Common use of Debt Clause in Contracts

Debt. Contract, create, incur, assume or suffer to exist any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (i) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.

Debt. ContractThe Parent Guarantor will not, and will not permit any Subsidiary (other than Unrestricted Subsidiaries) to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Indebtedness arising under the Loan Documents or permit any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documents. (b) Debt of the Parent Guarantor and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements and Schedule 9.02 and any renewals and extensions thereof (but not any increases). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000 (excluding capitalized leases of Hydrocarbon Interests). (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Parent Guarantor and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent Guarantor or one of its Subsidiaries Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Parent Guarantor or a Guarantor shall be subordinated to contract, create, incur, assume or suffer to exist any Debt, except the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Senior Notes provided that (i) at the time of incurring such Debt under (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents; Documents and (iiv) Surviving such Debt and any guarantees thereof are on prevailing market terms for similar situated companies. (i) Debt extending owed to Atlas America, Inc. not to exceed $50,000,000 in the maturity ofaggregate; provided, or refunding or refinancingthat, in whole or in part, any Surviving Debt; provided that the terms of any all such extending, refunding or refinancing Debt, debt shall be unsecured and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect subordinated to the Loan Parties Indebtedness on terms and conditions reasonably satisfactory to the Administrative Agent. (j) other Debt not to exceed $50,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, no Subsidiary which is a Partnership shall incur or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt become liable in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000Debt.

Debt. ContractThis Security Instrument and the grants, createassignments and transfers made in Article I are given for the purpose of securing the following, incurin such order of priority as Mortgagee may determine in its sole discretion (the "Debt"): (1) all principal, assume interest and other amounts due under or suffer secured by the Loan Documents; (2) the payment of all other monies agreed or provided to exist any Debt, be paid by Mortgagor in the Note or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (i) Debt under this Agreement and the other Loan Documents; (3) the payment of all sums advanced pursuant to this Security Instrument to protect and preserve the Property and the Lien and the security interest created hereby; (4) the payment of all sums advanced and costs and expenses incurred by Mortgagee in connection with the Debt or any part thereof, any renewal, extension, modification, consolidation, change, substitution or restatement or any part thereof, or the acquisition or perfection of the security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) Surviving modifications, extensions or renewals of the Debt or any part thereof at a different rate of interest whether or not in the case of a note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and any Debt extending other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the maturity ofbenefit of the owner of the Property, when evidenced by a promissory note or refunding other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or refinancing, in whole or in part, any Surviving Debt; provided that the terms hereafter existing of any such extending, refunding or refinancing Debt, kind of Mortgagor to Mortgagee under documents which recite that they are intended to be secured by this Security Instrument; and (7) payment and performance of any agreement entered into all covenants and of any instrument issued in connection therewith, are otherwise permitted by obligations hereunder and under the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.

Debt. ContractThe Parent Guarantor and the Borrower will not, and will not permit any of their Subsidiaries to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Notes or permit other Indebtedness arising under the Loan Documents or any guaranty of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except suretyship arrangement for (i) Debt the Notes or other Indebtedness arising under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof . (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iiib) Debt arising from Investments among of the Borrower and its Subsidiaries existing on the date hereof that are permitted hereunder; (iv) is reflected in the Financial Statements, and any Permitted Refinancing Debt in respect thereof. (c) Debt under Capital Leases and purchase money financings in an aggregate amount not to exceed $2,000,000 at any one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of customary overdraft protection the Oil and netting services and related liabilities arising from treasury, depository and cash management services Gas Properties. (e) endorsements of negotiable instruments for collection in the ordinary course of business. (f) intercompany Debt between the Borrower and a Guarantor or between Guarantors; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor, and, provided further, that any such Debt owed by the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (vg) The Subordinated Debt. (h) Debt under (1) any Senior Unsecured Notes issued after the Effective Date and (2) any Permitted Refinancing Debt in respect thereof. (i) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt the financing of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into insurance premiums incurred in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and business. (Bj) other Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 $1,000,000 in the aggregate at any one time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000outstanding.

Debt. ContractThe Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Loans, any Notes or permit other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans, any Notes or other Indebtedness arising under the Loan Documents, including any deferred put premiums. (b) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt (including guarantees) under Capital Leases not to exceed $25,000,000. (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Subsidiaries Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to contract, create, incur, assume or suffer to exist the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Debt under any Debt, except for Senior Notes outstanding on the Effective Date and any Permitted Refinancing Debt in respect thereof. (i) Debt under any Senior Notes issued after the Effective Date, provided that (1) at the time of incurring such Debt (a) no Default has occurred and is then continuing and (b) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (2) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (3) such Debt does not mature sooner than one year after the Maturity Date, (4) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents; , (ii5) Surviving such Debt and any guarantees thereof are on prevailing market terms for similar situated companies and (6) the Borrowing Base is adjusted as contemplated by Section 2.07(e) and the Borrower makes any prepayment required under Section 3.04(c)(iii). (j) other Debt extending not to exceed $25,000,000 in the maturity ofaggregate at any one time outstanding. For the avoidance of doubt, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that an issue of Senior Notes may be comprised of Debt only a portion of which constitutes Permitted Refinancing Debt to the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by extent the Loan Documents; provided further that aggregate principal amount thereof exceeds the current principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding Senior Notes being refinanced or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000replaced.

Debt. ContractThe Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Notes or permit other Secured Obligations arising under the Loan Documents or any guaranty of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except suretyship arrangement for (i) Debt the Notes or other Secured Obligations arising under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof ; (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iiib) Debt arising from Investments among of the Borrower and its Restricted Subsidiaries existing on the date hereof that are permitted hereunder; is reflected on Schedule 9.02; (ivc) Debt contingent obligations as a non-operator under oil and gas operating agreements and contingent obligations under gas sale contracts for make-up volumes on sales of gas, in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services each case incurred in the ordinary course of business; (d) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that such Debt shall not to exceed $5,000,000 in aggregate principal amount at any one time outstanding; (e) Debt incurred to finance the acquisition, construction or improvement of the Borrower’s corporate headquarters office building; provided that such Debt shall not to exceed $10,000,000 in aggregate principal amount at any one time outstanding; (f) Debt associated with bonds, letters of credit, surety or similar obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties; (g) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Secured Obligations on terms set forth in the Guaranty Agreement. (h) endorsements of negotiable instruments for collection in the ordinary course of business; (i) Debt which represents an extension, refinancing, or renewal of any of the foregoing; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, and expenses and by accrued and unpaid interest and premium paid in connection with any such extension, refinancing or renewal), (ii) the interest rate of such Debt is not increased, (iii) any Liens securing such Debt are not extended to any additional property of any Credit Party, (iv) no Credit Party that is not originally obligated with respect to repayment of such Debt is required to become obligated with respect thereto, (v) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Debt consisting of Guarantee Obligations permitted by Section 5.02(c); so extended, refinanced or renewed, (vi) the terms of any such extension, refinancing, or renewal are not materially more restrictive to the obligor thereunder, taken as a whole, than the original terms of such Debt and (vii) if the Debt that is refinanced, renewed, or extended was subordinated in right of Foreign Subsidiaries payment to the Secured Obligations, then the terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable to the Secured Parties as those that were applicable to the refinanced, renewed, or extended Debt; (i) Permitted ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ described in clause (a) of the definition thereof, and (ii) Debt which represents an extension, refinancing, or renewal thereof; provided that, (A) the principal amount of such Debt is not increased (other than by the costs, fees, and expenses and by accrued and unpaid interest and premium paid in connection with any such extension, refinancing or renewal), (B) the interest rate of such Debt is not increased above the market rate of interest at the time of such extension, refinancing or renewal, (C) no Credit Party that is not obligated pursuant to the terms of the Permitted 2013 Bond Documents with respect to repayment of such Debt is required to become obligated with respect thereto, (D) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Debt so extended, refinanced or renewed and such extension, refinancing or renewal does not result in any principal amount owing in respect of Permitted ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ becoming due earlier than the date that is 365 days following the Maturity Date, and (E) the terms of any such extension, refinancing, or renewal are not materially less favorable to third parties the obligors thereunder, taken as a whole, than the original terms of such Debt; (k) Permitted Unsecured Debt in an aggregate outstanding principal amount not to exceed $100,000,000; and (l) other Debt not to exceed $5,000,000 in excess of $10,000,000 the aggregate at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.

Debt. ContractThe Borrower will not, and will not permit any Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Notes or permit other Indebtedness arising under the Loan Documents or any guaranty of its Subsidiaries or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) accounts payable and accrued expenses, liabilities or other obligations to contractpay the deferred purchase price of Property or services, create, incur, assume from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or suffer to exist any Debt, except delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (ic) Debt under this Agreement Capital Leases not to exceed $500,000. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (e) intercompany Debt between the other Loan Documents; (ii) Surviving Debt Borrower and any Debt extending Subsidiary or between Subsidiaries to the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debtextent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the terms Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such extending, refunding Debt owed by either the Borrower or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt a Guarantor shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect subordinated to the Loan Parties or Indebtedness on terms satisfactory to the Lender Parties than the terms Administrative Agent. (f) endorsements of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services negotiable instruments for collection in the ordinary course of business; . (vg) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); existing on the date hereof and disclosed to the Lenders on Schedule 9.02. (vih) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase Debt, including purchase-money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest ratesobligations, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 $500,000 in the aggregate at any one time outstanding outstanding. (for purposes of this clause (x), the “principal amount” of a receivables factoring or i) other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced Debt approved by the aggregate amounts received by such investors from the payment of receivables Majority Lenders and applied subordinated to reduce such invested amounts); and Borrower's obligations to Lenders in a manner acceptable to Administrative Agent in its sole discretion. (xij) Debt not otherwise arising under Swap Agreements permitted hereunder in an aggregate outstanding principal amount of $5,000,000under Section 9.18 hereof.

