an amendment to this Agreement to reflect such Revised Terms (an “Amendment Request”). If the Agent and the Borrower do not so agree within such timeframe, then the Agent shall no further obligations under this Section 9.15. (b) Each Lender shall be entitled to agree incurring any additional indebtedness or decline to accept any Amendment Request in its sole discretion. If, before the expiration of 15 days after the Lenders receive the Amendment Request, the Required Lenders shall agree to accept the Revised Terms set out in the Amendment Request, then (i) the Agent shall so notify the Borrower and the Lenders, and (ii) the Agent, each applicable Lender and the Borrower shall promptly enter entering into an amendment to this Agreement and such other documentation as the Agent shall reasonably specify to evidence the Revised Terms, in each case in form and substance satisfactory to the Borrower, the Agent and each Lender party thereto. Upon the effectiveness of any such amendment, this Agreement shall be amended to the extent Leases which exceed five percent (but only to the extent5%) necessary to reflect the Revised Terms described in the Amendment Requestof Borrower's consolidated total assets. (c) If the Required Lenders do not agree to accept the Revised Terms before the end of such 15-day period, then the Agent shall so notify the Borrower and the Lenders and neither the Agent nor any Lender shall have any further obligations under this Section 9.15. (d) Nothing in this Section 9.15 shall limit or otherwise modify (i) the obligation of the Borrower to satisfy all of its Obligations on the Revolving Credit Maturity Date, (ii) the voting requirements of Section 9.02, or (iii) the rights and remedies of the Agent and the Lenders under Article VII.

Additional Indebtedness. Neither any Borrower nor any of the Borrowers' Subsidiaries shall directly or indirectly incur, create, assume or suffer to exist any Indebtedness other than: (a) At any time prior to Indebtedness under the expiration or termination of the Revolving Credit Commitments, but only on one occasion after the Closing Date, the Borrower may notify the Agent in writing that the Borrower or any of its Subsidiaries intends to incur Indebtedness for the purpose of expanding its manufacturing capacity, through the acquisition or construction of new manufacturing facilities or otherwise, and request that the Agent (in consultation with the Lenders) and the Borrower enter into negotiations in good faith for a period not to exceed 30 days from the date on which the Agent receives such notice with a view to agreeing on mutually acceptable revisions or adjustments to Section 5.02 and the related definitions hereunder to take into account such additional Indebtedness on a basis consistent with terms and conditions and market practice for similarly situated borrowers (the “Revised Terms”). If, before the expiration of such 30-day period, the Agent and the Borrower shall agree on Revised Terms to be proposed to the Lenders for their consideration, then the Agent shall promptly so notify the Lenders and propose an amendment to this Agreement to reflect such Revised Terms (an “Amendment Request”). If the Agent and the Borrower do not so agree within such timeframe, then the Agent shall no further obligations under this Section 9.15.Documents; (b) Each Lender Indebtedness under Interest Rate Agreements entered into in the ordinary course of business; (c) Indebtedness described on Schedule B, Part 8.7, and any refinancing of such Indebtedness, so long as the aggregate principal amount of the Indebtedness so refinanced shall not be increased and the refinancing shall be entitled on terms and conditions no more restrictive than the terms and conditions of the Indebtedness to agree or decline to accept any Amendment Request in its sole discretion. If, before the expiration of 15 days be refinanced; (d) Indebtedness (including capital leases) secured by purchase money liens on equipment acquired after the Lenders receive the Amendment Request, the Required Lenders shall agree date of this Credit Agreement not to accept the Revised Terms set out exceed $2,500,000 in the Amendment Requestaggregate outstanding at any one time ("Purchase Money Liens") so long as such Indebtedness shall be on terms and conditions reasonably satisfactory to the Agent, then each Purchase Money Lien shall attach only to the property to be acquired, a description shall have been furnished to the Agent for any item of equipment for which the purchase price is greater than $100,000, and the debt incurred shall not exceed ninety percent (90%) of the purchase price of the item or items of equipment purchased or acquired; (e) (i) the Agent shall so notify the Borrower and the Lenders, Other Indebtedness incurred to finance capital expenditures which is subject to firm commitments for subsequent refinancing pursuant to obligations not constituting Indebtedness; and (ii) other Indebtedness in an amount not to exceed $4,000,000 in the Agent, each applicable Lender aggregate outstanding at any time; (f) any Borrower and any of the Borrowers' Affiliates that has executed a Guarantee may guarantee the obligations of Holdings in respect of the Holdings Senior Subordinated Notes pursuant to a Subsidiary Subordinated Note Guaranty; and (g) Indebtedness arising from intercompany loans from any Borrower shall promptly enter into an amendment to this Agreement and such any other documentation as the Agent shall reasonably specify to evidence the Revised Terms, in each case in form and substance satisfactory to the Borrower, the Agent and each Lender party thereto. Upon the effectiveness of any such amendmentPROVIDED, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the Revised Terms described in the Amendment Request. (c) If the Required Lenders do not agree to accept the Revised Terms before the end of such 15-day period, then the Agent shall so notify the Borrower and the Lenders and neither the Agent nor any Lender shall have any further obligations under this Section 9.15. (d) Nothing in this Section 9.15 shall limit or otherwise modify that (i) the obligation of all such Indebtedness shall be evidenced by a promissory note executed by the Borrower to satisfy all receiving such intercompany loans, substantially in the form of its Obligations on the Revolving Credit Maturity DateExhibit U, (ii) such Indebtedness shall be subordinated in right of payment to the voting requirements of Section 9.02, or Obligations when due and payable and (iii) the rights and remedies promissory notes evidencing such Indebtedness shall be pledged to the Agent, for the benefit of the Agent and Lenders, pursuant to the Lenders under Article VIIPledge Agreement.