Debt. ContractThe Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Loans, any Notes or permit other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans, any Notes or other Indebtedness arising under the Loan Documents, and any deferred put premiums associated with Swap Agreements entered into with an Approved Counterparty. (b) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt (including guarantees) under Capital Leases not to exceed $25,000,000. (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Subsidiaries Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to contract, create, incur, assume or suffer to exist the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Debt under any Debt, except for Senior Notes outstanding on the Effective Date and any Permitted Refinancing Debt in respect thereof. (i) Debt under any Senior Notes issued after the Effective Date, provided that (1) at the time of incurring such Debt (a) no Default has occurred and is then continuing and (b) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (2) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (3) such Debt does not mature sooner than one year after the Maturity Date, (4) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents; , (ii5) Surviving such Debt and any guarantees thereof are on prevailing market terms for similar situated companies and (6) the Borrowing Base is adjusted as contemplated by Section 2.07(d) and the Borrower makes any prepayment required under Section 3.04(c)(iii). (j) other Debt extending not to exceed $25,000,000 in the maturity ofaggregate at any one time outstanding. For the avoidance of doubt, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that an issue of Senior Notes may be comprised of Debt only a portion of which constitutes Permitted Refinancing Debt to the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by extent the Loan Documents; provided further that aggregate principal amount thereof exceeds the current principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding Senior Notes being refinanced or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000replaced.

Debt. ContractNeither the Borrower nor any Restricted Subsidiary will incur, create, incur, assume or suffer to exist any Debt, except: (a) the Notes or permit other Indebtedness arising under the Loan Documents or any guaranty of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (ib) Debt under this Agreement of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements, including one or more guarantees of the PLX Senior Subordinated Notes and the other Loan Documents; (ii) Surviving Debt and any Debt extending obligations of PLX under the maturity of, or refunding or refinancing, in whole or in part, any Surviving DebtPLX Senior Subordinated Indentures; provided that such obligations are extinguished on or prior to the terms date set forth in Section 8.04. (c) purchase money Debt and Debt under Capital Leases not to exceed $15,000,000 in the aggregate. (d) Debt associated with workers' compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (e) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such extending, refunding Debt owed by either the Borrower or refinancing Debt, and of any agreement entered into and of any instrument issued a Guarantor shall be subordinated to the Indebtedness on terms set forth in connection therewith, are otherwise the Guaranty Agreement. (f) Debt secured by Liens permitted by the Loan Documents; provided further that Section 9.03(d) and Section 9.03(e), the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt which does not exceed $5,000,000 in the then applicable market interest rate; aggregate at any one time. (iiig) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect endorsements of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services negotiable instruments for collection in the ordinary course of business; . (vh) Debt consisting of Guarantee Obligations permitted under the 2002 Senior Subordinated Notes and any guarantees thereof by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding the Guarantors, the principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall which does not exceed $10,000,000 at any time outstanding; 200,000,000 in the aggregate. (ixi) other Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 $10,000,000 in the aggregate at any one time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000outstanding.

Debt. Contract, create, incur, assume Create or suffer to exist any Debtexist, or permit any of its Subsidiaries subsidiaries to contract, create, incur, assume create or suffer to exist exist, any Debt other than as described in the Registration Statement and the Prospectus, including any filings with the SEC made by Borrower that are incorporated by reference therein, prior to the date hereof and other Permitted Debt; provided that the Borrower shall be permitted to restructure or refinance any Debt described in the Registration Statement and the Prospectus (provided that such restructured or refinanced Debt (A) is not for a greater principal amount than the existing Debt, except for (iB) Debt does not purport to restrict the repayment of indebtedness under this Agreement and the Note, and (C) no Event of Default shall have occurred and be continuing hereunder). “Debt” means (i) indebtedness for borrowed money, (ii) obligations evidenced by bonds, debentures, notes or other Loan Documentssimilar instruments, (iii) obligations to pay the deferred purchase price of property or services, (iv) obligations as lessee under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases, (v) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clause (i) through (iv) above, and (vi) liabilities in respect of unfunded vested benefits under plans covered by Title IV of ERISA. “Permitted Debt” means (i) indebtedness arising hereunder; (ii) Surviving Debt current unsecured trade payables and any Debt extending accrued liabilities arising in the maturity ofordinary course of the Borrower’s business (including, or refunding or refinancingwithout limitation, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if anyobligations under operating leases), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among purchase money indebtedness and capital leases incurred in connection with the Borrower and its Subsidiaries that are permitted hereunderacquisition of fixed assets in an aggregate amount not exceeding $50,000 at any one time outstanding; (iv) Debt indebtedness of a subsidiary acquired after the date of this Agreement or an entity merged into or consolidated with the Borrower or any subsidiary of the Borrower after the date of this Agreement and indebtedness assumed in connection with the acquisition of assets, which indebtedness, in each case, exists at the time of such acquisition, merger or consolidation and is not created in contemplation of such event and where such acquisition, merger or consolidation is permitted by this Agreement; (v) indebtedness in respect of customary netting services, overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services otherwise in connection with deposit accounts or similar accounts incurred in the ordinary course of business; , provided such debt is extinguished within five (v5) Debt consisting days of Guarantee Obligations permitted by Section 5.02(c)its incurrence; (vi) Debt indebtedness incurred in the ordinary course of Foreign Subsidiaries owing to third parties business in connection with the financing of insurance premiums of the Borrower or any of its subsidiaries; (vii) indebtedness arising from agreements of the Borrower providing for indemnification, adjustment of purchase price or acquisition price or similar obligations (including earn-outs), in each case, incurred or assumed in connection with the acquisition contemplated on the date hereof; and (viii) other indebtedness of Borrower in an aggregate outstanding principal amount not in excess of $10,000,000 50,000 in the aggregate at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.

Debt. ContractNeither Parent, createnor the Borrower, incur, assume or suffer to exist any Debt, or permit nor any of its Subsidiaries to contract, create, incur, assume shall incur or suffer to exist maintain any Debt, except for other than: (a) the Obligations; (b) Debt described on Schedule 6.9; (c) Capital Leases of Equipment and secured Debt incurred to purchase or finance Equipment; provided, that, (i) any such Debt under this Agreement and is not in excess of the other Loan Documentsfair market value (evidenced by a resolution of the Board of Directors of Borrower set forth in an officer’s certificate delivered to Agent) of the Equipment being leased or financed; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal aggregate amount of all such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Equipment Debt does not exceed the then applicable market interest rate15% of Total Assets; and (iii) Debt arising from Investments among Liens securing the Borrower and its Subsidiaries that are permitted hereundersame attach only to the Equipment being leased or financed; (ivd) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into incurred in the ordinary course of business by any foreign Subsidiary, so long as neither Borrower nor any Guarantor is contractually obligated directly or indirectly to protect against fluctuations in interest ratesrepay, foreign exchange rates and commodity prices and guarantee, or secure any portion of such Debt; (Be) Debt (other than evidencing a refunding, renewal or extension of the Debt of Foreign Subsidiaries) arising described on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this Schedule 6.9 or clause (viiid) shall above; provided, that, (w) the principal amount thereof is not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bondsincreased, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed or extended, (y) no Person that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof, and (z) the terms of such refunding, renewal or extension are no less favorable to Parent or the Borrower, as applicable, the Agent or the Lenders (and in the case of any subordinated debt subordination terms no less favorable to the Agent and the Lenders) than the original Debt; (f) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced Subsidiary constituting a Permitted Intercompany Advance made by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts)Borrower; and (xig) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000evidenced by the High Yield Notes.

Debt. ContractThe Borrower will not, and will not permit any Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Notes or permit other Indebtedness arising under the Loan Documents or any guaranty of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except suretyship arrangement for (i) Debt the Notes or other Indebtedness arising under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof . (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iiib) Debt arising from Investments among of the Borrower and its Subsidiaries existing on the date hereof that are permitted hereunder; is reflected in the Financial Statements. (ivc) Debt under Capital Leases or non-recourse purchase money Debt not to exceed $2,000,000 at any time. (d) Debt associated with worker's compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in respect connection with the operation of customary overdraft protection the Oil and netting services Gas Properties. (e) intercompany Debt between the Borrower, or between the Borrower and related liabilities arising from treasuryany Subsidiary or between any Subsidiary and any other Subsidiary to the extent permitted by Section 9.05(g); provided that such Debt is not held, depository assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement, or otherwise on terms, and cash management services pursuant to documentation, acceptable to the Administrative Agent. (f) endorsements of negotiable instruments for collection in the ordinary course of business; . (vg) other Debt consisting of Guarantee Obligations permitted by Section 5.02(c); not to exceed $5,000,000 in the aggregate at any one time outstanding. To satisfy the requirements set forth in the second proviso to clause (vie) above, the Borrower hereby subordinates and makes inferior any and all intercompany Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 now or at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt hereafter owed by any Guarantor to the Borrower to the Indebtedness, and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided agrees that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting if an Event of Default; (x) Default shall have occurred and be continuing, not to permit any such Guarantor to repay, or to accept payment from any such Guarantor of, such Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), part thereof without the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates prior written consent of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000Lenders.

Debt. ContractEach of the Parent and the Borrower will not, and will not permit any of its Subsidiaries to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Loans or permit other Obligations arising under the Loan Documents or any guaranty of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except suretyship arrangement for the Loans or other Obligations arising under the Loan Documents; (ib) Debt under this Agreement Capital Leases and the other Loan Documents; (ii) Surviving purchase money Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunderin an aggregate amount not to exceed $10,000,000; provided, any such Debt shall be secured only by the asset acquired in connection with the incurrence of such Debt; (ivc) Debt associated with bonds or surety obligations required by Governmental Requirements in respect connection with the operation of customary overdraft protection the Oil and netting services Gas Properties; (d) endorsements of negotiable instruments for collection, deposit or negotiation and related liabilities arising from treasurywarranties of products or services, depository and cash management services in each case, incurred in the ordinary course of business; (e) intercompany Debt between the Borrower and any Wholly-Owned Subsidiary Guarantor or between Wholly-Owned Subsidiary Guarantors to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Wholly-Owned Subsidiary Guarantor; and, provided, further, that any such Debt owed by either the Borrower or a Wholly-Owned Subsidiary Guarantor shall be subordinated to the Obligations on terms set forth in the Guaranty Agreement; (f) Second Lien Term Debt and any guarantees thereof, the principal amount of which does not exceed in the aggregate, at the time any such Debt is incurred, an amount equal to the product of two (2) multiplied by the Borrowing Base then in effect (prior to giving effect to any reduction of the Borrowing Base pursuant to clause (vii) below); provided that: (i) such Debt shall be at all times subject to the Intercreditor Agreement and the Obligations shall be secured on a senior priority basis to such Debt; (ii) the portion of the non-default cash interest rate on the outstanding principal amount of such Debt comprised of the LIBOR floor plus the applicable margin does not exceed (A) 11% per annum in the case of the Tranche A Loans and (B) 12% per annum in the case of the Tranche B Loans, and the portion of the non-default PIK interest rate on the outstanding principal amount of such Debt does not exceed (Y) 4% per annum in the case of the Tranche A Loans and (Z) 0% per annum in the case of the Tranche B Loans; (iii) such Second Lien Term Debt does not have any scheduled principal amortization; (iv) such Second Lien Term Debt does not mature sooner than the date which is ninety-one (91) days after the Maturity Date; (v) both before and immediately after giving effect to the incurrence of any such Debt consisting after the Effective Date, no Default, Event of Guarantee Obligations permitted by Section 5.02(cDefault or Borrowing Base Deficiency exists or would exist after giving effect to any concurrent repayment of Debt with the proceeds of such incurrence, if any); (vi) Debt the net cash proceeds of Foreign Subsidiaries owing the incurrence thereof shall be used to third parties in an aggregate outstanding principal amount not in excess provide working capital for lease acquisitions, for exploration and production operations and for development (including the drilling and completion of $10,000,000 at any time outstandingproducing ▇▇▇▇▇), for acquisitions and Investments permitted hereunder and for funding general corporate purposes; and (vii) the Borrowing Base then in effect shall be adjusted to the extent required by Section 2.07(f) and the Borrower shall make any prepayment required by Section 3.04(c); for purposes of clarification, any Second Lien Term Debt incurred under this Section 9.02(f) which is repaid may not be reborrowed under this Section 9.02(f); (other than g) Permitted Refinancing Debt and any guarantees thereof, the proceeds of Foreign Subsidiarieswhich shall be used concurrently with the incurrence thereof to refinance the outstanding Second Lien Term Debt permitted under Section 9.02(f) constituting purchase money debt or to refinance the outstanding Refinanced Debt, as the case may be; provided that (i) the Borrower shall have furnished to the Administrative Agent and Capitalized Lease obligations (not otherwise included in subclause the Lenders copies of the final executed versions of the definitive documents therefor, (ii) above) in an aggregate outstanding amount not in excess both before and immediately after giving effect to the incurrence of $10,000,000; (viii) (A) such Permitted Refinancing Debt (other than and any concurrent repayment of Second Lien Term Debt or Refinanced Debt, as the case may be, with the proceeds of Foreign Subsidiaries) in respect such incurrence), no Default or Event of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest ratesDefault shall occur and be continuing or would result therefrom, foreign exchange rates and commodity prices and (Biii) Debt (other than Debt of Foreign Subsidiaries) arising on the Borrowing Base then in effect shall be adjusted to the extent required by Section 2.07(f), and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) Borrower shall not exceed $10,000,000 at make any time outstandingprepayment required by Section 3.04(c)(iii); (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of clarification, any Permitted Refinancing Debt incurred under this clause Section 9.02(g) which is repaid may not be reborrowed under this Section 9.02(g); and (x), h) Guarantees by the “principal amount” Parent and its Subsidiaries of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates Debt of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not any Wholly-Owned Subsidiary Guarantor otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000hereunder.

Debt. ContractThe Borrower will not, and will not permit any Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Notes or permit other Indebtedness arising under the Loan Documents or any guaranty of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except suretyship arrangement for (i) Debt the Notes or other Indebtedness arising under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof . (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iiib) Debt arising from Investments among of the Borrower and its Subsidiaries that are permitted hereunder; (iv) existing on the First Amendment Effective Date and set forth on Schedule 9.02 attached hereto and any Permitted Refinancing Debt in respect thereof.88 (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of customary overdraft protection Property or services, from time to time incurred in the ordinary course of business which are not greater than one hundred twenty (120) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and netting services for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $100,000,000 in the aggregate at any one time outstanding.89 (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and related liabilities arising from treasuryGas Properties. 86 Section 9.01(c) added by the 4th Amendment. 87 Section 9.01(d) added by the 4th Amendment. 88 Amended by the 1st Amendment. 89 Amended by the 1st Amendment. (f) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, depository and cash management services assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business; . (vh) Permitted Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding incurred after the First Amendment Effective Date, the principal amount of which does not exceed $750,000,000 in excess of $10,000,000 the aggregate at any one time outstandingoutstanding and any guarantees thereof; provided that, except to the extent such Permitted Debt constitutes Permitted Refinancing Debt, (viii) the Borrower shall furnish notice to the Administrative Agent of such Permitted Debt (other than Debt contemporaneously with the incurrence of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause such Debt, (ii) above) in an aggregate outstanding amount not in excess at the time of $10,000,000; (viii) incurring such Permitted Debt (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates no Default has occurred and commodity prices is then continuing and (B) no Default would result from the incurrence of such Permitted Debt after giving effect to the incurrence of such Permitted Debt (other than and any concurrent repayment of Debt with the proceeds of Foreign Subsidiariessuch incurrence), (iii) arising on the incurrence of such Permitted Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the total Revolving Credit Exposure exceeding the Borrowing Base after giving effect to any adjustment in the Borrowing Base pursuant to Section 2.07(e), (iv) such Permitted Debt does not have any scheduled amortization prior to the date which is one year after the Petition Date under Maturity Date, (v) such Permitted Debt does not have a scheduled maturity sooner than the Cash Management Agreementsdate which is one year after the Maturity Date, provided that and (vi) concurrently with the aggregate amount incurrence of such Permitted Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) except to the extent such Permitted Debt which may be deemed constitutes Permitted Refinancing Debt issued in exchange for or to exist Redeem or otherwise refinance outstanding Permitted Debt), the Borrowing Base is adjusted pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; Section 2.07(e).90 (xi) other Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 $75,000,000 in the aggregate at any one time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.outstanding.91