Additional Indebtedness. Borrow money, or allow any Subsidiary to borrow money, on a secured or unsecured basis from any other lender or incur any additional secured or unsecured indebtedness (a) At any time prior other than indebtedness incurred under and pursuant to the expiration or termination two secured revolving line of credit agreements, each dated as of the Revolving Credit Commitmentsdate hereof, but only on one occasion after between Borrower and Lender, as the Closing Datesame may be amended, the Borrower may notify the Agent in writing that the Borrower restated, supplemented or otherwise modified from time to time); or enter into or allow any of its Subsidiaries intends to enter into any Leases, unless at that time Borrower meets the Minimum Net Worth Test; provided, however, Borrower and its Subsidiaries, may grant purchase money secured indebtedness or incur Indebtedness for unsecured trade debt or pay other current operating liabilities that arise in the purpose ordinary course of expanding business so long as the aggregate total of such debt does not exceed five percent (5%) of Borrower's consolidated total assets. If Borrower meets the Minimum Net Worth Test, then Borrower and its manufacturing capacitySubsidiaries may incur additional unsecured indebtedness or enter into Leases without prior written approval of Lender as provided in the foregoing sentence, through the acquisition or construction of new manufacturing facilities or otherwise, and request that the Agent (in consultation with the Lenders) and provided the Borrower enter into negotiations in good faith for a period not to exceed 30 days from meets the date on which the Agent receives such notice with a view to agreeing on mutually acceptable revisions or adjustments to Section 5.02 and the related definitions hereunder to take into account Minimum Net Worth Test after incurring such additional Indebtedness on a basis consistent with terms and conditions and market practice for similarly situated borrowers unsecured indebtedness or entering into such Leases; provided, further, however, Borrower must give at least thirty (the “Revised Terms”). If, before the expiration of such 30-day period, the Agent and the Borrower shall agree on Revised Terms ) days written notice to be proposed Lender prior to the Lenders for their consideration, then the Agent shall promptly so notify the Lenders and propose an amendment to this Agreement to reflect such Revised Terms (an “Amendment Request”). If the Agent and the Borrower do not so agree within such timeframe, then the Agent shall no further obligations under this Section 9.15. (b) Each Lender shall be entitled to agree incurring any additional unsecured indebtedness or decline to accept any Amendment Request in its sole discretion. If, before the expiration of 15 days after the Lenders receive the Amendment Request, the Required Lenders shall agree to accept the Revised Terms set out in the Amendment Request, then (i) the Agent shall so notify the Borrower and the Lenders, and (ii) the Agent, each applicable Lender and the Borrower shall promptly enter entering into an amendment to this Agreement and such other documentation as the Agent shall reasonably specify to evidence the Revised Terms, in each case in form and substance satisfactory to the Borrower, the Agent and each Lender party thereto. Upon the effectiveness of any such amendment, this Agreement shall be amended to the extent Leases which exceed five percent (but only to the extent5%) necessary to reflect the Revised Terms described in the Amendment Requestof Borrower's consolidated total assets. (c) If the Required Lenders do not agree to accept the Revised Terms before the end of such 15-day period, then the Agent shall so notify the Borrower and the Lenders and neither the Agent nor any Lender shall have any further obligations under this Section 9.15. (d) Nothing in this Section 9.15 shall limit or otherwise modify (i) the obligation of the Borrower to satisfy all of its Obligations on the Revolving Credit Maturity Date, (ii) the voting requirements of Section 9.02, or (iii) the rights and remedies of the Agent and the Lenders under Article VII.