Debt. ContractThe Obligors will not, and will not permit any of the Restricted Subsidiaries to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Loans, other Obligations and any guaranty of or permit any of its Subsidiaries to contract, create, incur, assume suretyship arrangement in respect thereof. (b) intercompany Debt between or suffer to exist any Debt, except for among (i) the Borrower and any Subsidiary Guarantor, (ii) any Restricted Subsidiary that is not a Guarantor and any other Restricted Subsidiary that is not a Guarantor or (iii) the Borrower or any Subsidiary Guarantor to any Restricted Subsidiary that is not a Guarantor to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Administrative Agent for the benefit of the Lenders, the Borrower or a Subsidiary Guarantor, and, provided further, that any such Debt for borrowed money (including without limitation intercompany receivables or other obligations) owed by either the Borrower or any Obligor shall be subordinated to the Obligations on the terms set forth in the Guarantee and Collateral Agreement. (c) endorsements of negotiable instruments for collection in the ordinary course of business. (d) Debt of the Borrower or the Restricted Subsidiaries (i) associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties in the ordinary course of business and (ii) comprised of guarantees of obligations of Restricted Subsidiaries under marketing agreements entered into in the ordinary course of business and which do not constitute Debt for borrowed money. (e) Debt of the Borrower and the Restricted Subsidiaries under Capital Leases and Debt incurred to finance the purchase, construction or improvement of such capital assets (excluding real property interests) secured by Liens permitted by Section 9.03(c) in an aggregate principal amount not to exceed $25,000,000. CREDIT AGREEMENT (f) Permitted Senior Notes and any guarantees thereof incurred after the Effective Date; provided that (i) both before and immediately after giving effect to the incurrence of such Debt, no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom (after giving effect to any concurrent repayment of Debt with the proceeds thereof, the Borrowing Base adjustment under Section 2.07(e) and any prepayment made pursuant to Section 3.04(c)(iii)); (ii) such Debt and any guarantees thereof (A) are on terms and conditions that are not more restrictive, taken as a whole, than those contained in this Agreement and the other Loan Documents, as reasonably determined by the Borrower in good faith, and (B) do not contain financial covenants that are more restrictive than those contained in this Agreement and the other Loan Documents; (iiiii) Surviving immediately after the incurrence of such Debt, the Borrowing Base shall be adjusted in accordance with Section 2.07(e) and prepayment shall be made to the extent required by Section 3.04(c)(iii); (iv) such Debt does not have any scheduled principal amortization prior to the date that is 180 days after the Maturity Date; (v) such Debt does not mature sooner than the date that is 180 days after the Maturity Date; (vi) the economic terms of such Debt and any Debt extending the maturity ofguarantees thereof, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, are on market terms for issuers of any such extending, refunding or refinancing Debt, similar size and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed credit quality given the then applicable prevailing market interest rate; (iii) Debt arising from Investments among conditions as reasonably determined by the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstandinggood faith; (vii) both before, and immediately after giving effect to, the incurrence of such Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (any guarantees thereof, the Pro Forma Net Leverage Ratio shall not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000exceed 4.00 to 1.00; (viii) (A) such Debt (other than Debt of Foreign Subsidiaries) does not have any mandatory prepayment or redemption provisions which would require a mandatory prepayment or redemption thereof in respect of Hedge Agreements entered into in priority to the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstandingObligations; (ix) no Subsidiary or other Person is required to guarantee such Debt which may be deemed to exist unless such Subsidiary or other Person has guaranteed the Obligations pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Defaultthe Guarantee and Collateral Agreement; (x) if such Debt is senior subordinated Debt, such Debt is expressly subordinate to the payment in full of all of the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent and (xi) the Borrower shall have complied with Section 8.01(o). (g) Permitted Refinancing Debt and any guarantees thereof, the proceeds of which shall be used concurrently with the incurrence thereof to refinance any outstanding Permitted Senior Notes permitted under Section 9.02(f) or to refinance any outstanding Refinanced Debt, as the case may be; provided that both before and immediately after giving effect to the incurrence of such Permitted Refinancing Debt (and the concurrent repayment of Permitted Senior Notes or Refinanced Debt, as the case may be, with the proceeds of such incurrence), no Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing or would result therefrom. (h) Debt in the form of guaranties by the Obligors of Debt of Foreign Subsidiaries arising under any European Receivables Financing (i) the Borrower or any Subsidiary Guarantor permitted under this Section 9.02 or (ii) other receivables factoring or Persons to the extent an Investment would be permitted in such Person under Section 9.05(g). (i) other securitization programs, Debt in an aggregate principal amount for all such financings not to exceed €100,000,000 $30,000,000 at any one time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000outstanding.

Debt. ContractThe Borrower will not permit any Restricted Subsidiary to incur, create, incurassume, assume guarantee or suffer in any other manner become liable with respect to exist or become responsible for the payment of any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for Debt other than: (ia) Debt under owing to the Borrower or a Restricted Subsidiary; (b) guaranties of the Indebtedness and other Debt of the Borrower permitted by this Agreement and Agreement; (c) other Debt in an aggregate principal amount outstanding not to exceed at any time an amount equal to fifteen percent (15%) of Consolidated Net Tangible Assets; (d) Debt of Restricted Subsidiaries that are Guarantors to the other Loan Documentsextent the Borrower is in compliance with the terms of Section 9.01 at the time such Debt is incurred; (e) Debt of a Restricted Subsidiary which exists prior to the time of acquisition of such Restricted Subsidiary (including Debt existing at the time of the acquisition of the capital stock or assets of such Person or a merger with or consolidation with such Person by the Borrower or a Restricted Subsidiary) as long as such Debt was not created in anticipation thereof; and (iif) Surviving Debt and any Debt extending the maturity ofextensions, refinancings, renewals or refunding replacements (or refinancingsuccessive extensions, refinancings, renewals or replacements), in whole or in part, any Surviving Debt; provided that of Debt otherwise permitted hereunder which, in the terms case of any such extendingextension, refunding refinancing, renewal or refinancing Debtreplacement, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by does not increase the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded refinanced, renewed or refinanced and the interest rate applicable to any such extendingreplaced, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt amounts incurred to pay the costs of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest ratessuch extension, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreementsrefinancing, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds renewal or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000replacement.

Debt. ContractThe Parent and the Borrower will not, and will not permit any of the other Restricted Subsidiaries to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Loans or permit other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans or other Indebtedness arising under the Loan Documents. (b) Debt of the Parent and its Restricted Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for existing on the date hereof that is reflected on Schedule 9.02. (ic) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, Capital Leases or refunding or refinancing, in whole or in part, any Surviving that constitutes Purchase Money Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise Funded Debt permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viiic) together with all Funded Debt described in clause (g) of this Section 9.02 shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any one time outstanding outstanding. (for purposes d) intercompany Debt between the Parent and any Restricted Subsidiary or between Restricted Subsidiaries, provided that such Debt is subordinated to the Indebtedness as and to the extent provided in the Guaranty Agreement. (e) Debt constituting a guaranty by the Parent or by a Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (f) Debt under the Permitted Senior Unsecured Notes and guarantees thereof by any Credit Party; provided that after giving effect to the issuance thereof, the application of the proceeds thereof, and any automatic reduction of the Borrowing Base pursuant to Section 2.08(e) on account thereof: (A) the Parent shall be in pro forma compliance with Section 9.01 and (B) no Event of Default or Borrowing Base Deficiency shall exist. (g) other Funded Debt; provided that the Funded Debt permitted by this clause (x), the “principal amount” g) together with all Funded Debt described in clause (c) of a receivables factoring or other securitization program this Section 9.02 shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by exceed $10,000,000 in the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and at any one time outstanding. (xih) Debt not otherwise permitted hereunder by the foregoing clauses (a) through (g) which is approved in an aggregate outstanding principal amount of $5,000,000writing by the Majority Lenders.

Debt. ContractThe Credit Parties will not, and will not permit any of the Restricted Subsidiaries to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Loans, other Secured Obligations and any guaranty of or permit any of its Subsidiaries to contract, create, incur, assume suretyship arrangement in respect thereof. (b) intercompany Debt between or suffer to exist any Debt, except for among (i) Debt under this Agreement the Borrower and the other Loan Documents; any Subsidiary Guarantor, (ii) Surviving Debt any Restricted Subsidiary that is not a Guarantor and any Debt extending other Restricted Subsidiary that is not a Guarantor or (iii) the maturity of, Borrower or refunding or refinancing, in whole or in part, any Surviving DebtSubsidiary Guarantor to any Restricted Subsidiary that is not a Guarantor to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Administrative Agent for the benefit of the Lenders, the Borrower or a Subsidiary Guarantor, and, provided further, that any such Debt for borrowed money (including without limitation intercompany receivables or other obligations) owed by either the Borrower or any Credit Party shall be subordinated to the Secured Obligations on the terms set forth in the Guaranty and Collateral Agreement. (c) endorsements of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services negotiable instruments for collection in the ordinary course of business; . (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vid) Debt of Foreign the Borrower or the Restricted Subsidiaries owing to third parties (i) associated with bonds or surety obligations required by Governmental Requirements in an aggregate outstanding principal amount not connection with the operation of the Oil and Gas Properties in excess the ordinary course of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt business and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess comprised of $10,000,000; (viii) (A) Debt (other than Debt guarantees of Foreign Subsidiaries) in respect obligations of Hedge Agreements Restricted Subsidiaries under marketing agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and which do not constitute Debt for borrowed money. (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (xe) Debt of Foreign the Borrower and the Restricted Subsidiaries arising under any European Receivables Financing Capital Leases and Debt incurred to finance the purchase, construction or any other receivables factoring or other securitization programs, improvement of such capital assets (excluding real property interests) secured by Liens permitted by Section 9.03(c) in an aggregate principal amount for all such financings not to exceed €100,000,000 at $25,000,000. (f) Permitted Senior Notes and any time outstanding guarantees thereof incurred after the Effective Date; provided that (for purposes i) both before and immediately after giving effect to the incurrence of this clause such Debt, no Default or Event of Default has occurred and is continuing or would result therefrom (xafter giving effect to any concurrent repayment of Debt with the proceeds thereof, any Borrowing Base adjustment under Section 2.07(e) and any prepayment made pursuant to Section 3.04(c)(iii), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors ); (ii) such Debt and any guarantees thereof (A) are on terms and conditions that are not Affiliates more restrictive, taken as a whole, than those contained in this Agreement and the other Loan Documents, as reasonably determined by the Borrower in good faith, and (B) do not contain financial covenants that are more restrictive than those contained in this Agreement and the other Loan Documents, unless in the case of clause (A) or (B), such more restrictive terms are incorporated into this Agreement, mutatis mutandis, are offered to the Lenders in good faith or are otherwise applicable only after the payment in full of the Borrower Loans; (iii) immediately after the incurrence of such Debt, the Borrowing Base shall be adjusted in accordance with and paid to the Borrower or its Subsidiariesextent required by Section 2.07(e) and prepayment shall be made to the extent required by Section 3.04(c)(iii); (iv) such Debt does not have any scheduled principal amortization prior to the date that is 91 days after the Maturity Date; (v) such Debt does not mature sooner than the date that is 91 days after the Maturity Date; (vi) the economic terms of such Debt and any guarantees thereof, taken as reduced a whole, are on market terms for issuers of similar size and credit quality given the then prevailing market conditions as reasonably determined by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder Borrower in an aggregate outstanding principal amount of $5,000,000.good faith;

Debt. ContractCreate, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, or permit any of its Subsidiaries to contractexcept, create, incur, assume or suffer to exist any Debt, except for in each case: (i) Debt under this Agreement and the other Loan Credit Documents; ; (ii) Surviving Debt (provided that any such Surviving Debt in excess of (x) $1,000,000 individually or (y) $5,000,000 in the aggregate shall be described in Schedule 5.03(b)) and any Debt extending the maturity of, or refunding refunding, modifying, replacing, renewing or refinancing, in whole or in part, any Surviving such Debt; provided that the terms of any such extending, refunding refunding, modifying, replacing, renewing or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted not prohibited by the Loan Credit Documents; provided further that the principal amount (or accreted value, if applicable) of such the Surviving Debt being extended, refunded, modified, replaced, renewed or refinanced shall not be increased above the principal amount (or accreted value, if applicable) thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding refunding, modification, replacement, renewal or refinancingrefinancing plus accrued interest and premium (including make-whole premiums, prepayment premiums and amounts required to be paid in connection with defeasance and satisfaction and discharge) thereon and reasonable expenses and fees incurred in connection therewith (including upfront fees and original issue discount), and neither the Borrower nor any Subsidiary thereof shall be added as an additional direct and or contingent obligors therefor shall not be changedobligor with respect thereto, as a result of or in connection with such extension, refunding refunding, modification, replacement, renewal or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding refunding, modifying, replacing, renewing or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, (x) are no less favorable as determined in good faith by the Borrower in any material respect to the Borrower and its Subsidiaries than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded, modified, replaced, renewed or refinanced or (y) reflect market terms and conditions at the time of incurrence or issuance, as determined by the Borrower in good faith; (iii) Debt in respect of Hedge Agreements incurred in the ordinary course of business and not for speculative purposes; (iv) Debt owed by (1) any wholly owned Subsidiary to the Borrower and (2) any Subsidiary to any wholly owned Subsidiary; (v) Debt of any Person that becomes a Subsidiary of the Borrower after the date hereof not in contravention of this Agreement, which Debt is existing at the time such Person becomes a Subsidiary of the Borrower (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of the Borrower), and any Debt extending the maturity of, or refunding, modifying, replacing, renewing or refinancing, in whole or in part, any such Debt under this clause (v); provided that the terms of any such extending, refunding, modifying, replacing, renewing or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise not prohibited by the Credit Documents; provided further that the principal amount (or accreted value, if applicable) of the Debt being extended, refunded, modified, replaced, renewed or refinanced shall not be increased above the principal amount (or accreted value, if applicable) thereof outstanding immediately prior to such extension, refunding, modification, replacement, renewal or refinancing plus accrued interest and premium (including make-whole premiums, prepayment premiums and amounts required to be paid in connection with defeasance and satisfaction and discharge) thereon and reasonable expenses and fees incurred in connection therewith (including upfront fees and original issue discount), and neither the Borrower nor any Subsidiary shall be added as an additional direct or contingent obligor with respect thereto, as a result of or in connection with such extension, refunding, modification, replacement, renewal or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), taken as a whole, of any such extending, refunding, modifying, replacing, renewing or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, (x) are no less favorable as determined in good faith by the Borrower in any material respect to the Loan Parties or the Lender Parties Borrower and its Subsidiaries than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded refunded, modified, replaced, renewed or refinanced or (y) reflect market terms and conditions at the interest rate applicable to any such extendingtime of incurrence or issuance, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among as determined by the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); good faith; (vi) Subordinated Debt so long as no Default or Event of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; Default has occurred and is continuing or would result from the incurrence thereof; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety performance, surety, statutory, bid and appeal bonds, appeal prepayment guarantee, payment or completion of performance guarantees, bonds or similar obligations in respect thereto and letter of credit obligations to provide security for worker’s compensation claims, in each case, incurred in the ordinary course of business; (viii) to the extent the same constitutes Debt, obligations in respect of purchase price adjustments (including in respect of working capital), earn out agreements, deferred compensation, indemnification obligations and other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any judgment not constituting an Event of Default; disposition or purchase or acquisition; (ix) Ordinary Course Payment Obligations; (x) to the extent constituting Guaranteed Debt, indemnification obligations and other similar obligations of the Borrower and its Subsidiaries in favor of partners, directors, officers, employees, consultants or agents of the Borrower or any of its Subsidiaries extended in the ordinary course of business; (xi) [reserved]; (xii) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business; (xiii) Debt consisting of the financing of insurance premiums or self-insurance obligations in the ordinary course of business; (xiv) Debt of Foreign Subsidiaries arising under any European Receivables Financing the Borrower or any other receivables factoring Subsidiary incurred to finance, the acquisition, construction or improvement of any fixed or capital assets in the ordinary course of business, including Capital Leases and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals, modifications, refundings, refinancings and replacements of any such Debt to the extent not increasing the outstanding principal amount (or accreted value, if applicable) thereof plus accrued interest and premium (including make-whole premiums, prepayment premiums and amounts required to be paid in connection with defeasance and satisfaction and discharge) thereon and reasonable expenses and fees incurred in connection therewith (including upfront fees and original issue discount) or resulting in an earlier maturity date or decreasing the weighted average life thereof; provided that such Debt is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement; provided further, for the avoidance of doubt, notwithstanding the restriction herein on extensions, renewals, modifications, refundings, refinancings and replacements of any such Debt that result in an earlier maturity date, the Borrower or any Subsidiary may prepay such Debt at any time; provided further, that the aggregate principal amount of Debt incurred pursuant to this Section 5.03(b)(xiv) shall not exceed $5,000,000; (xv) unsecured Debt owing from the Borrower to Holdco; (xvi) [reserved]; (xvii) Debt in respect of bank overdrafts not overdue for more than five Business Days after the Borrower or any Subsidiary thereof had knowledge of such overdraft; (xviii) [reserved]; (xix) Debt in respect of workers’ compensation claims, payment obligations in connection with health, disability or other securitization programstypes of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligations, in each case in the ordinary course of business; (xx) [reserved]; (xxi) Debt in an aggregate principal amount for all such financings not to exceed €100,000,000 at any one time outstanding (for purposes the greater of this clause (x)) $25,000,000 and (y) 5% of the Borrower’s Total Regulatory Capital as then determined and computed; (xxii) [reserved]; (xxiii) Debt representing deferred compensation to employees, the “principal amount” of a receivables factoring officers or other securitization program shall mean the amount invested by investors that are not Affiliates directors of the Borrower and paid its Subsidiaries incurred in the ordinary course of business; (xxiv) financing of securities and other financial instruments held in the normal day to day conduct of the Borrower’s business, including but not limited to any Repo Agreements incidental to servicing customers and any margin facility or other margin-related Indebtedness incurred to finance such securities or instruments; and (xxv) to the extent constituting Debt, liabilities or obligations, actual or contingent, incurred in the ordinary course of business in favor of clearing houses and borrowings collateralized by client assets in the ordinary course of business. Notwithstanding any other provision of this Section 5.03, neither the Borrower nor any Subsidiary shall be permitted to guarantee any Debt; provided that the Borrower may guarantee Debt of any Subsidiary and any Subsidiary may guarantee Debt of the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000any other Subsidiary.