Additional Indebtedness. None of the Credit Parties or their ----------------------- respective Subsidiaries shall directly or indirectly incur, create, assume or suffer to exist any Indebtedness other than: (a) At any time prior to Indebtedness under the expiration or termination of the Revolving Credit Commitments, but only on one occasion after the Closing Date, the Borrower may notify the Agent in writing that the Borrower or any of its Subsidiaries intends to incur Indebtedness for the purpose of expanding its manufacturing capacity, through the acquisition or construction of new manufacturing facilities or otherwise, and request that the Agent (in consultation with the Lenders) and the Borrower enter into negotiations in good faith for a period not to exceed 30 days from the date on which the Agent receives such notice with a view to agreeing on mutually acceptable revisions or adjustments to Section 5.02 and the related definitions hereunder to take into account such additional Indebtedness on a basis consistent with terms and conditions and market practice for similarly situated borrowers (the “Revised Terms”). If, before the expiration of such 30-day period, the Agent and the Borrower shall agree on Revised Terms to be proposed to the Lenders for their consideration, then the Agent shall promptly so notify the Lenders and propose an amendment to this Agreement to reflect such Revised Terms (an “Amendment Request”). If the Agent and the Borrower do not so agree within such timeframe, then the Agent shall no further obligations under this Section 9.15.Documents; (b) Each Lender shall be entitled to agree or decline to accept any Amendment Request in its sole discretion. If, before the expiration of 15 days after the Lenders receive the Amendment Request, the Required Lenders shall agree to accept the Revised Terms set out Indebtedness under Interest Rate Agreements entered into in the Amendment Requestordinary course of business, provided that the aggregate notional amount thereof -------- does not exceed an amount equal to 50% of the then outstanding Indebtedness of the Borrowers which is floating rate debt; (c) Indebtedness described on Schedule D, Part 8.6, and any -------------------- refinancing of such Indebtedness, so long as (i) the Agent shall so notify the Borrower and the Lenders, and (ii) the Agent, each applicable Lender and the Borrower shall promptly enter into an amendment to this Agreement and such other documentation as the Agent shall reasonably specify to evidence the Revised Terms, in each case in form and substance satisfactory to the Borrower, the Agent and each Lender party thereto. Upon the effectiveness of any such amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the Revised Terms described in the Amendment Request. (c) If the Required Lenders do not agree to accept the Revised Terms before the end of such 15-day period, then the Agent shall so notify the Borrower and the Lenders and neither the Agent nor any Lender shall have any further obligations under this Section 9.15. (d) Nothing in this Section 9.15 shall limit or otherwise modify (i) the obligation aggregate principal amount of the Borrower to satisfy all of its Obligations on the Revolving Credit Maturity DateIndebtedness so refinanced shall not be increased, (ii) the voting requirements of Section 9.02, or Indebtedness is incurred for the same purpose as the Indebtedness so refinanced and (iii) the rights refinancing shall be on terms and remedies conditions no more restrictive than the terms and conditions of the Agent Indebtedness to be refinanced; (d) In addition to the Indebtedness permitted under Section 8.6(c), -------------- (i) Indebtedness under Capital Leases and Indebtedness secured by purchase money Liens on Equipment acquired after the Lenders under Article VIIdate of this Credit Agreement ("Purchase Money Liens") so long as (A) such -------------------- Indebtedness shall be from parties and on terms and conditions satisfactory to the Agent, (B) each Purchase Money Lien shall attach only to the property to be acquired and (C) the Indebtedness incurred shall not exceed eighty percent (80%) of the purchase price of the item or items of Equipment purchased and (ii) any refinancing of Indebtedness secured by Purchase Money Liens so long as (A) such Indebtedness shall be from parties and on terms and conditions satisfactory to the Agent, (B) the Liens granted in connection with such Indebtedness shall attach only to the Equipment formerly subject to the Purchase Money Lien, (C) the aggregate principal amount of the Indebtedness so refinanced shall not be increased, (D) the Indebtedness is incurred for the same purpose as the Indebtedness so refinanced and (E) the refinancing shall be on terms and conditions no more restrictive than the terms and conditions of the Indebtedness to be refinanced; provided, however, that the Indebtedness permitted by clauses -------- ------- ------- (i) and (ii) shall not exceed $5,000,000 in the aggregate outstanding at any one --- ---- time; (e) Indebtedness in respect of taxes, assessments, governmental charges and claims for labor, materials or supplies, to the extent that payment thereof is not required pursuant to Section 7.7; ----------- (f) Indebtedness constituting Contingent Obligations permitted by Section 8.8; and ----------- (g) Indebtedness arising from intercompany loans from any Credit Party to any other Credit Party, provided, that (i) all such Indebtedness shall -------- be evidenced by a promissory note executed by the Borrower receiving such intercompany loan, pursuant to a promissory note in substantially the form of Exhibit Q, (ii) such Indebtedness shall be subordinated in right of payment to --------- the Obligations when due and payable and (iii) the promissory notes evidencing such Indebtedness shall be pledged to the Agent, for the benefit of the Holders, pursuant to the Security Agreement.