Debt. ContractCreate, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, or permit any of its Subsidiaries to contractexcept, create, incur, assume or suffer to exist any Debt, except for in each case: (i) Debt under this Agreement and the other Loan Credit Documents; ; (ii) Surviving Debt (provided that any such Surviving Debt in excess of (x) $1,000,000 individually or (y) $5,000,000 in the aggregate shall be described in Schedule 5.03(b)) and any Debt extending the maturity of, or refunding refunding, modifying, replacing, renewing or refinancing, in whole or in part, any Surviving such Debt; provided that the terms of any such extending, refunding refunding, modifying, replacing, renewing or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted not prohibited by the Loan Credit Documents; provided further that the principal amount (or accreted value, if applicable) of such the Surviving Debt being extended, refunded, modified, replaced, renewed or refinanced shall not be increased above the principal amount (or accreted value, if applicable) thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding refunding, modification, replacement, renewal or refinancingrefinancing plus accrued interest and premium (including make-whole premiums, prepayment premiums and amounts required to be paid in connection with defeasance and satisfaction and discharge) thereon and reasonable expenses and fees incurred in connection therewith (including upfront fees and original issue discount), and neither the Borrower nor any Subsidiary thereof shall be added as an additional direct and or contingent obligors therefor shall not be changedobligor with respect thereto, as a result of or in connection with such extension, refunding refunding, modification, replacement, renewal or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding refunding, modifying, replacing, renewing or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, (x) are no less favorable as determined in good faith by the Borrower in any material respect to the Borrower and its Subsidiaries than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded, modified, replaced, renewed or refinanced or (y) reflect market terms and conditions at the time of incurrence or issuance, as determined by the Borrower in good faith; (iii) Debt in respect of Hedge Agreements incurred in the ordinary course of business and not for speculative purposes; (iv) Debt owed by (1) any wholly owned Subsidiary to the Borrower and (2) any Subsidiary to any wholly owned Subsidiary; (v) Debt of any Person that becomes a Subsidiary of the Borrower after the date hereof not in contravention of this Agreement, which Debt is existing at the time such Person becomes a Subsidiary of the Borrower (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of the Borrower), and any Debt extending the maturity of, or refunding, modifying, replacing, renewing or refinancing, in whole or in part, any such Debt under this clause (v); provided that the terms of any such extending, refunding, modifying, replacing, renewing or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise not prohibited by the Credit Documents; provided further that the principal amount (or accreted value, if applicable) of the Debt being extended, refunded, modified, replaced, renewed or refinanced shall not be increased above the principal amount (or accreted value, if applicable) thereof outstanding immediately prior to such extension, refunding, modification, replacement, renewal or refinancing plus accrued interest and premium (including make-whole premiums, prepayment premiums and amounts required to be paid in connection with defeasance and satisfaction and discharge) thereon and reasonable expenses and fees incurred in connection therewith (including upfront fees and original issue discount), and neither the Borrower nor any Subsidiary shall be added as an additional direct or contingent obligor with respect thereto, as a result of or in connection with such extension, refunding, modification, replacement, renewal or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), taken as a whole, of any such extending, refunding, modifying, replacing, renewing or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, (x) are no less favorable as determined in good faith by the Borrower in any material respect to the Loan Parties or the Lender Parties Borrower and its Subsidiaries than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded refunded, modified, replaced, renewed or refinanced or (y) reflect market terms and conditions at the interest rate applicable to any such extendingtime of incurrence or issuance, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among as determined by the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); good faith; (vi) Subordinated Debt so long as no Default or Event of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; Default has occurred and is continuing or would result from the incurrence thereof; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety performance, surety, statutory, bid and appeal bonds, appeal prepayment guarantee, payment or completion of performance guarantees, bonds or similar obligations in respect thereto and letter of credit obligations to provide security for worker’s compensation claims, in each case, incurred in the ordinary course of business; (viii) to the extent the same constitutes Debt, obligations in respect of purchase price adjustments (including in respect of working capital), earn out agreements, deferred compensation, indemnification obligations and other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any judgment not constituting an Event of Default; disposition or purchase or acquisition; (ix) Ordinary Course Payment Obligations; (x) to the extent constituting Guaranteed Debt, indemnification obligations and other similar obligations of the Borrower and its Subsidiaries in favor of partners, directors, officers, employees, consultants or agents of the Borrower or any of its Subsidiaries extended in the ordinary course of business; (xi) [reserved]; (xii) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business; (xiii) Debt consisting of the financing of insurance premiums or self-insurance obligations; (xiv) Debt of Foreign Subsidiaries arising under any European Receivables Financing the Borrower or any other receivables factoring Subsidiary incurred to finance, the acquisition, construction or improvement of any fixed or capital assets in the ordinary course of business, including Finance Leases and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals, modifications, refundings, refinancings and replacements of any such Debt to the extent not increasing the outstanding principal amount (or accreted value, if applicable) thereof plus accrued interest and premium (including make-whole premiums, prepayment premiums and amounts required to be paid in connection with defeasance and satisfaction and discharge) thereon and reasonable expenses and fees incurred in connection therewith (including upfront fees and original issue discount) or resulting in an earlier maturity date or decreasing the weighted average life thereof; provided that such Debt is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement; provided further, for the avoidance of doubt, notwithstanding the restriction herein on extensions, renewals, modifications, refundings, refinancings and replacements of any such Debt that result in an earlier maturity date, the Borrower or any Subsidiary may prepay such Debt at any time; provided further, that the aggregate principal amount of Debt incurred pursuant to this Section 5.03(b)(xiv) shall not exceed $5,000,000; (xv) unsecured Debt owing from the Borrower to Holdco; (xvi) [reserved]; (xvii) Debt in respect of bank overdrafts not overdue for more than five Business Days after the Borrower or any Subsidiary thereof had knowledge of such overdraft; (xviii) [reserved]; (xix) Debt in respect of workers’ compensation claims, payment obligations in connection with health, disability or other securitization programstypes of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligations, in each case in the ordinary course of business; (xx) [reserved]; (xxi) Debt in an aggregate principal amount for all such financings not to exceed €100,000,000 at any one time outstanding (for purposes the greater of this clause (x)) $25,000,000 and (y) 5% of the Borrower’s Total Regulatory Capital as then determined and computed; (xxii) [reserved]; (xxiii) Debt representing deferred compensation to employees, the “principal amount” of a receivables factoring officers or other securitization program shall mean the amount invested by investors that are not Affiliates directors of the Borrower and paid its Subsidiaries incurred in the ordinary course of business; (xxiv) financing of securities and other financial instruments held in the normal day to day conduct of the Borrower’s business, including but not limited to any Repo Agreements incidental to servicing customers and any margin facility or other margin-related Indebtedness incurred to finance such securities or instruments; and (xxv) to the extent constituting Debt, liabilities or obligations, actual or contingent, incurred in the ordinary course of business in favor of clearing houses and borrowings collateralized by client assets in the ordinary course of business. Notwithstanding any other provision of this Section 5.03, neither the Borrower nor any Subsidiary shall be permitted to guarantee any Debt; provided that the Borrower may guarantee Debt of any Subsidiary and any Subsidiary may guarantee Debt of the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000any other Subsidiary.

Debt. ContractThe Borrower will not, and will not permit any Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Obligations arising under the Loan Documents or permit any guaranty of its Subsidiaries or suretyship arrangement for the Obligations arising under the Loan Documents; (b) accounts payable and accrued expenses, liabilities or other obligations to contractpay the deferred purchase price of Property or services, create, incur, assume from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or suffer to exist any Debt, except delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (ic) Debt under this Agreement Capital Leases not to exceed $2,500,000; (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties; (e) intercompany Debt between the other Loan Documents; (ii) Surviving Debt Borrower and any Debt extending Subsidiary Guarantor or between Subsidiary Guarantors to the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debtextent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the terms Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such extending, refunding Debt owed by either the Borrower or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt a Subsidiary Guarantor shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect subordinated to the Loan Parties or Indebtedness on terms set forth in the Lender Parties than the terms Guaranty Agreement; (f) endorsements of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services negotiable instruments for collection in the ordinary course of business; and (g) Debt under the Subordinated Promissory Note in an aggregate principal amount not to exceed $25,000,000; provided that: (i) such Debt is unsecured and shall not have the benefit of any guarantee, letter of credit or other credit support or security; (ii) such Debt is fully subordinated in right of payment and liquidation to the Obligations pursuant to the Note Subordination Agreement; (iii) such Debt has a scheduled maturity date that is no earlier than one year after the Maturity Date; (iv) such Debt does not provide for scheduled or mandatory prepayments, redemptions, repayments, or defeasance of principal for any consideration on any date prior to one year after the Maturity Date; (v) the non-default interest rate on the outstanding principal amount of such Debt consisting as of Guarantee Obligations permitted by Section 5.02(cany day does not exceed the highest non-default interest rate per annum that may be applicable to Borrowings pursuant to the terms hereof as of such day (and the terms of such Debt permit accrued and unpaid interest to be capitalized to the outstanding principal thereof (i.e., PIK interest)); (vi) such Debt does not contain (A) any financial covenants or any other affirmative or negative covenants or (B) cross defaults to or for any other Debt or any other events of Foreign Subsidiaries owing default (other than the failure to third parties in an aggregate outstanding make any payment of principal amount not in excess of $10,000,000 at any time outstandingwhen due on the maturity date); (vii) such Debt (does not have any restriction on the ability of the Borrower or any of its Subsidiaries to amend, supplement or modify this Agreement or the other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000Loan Documents; (viii) (A) such Debt (other than Debt does not have any restrictions on the ability of Foreign Subsidiaries) in respect the Borrower or any of Hedge Agreements entered into in its Subsidiaries to guarantee the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after Obligations or pledge assets as collateral security for the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstandingObligations; (ix) such Debt which may is not assignable or transferable and shall be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Defaultheld at all times by the Parent; and (x) such Debt shall at all times be evidenced by the Subordinated Promissory Note (and pledged in favor of Foreign Subsidiaries arising under any European Receivables Financing or any the Administrative Agent pursuant to a Security Instrument in form and substance satisfactory to the Administrative Agent). (h) other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings Debt not to exceed €100,000,000 $2,500,000 in the aggregate at any one time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000outstanding.