Additional Indebtedness. The Guarantor will not borrow money on a secured or unsecured basis from any other lender without obtaining Lender's prior written consent. Furthermore, no subsidiary of the Guarantor will borrow money on a secured or unsecured basis from any other lender, or incur any additional secured or unsecured Indebtedness, or enter into any Leases, unless at that time Guarantor and its subsidiaries shall have a consolidated Net Worth equal to or greater than forty percent (a40%); provided, however, Guarantor and its subsidiaries may grant purchase money secured indebtedness or incur unsecured trade debt or pay other current operating liabilities that arise in the ordinary course of business so long as the aggregate total of such debt does not exceed five percent (5%) At any time of Guarantor's consolidated total assets. If Guarantor and its subsidiaries' consolidated Net Worth exceeds forty percent (40%), then Guarantor's subsidiaries may incur additional Guarantor's Indebtedness or enter into Leases without prior written approval of Lender so long as the Guarantor and its subsidiaries meet the forty percent (40%) consolidated Net Worth test after incurring such additional Guarantor's Indebtedness or entering into such Leases; provided, further, however, Guarantor's subsidiary must give at least thirty (30) days written notice to Lender prior to incurring or entering into any additional Leases or term loans, guarantees, lines of credit or other third-party credit facilities. Notwithstanding anything to the expiration or termination of the Revolving Credit Commitmentscontrary herein, but only on one occasion after the Closing Datewithout Lender's prior written consent, the Borrower may notify the Agent in writing that the Borrower or any of its Subsidiaries intends Guarantor's subsidiary, The Chillicothe Telephone Company ("Chillicothe"), will be able to incur Indebtedness for the purpose of expanding its manufacturing capacity, through the acquisition or construction of new manufacturing facilities or otherwise, additional secured indebtedness and request that the Agent (in consultation with the Lenders) and the Borrower enter into negotiations in good faith for a period unsecured indebtedness not to exceed 30 days from the date on which the Agent receives such notice with a view to agreeing on mutually acceptable revisions or adjustments to Section 5.02 and the related definitions hereunder to take into account such additional Indebtedness on a basis consistent with terms and conditions and market practice for similarly situated borrowers ten percent (the “Revised Terms”). If, before the expiration 10%) of such 30Chillicothe's stand-day period, the Agent and the Borrower shall agree on Revised Terms to be proposed to the Lenders for their consideration, then the Agent shall promptly so notify the Lenders and propose an amendment to this Agreement to reflect such Revised Terms (an “Amendment Request”). If the Agent and the Borrower do not so agree within such timeframe, then the Agent shall no further obligations under this Section 9.15. (b) Each Lender shall be entitled to agree or decline to accept any Amendment Request in its sole discretion. If, before the expiration of 15 days after the Lenders receive the Amendment Request, the Required Lenders shall agree to accept the Revised Terms set out in the Amendment Request, then alone total assets provided that Chillicothe: (i) meets the Agent shall so notify the Borrower and the Lenders, and forty percent (40%) unconsolidated Net Worth test after incurring such additional indebtedness; (ii) the Agent, each applicable Lender has a current assets to current liabilities ratio of 1.10 after incurring such additional indebtedness; and the Borrower shall promptly enter into an amendment to this Agreement and such other documentation as the Agent shall reasonably specify to evidence the Revised Terms, in each case in form and substance satisfactory to the Borrower, the Agent and each Lender party thereto. Upon the effectiveness of any such amendment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the Revised Terms described in the Amendment Request. (c) If the Required Lenders do not agree to accept the Revised Terms before the end of such 15-day period, then the Agent shall so notify the Borrower and the Lenders and neither the Agent nor any Lender shall have any further obligations under this Section 9.15. (d) Nothing in this Section 9.15 shall limit or otherwise modify (i) the obligation of the Borrower to satisfy all of its Obligations on the Revolving Credit Maturity Date, (ii) the voting requirements of Section 9.02, or (iii) along with Guarantor are in compliance with all of their loan and guaranty documents with Lender. Furthermore, Lender hereby expressly acknowledges, and agrees to except from the rights preceding calculations, Chillicothe's conversion of $4,000,000 of short-term debt to long-term debt and remedies its proposed addition of the Agent and the Lenders under Article VII$6,000,000 of long-term switch financing as presented to Lender in conjunction with Borrower's proposed financing.