Debt. ContractThe Borrower will not, and will not permit any other Loan Party to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Obligations arising under the Loan Documents or permit the Secured Swap Agreements or any guarantee of its Subsidiaries or suretyship arrangement for the Obligations arising under the Loan Documents or the Secured Swap Agreements; (b) Debt under Capital Leases not to contractexceed the greater of (x) $5,000,000 and (y) 2.5% of the then-effective Borrowing Base; (c) Debt associated with worker’s compensation claims, createbonds or surety obligations required by Governmental Requirements or by third parties in the ordinary course of business in connection with the operation of, incuror provision for the abandonment and remediation of, assume the Oil and Gas Properties; (d) intercompany Debt between the Borrower and any Guarantor or suffer between Guarantors to exist the extent permitted by Section 9.05(d); provided that such Debt is not held, assigned, transferred, negotiated or pledged (other than pursuant to a Security Instrument) to any DebtPerson other than the Borrower or one of the Guarantors; and, except provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guarantee Agreement; (e) endorsements of negotiable instruments for collection in the ordinary course of business; (f) other unsecured Debt not to exceed (x) prior to the 2026 Senior Notes Discharge, $10,000,000 and (y) from and after the 2026 Senior Notes Discharge, the greater of (i) Debt under this Agreement $10,000,000 and the other Loan Documents; (ii) Surviving Debt 7.5% of the then-effective Borrowing Base in the aggregate at any one time outstanding; (g) unsecured senior notes or unsecured senior subordinated notes of the Borrower, including, the 2026 Senior Notes, and any guarantees thereof, including the 2026 Senior Notes Guaranty; provided that: (i) immediately after giving effect to the incurrence of any such Debt, on a pro forma basis, the Leverage Ratio shall not exceed 3.00 to 1.00 (as the Leverage Ratio is recomputed on such date using (A) Total Net Debt extending outstanding on such date and (B) EBITDA for the maturity offour fiscal quarters (or, or refunding or refinancingif applicable, the relevant annualized period determined in whole or in partaccordance with the definition thereof) ending on the last day of the fiscal quarter immediately preceding such date for which financial statements are available (including, any Surviving Debtif applicable, the Financial Statements)); provided that this clause (i) shall not apply to the terms incurrence of any such extending, refunding Debt that constitutes a refinancing of the Bridge Loan Debt or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by other Debt incurred pursuant to this Section 9.02(g) to the Loan Documents; provided further extent that the aggregate principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rateoutstanding principal amount of the refinanced Debt other than an increase in the principal amount as a result of fees and expenses related to the refinancing of such Debt; (ii) both immediately before and immediately after giving effect to the incurrence of such Debt and the use of proceeds thereof, no Event of Default has occurred and is continuing or would result therefrom; (iii) such Debt arising from Investments among does not have any scheduled principal amortization in excess of 1.0% of the Borrower and its Subsidiaries that are permitted hereunderprincipal amount thereof per annum; (iv) such Debt does not have a scheduled maturity date or a scheduled date of mandatory Redemption in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services full sooner than (A) in the ordinary course case of businessthe 2026 Senior Notes, the date which is 91 days after the Final Maturity Date and (B) in the case of any other Debt, the date which is 180 days after the Final Maturity Date; (v) such Debt consisting does not have any mandatory Redemption, tender or sinking fund provisions (other than (A) customary change of Guarantee Obligations control Redemption or tender offer provisions, (B) Redemption or tender offer provisions related to the incurrence of Debt prohibited by the Loan Documents or the definitive documents governing such Debt to the extent any amounts (other than any such amounts constituting Obligations) required to be Redeemed are permitted by the terms of such Debt to be applied first to prepay the Loans and/or cash collateralize the LC Exposure in accordance with Section 5.02(c)2.08(j) of this Agreement and (C) customary asset sale and casualty event Redemption or tender offer provisions to the extent any amounts required to be Redeemed are permitted by the terms of such Debt to be applied first to prepay the Loans and/or cash collateralize the LC Exposure in accordance with Section 2.08(j) of this Agreement; (vi) no Loan Party or other Person guarantees such Debt of Foreign Subsidiaries owing unless such Loan Party or other Person has guaranteed the Obligations pursuant to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstandingthe Guarantee Agreement; (vii) the terms of such Debt and any guarantees thereof: (other A) are not materially less favorable to the Borrower and the Guarantors, taken as a whole, as market terms for issuers of similar size and credit quality given the then prevailing market conditions as reasonably determined by the Borrower and (B) do not require compliance with any financial maintenance covenant that is more restrictive on the Loan Parties than Debt the financial maintenance covenants set forth in Section 9.01 of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000this Agreement; (viii) if such Debt is senior subordinated Debt, such Debt is expressly subordinate to the payment in full of all of the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent; (Aix) the Borrower shall have complied with Section 8.01(q); and (x) the Borrowing Base shall be reduced pursuant to Section 2.07(f) and any mandatory prepayments required pursuant Section 3.04(c)(iii) shall have been made; (h) Debt of any Loan Party consisting of obligations to pay insurance premiums; (other than i) Debt in an aggregate amount not to exceed $1,000,000 representing deferred compensation (whether such deferred compensation is to be cash or stock-based compensation) of Foreign Subsidiaries) in respect employees or directors of Hedge Agreements entered into the Borrower or its Affiliates incurred in the ordinary course of business or Debt to protect against fluctuations in interest ratescurrent or former directors and employees of the Borrower or its Affiliates, foreign exchange rates and commodity prices and their respective estates, spouses or former spouses, to finance the purchase or redemption of Equity Interests permitted by Section 9.04; and (Bj) solely for the period from the First Amendment Effective Date through the first Business Day immediately following Third Amendment Effective Date, Bridge Loan Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreementsnot to exceed, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bondstime, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all of $250,000,000, provided that such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program amount shall mean the amount invested be increased by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of Bridge Loan Debt up to $5,000,000175,000,000 to the extent incurred within 30 days following the Second Amendment Effective Date so long as the entire amount of the proceeds are used by the Loan Parties to fund a portion of the purchase price of the Momentum Acquisition and related expenses (and only so long as the Loan Parties acquire not less than 95% of the value of the proved developed producing Momentum Assets), less the amount of principal payments made by the Loan Parties in respect of the Bridge Loan Debt following the First Amendment Effective Date but prior to such time of determination.

Debt. ContractThe Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, or Debt and the Borrower will not permit any of its Subsidiaries Restricted Subsidiary to contractissue any Preferred Stock, create, incur, assume except: (a) Indebtedness created hereunder or suffer to exist any Debt, except for (i) Debt under this Agreement and the other Loan Documents. (b) Guarantees by the Borrower or any Guarantor of Debt of the Borrower or any Guarantor, as the case may be, Incurred in accordance with the provisions of this Agreement; provided that in the event that such Debt is a Subordinated Obligation of the Borrower or a Guarantor, the related Guarantee shall be subordinated in right of payment to the Indebtedness arising under the Loan Documents to at least the same extent as such Debt. (c) Debt of the Borrower owing to and held by any Restricted Subsidiary or Debt of a Restricted Subsidiary owing to and held by the Borrower or any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.04; provided that any subsequent issuance or transfer of Capital Stock or any other event (including the sale or other transfer of any such Debt to a Person other than the Borrower or a Restricted Subsidiary) that results in any such Debt being owed to a Person other than the Borrower or a Restricted Subsidiary shall be deemed to constitute an Incurrence of such Debt by the Borrower or such Restricted Subsidiary. (d) The Second Lien Notes and any Guarantees thereof and any Permitted Refinancing Debt in respect thereof; provided that such Debt and the holders thereof shall be at all times subject to and in compliance with the Intercreditor Agreement. (e) Debt of a Person that becomes a Restricted Subsidiary or is acquired by or merged into the Borrower or a Restricted Subsidiary in accordance with the provisions of this Agreement outstanding on the date on which such Person became a Restricted Subsidiary or was acquired by or merged into the Borrower or a Restricted Subsidiary, other than Debt Incurred (i) to provide all or any portion of the funds utilized to consummate the transaction (or related series of transactions) pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by or merged into the Borrower or a Restricted Subsidiary or (ii) Surviving otherwise in connection with, or in contemplation of, such acquisition, so long as at the time such Person becomes a Restricted Subsidiary or is acquired by or merged into the Borrower or a Restricted Subsidiary and after giving effect to the Incurrence of such Debt pursuant to this paragraph (e), the Borrower would have been able to Incur at least $1.00 of additional Debt pursuant to paragraph (n) below. (f) Debt Incurred by the Borrower or any Restricted Subsidiary pursuant to Capitalized Lease Obligations, Synthetic Lease Obligations, mortgage financings and purchase money obligations, in each case Incurred to finance all or any portion of the purchase price or cost of construction or improvements or carrying costs of property used in the business of the Borrower or such Restricted Subsidiary, and Permitted Refinancing Debt in respect thereof, in an aggregate principal amount not to exceed $60,000,000 at any one time outstanding. (g) Permitted Acquisition Debt. (h) Debt in the form of workers’ compensation claims, payment obligations in respect of health or other types of social security benefits, unemployment or other insurance or self-insurance obligations, reclamation, statutory obligations, bankers’ acceptances, bid, appeal, reimbursement, performance, surety and similar bonds and completion Guarantees provided by the Borrower or a Restricted Subsidiary in the ordinary course of business and any Guarantees or letters of credit functioning as or supporting any of the foregoing bonds or obligations or other similar obligations in the ordinary course of business and consistent with past practice (in each case, other than for an obligation for money borrowed). (i) Debt, including Permitted Refinancing Debt, Incurred by a Foreign Subsidiary in an aggregate principal amount not to exceed an amount equal to 10.0% of such Foreign Subsidiary’s Adjusted Consolidated Net Tangible Assets at any time outstanding. (j) Capital Stock (other than Disqualified Stock) of the Borrower or any of the Guarantors. (k) Cash-Pay Preferred issued by the Borrower so long as at the time of and after giving effect to the issuance of such Cash-Pay Preferred, the Borrower would have been able to Incur at least $1.00 of additional Debt pursuant to paragraph (n) below. (l) Debt Incurred after the Closing Date by a wholly-owned Foreign Subsidiary pursuant to vendor financings for the construction of the ATP Octabuoy and related assets and an unsecured Guarantee thereof by the Borrower not to exceed $250,000,000 in the aggregate at any time outstanding; provided, however, that in the event that such Foreign Subsidiary shall cease to be a Wholly-Owned Subsidiary, any such Guarantee of such Debt by the Borrower shall be deemed to be an Incurrence of Debt by the Borrower that is not permitted pursuant to this paragraph (l). (m) Other Debt in an aggregate principal amount outstanding not to exceed the greater of (i) $50,000,000 and (ii) 1.25% of the Borrower’s Adjusted Consolidated Net Tangible Assets, determined on a pro forma basis after giving effect to the Incurrence of such Debt and the application of the proceeds thereof. (n) Other Debt of the Borrower or any Guarantor and the issuance of any Preferred Stock by any Restricted Subsidiary if, at the time of and after giving effect to the Incurrence of such Debt extending or the maturity issuance of such Preferred Stock, the Consolidated Coverage Ratio is at least 2.50 to 1.00. For purposes of determining compliance with, and the outstanding principal amount of any particular Debt Incurred pursuant to and in compliance with, this Section 9.02: (i) in the event an item of that Debt meets the criteria of more than one of the types of Debt described in the first and second paragraphs of this Section 9.02, the Borrower, in its sole discretion, will classify such item of Debt on the date of Incurrence and, subject to clause (ii) below may later classify, reclassify or redivide all or a portion of such item of Debt, in any manner that complies with this Section 9.02; (ii) Guarantees of, or refunding obligations in respect of letters of credit supporting, Debt which is otherwise included in the determination of a particular amount of Debt shall not be included; (iii) if obligations in respect of letters of credit are Incurred pursuant to a credit facility and are being treated as Incurred pursuant to clause (i) of the second paragraph above and the letters of credit relate to other Debt, then such other Debt shall not be included; (iv) the principal amount of any Disqualified Stock of the Borrower or refinancinga Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in whole or in parteither case, any Surviving redemption or repurchase premium) or the liquidation preference thereof; (v) Debt permitted by this Section 9.02 need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this Section 9.02 permitting such Debt; and (vi) the amount of Debt issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP. Accrual of interest, accrual of dividends, the amortization of debt discount or the accretion of accreted value, the payment of interest in the form of additional Debt, the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock and unrealized losses or charges in respect of Hedging Obligations (including those resulting from the application of Statement of Financial Accounting Standard No. 133) will not be deemed to be an Incurrence of Debt for purposes of this Section 9.02. The amount of any Debt outstanding as of any date shall be (i) the accreted value thereof in the case of any Debt issued with original issue discount and (ii) the principal amount or liquidation preference thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Debt. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Debt of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date (and, if such Debt is not permitted to be Incurred as of such date under this Section 9.02, the Borrower shall be in Default of this Section 9.02). For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that the terms of any if such extending, refunding or refinancing DebtDebt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of any agreement entered into and of any instrument issued in connection therewithsuch refinancing, are otherwise permitted by the Loan Documents; provided further that such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at such Debt being refinanced. Notwithstanding any time outstanding; (vii) Debt (other than Debt provision of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in this Section 9.02, the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate maximum amount of Debt under that the Borrower may Incur pursuant to this clause (viii) Section 9.02 shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred be exceeded solely as a result of fluctuations in connection with any judgment not constituting an Event the exchange rate of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding currencies. The principal amount of $5,000,000any Debt Incurred to refinance other Debt, if Incurred in a different currency from the Debt being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Debt is denominated that is in effect on the date of such refinancing. This Agreement will not treat (1) unsecured Debt as subordinated or junior to secured Debt merely because it is unsecured or (2) senior Debt as subordinated or junior to any other senior Debt merely because it has a junior priority with respect to the same collateral.

Debt. ContractNo Borrower shall, nor shall it permit any Subsidiary to, issue, incur, assume, create, incur, assume or suffer to exist have outstanding any Debt, or permit incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or apply for or become liable to the issuer of a letter of credit which supports an obligation of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations of its Subsidiaries the Borrowers owing to contractthe Administrative Agent, createthe L/C Issuers and the Lenders (and their Affiliates); (b) obligations of the U.S. Borrower or any Subsidiary arising out of interest rate, incurforeign currency, assume and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (c) endorsement of items for deposit or suffer collection of commercial paper received in the ordinary course of business; (d) intercompany advances from time to exist time owing by any DebtSubsidiary to the U.S. Borrower or another Subsidiary or by the U.S. Borrower to a Subsidiary, except for Guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of the U.S. Borrower or any Subsidiary; (ie) Debt under this Agreement outstanding (or commitments existing) on the date hereof and the other Loan Documents; (ii) Surviving Debt listed on Schedule 8.7 and any Debt extending the maturity ofrefinancings, refundings, renewals or refunding or refinancing, in whole or in part, any Surviving Debtextensions thereof; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall is not be increased above at the principal time of such refinancing, refunding, renewal or extension except by an amount thereof (together with equal to a premium or other amount paid, and fees and expenses incurred, in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, refinancing and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable by an amount equal to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; existing commitments unutilized thereunder; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vif) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess any Person that becomes a Subsidiary of $10,000,000 a Borrower after the date hereof or is amalgamated with, merged into or consolidated with the U.S. Borrower, the Canadian Borrower or any Subsidiary of the U.S. Borrower after the date hereof, which is existing at any the time outstanding; (vii) Debt such Person becomes a Subsidiary of a Borrower or is so amalgamated, merged or consolidated (other than Debt incurred solely in contemplation of Foreign Subsidiariessuch Person’s becoming a Subsidiary of a Borrower); (g) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess Guarantees by any Subsidiary of $10,000,000; (viii) (A) Debt (other than any Debt of Foreign Subsidiariesany other Subsidiary and Guarantees by any Borrower of any Debt of any other Borrower; (h) [Reserved]; (a) Priority Debt and (b) obligations of Subsidiaries in respect of Hedge Agreements entered into letters of credit, in each case, not otherwise permitted by this Section 8.7; provided that the sum of the aggregate principal amount of such Priority Debt and other obligations incurred pursuant to this clause (i) (when taken together, but in the ordinary course case of business such obligations in clause (b), only including the amount of obligations constituting reimbursement obligations with respect to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and such letters of credit to the extent drawn) plus (Bwithout duplication) the aggregate principal amount of indebtedness or other obligations secured by a Lien pursuant to Section 8.8(j) do not exceed 10% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower at any time; and (j) Debt (other than Debt of Foreign Subsidiaries) arising on any Borrower and after the Petition Date under the Cash Management Agreementsobligations of any Borrower in respect of letters of credit not otherwise permitted by this Section 8.7, provided that immediately after the aggregate amount of Debt under this clause (viiiincurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000hereof.

Debt. ContractThe Borrower will not, and will not permit any Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Indebtedness arising under the Loan Documents or permit Secured Swap Agreements or any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documents or Secured Swap Agreements. (b) Debt of the Borrower and the Subsidiaries existing on the date hereof that is reflected in the Financial Statements and on Schedule 9.02 and any refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing). (c) Debt of any Loan Party in respect of deferred payment obligations for well completion services in connection with the development of its Oil and Gas Properties including drilling, fracking services and other related services; provided that (i) the principal amount of such payment obligations outstanding at any one time shall not exceed $10,000,000 and (ii) such Debt shall not be secured by any Liens (other than Excepted Liens). (d) Debt under Capital Leases or Purchase Money Debt not to exceed $1,000,000 in the aggregate at any time outstanding. (e) Debt associated with worker’s compensation claims, performance, bid, appeal, surety or similar bonds or surety obligations required by Law or third parties in connection with the operation of Oil and Gas Properties and otherwise in the ordinary course of business. (f) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries to contractthe extent permitted by Section 9.05(g); provided that such Debt is not held, createassigned, incurtransferred, assume negotiated or suffer pledged to exist any DebtPerson other than the Borrower or one of its Wholly-Owned Subsidiaries except pursuant to the Loan Documents, except and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) Debt resulting from the endorsement of negotiable instruments in the ordinary course of business or arising from the honoring of a check, draft or similar instrument presented by the Borrower or any Subsidiary in the ordinary course of business against insufficient funds. (h) Debt (other than Debt for borrowed money) arising from judgments or orders in circumstances not constituting an Event of Default. (i) Debt of any Person at the time such Person becomes a Subsidiary of the Borrower or any Subsidiary, or is merged or consolidated with or into the Borrower or any Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), provided that (i) such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Subsidiary and is not created in contemplation of such event, (ii) neither the Borrower nor any of the Subsidiaries shall be liable for such Debt, (iii) the Borrower is in Pro Forma Compliance with the covenants contained in Section 9.01, (iv) the principal amount of such Debt that is secured does not exceed $1,000,000 in the aggregate at any time outstanding, and (v) any such Debt that is unsecured has a maturity date not sooner than 120 days after the Maturity Date. (j) Debt incurred by the entering into of any guarantee of, or into another contingent obligation with respect to, other Debt or other liability of any other Person (other than another Loan Party) to the extent such Debt is permitted under Section 9.05. (k) Cima Acquisition Deferred Purchase Price Obligations; provided that the aggregate principal amount of outstanding Cima Acquisition Deferred Purchase Price Obligations (i) shall not exceed $56,666,667 as of any date during the period from April 1, 2015 through and including June 30, 2015, (ii) shall not exceed $39,166,667 as of any date during the period from July 1, 2015 through and including September 30, 2015, (iii) shall not exceed $21,666,667 as of any date during the period from October 1, 2015 through and including December 31, 2015, and (iv) shall be paid in full on or prior to December 31, 2015. (l) unsecured Debt or Debt secured by Liens on Property other than Oil and Gas Properties not to exceed $1,000,000 in the aggregate at any time outstanding. (m) unsecured Debt owing by the Borrower to the Parent which shall not exceed $1,000,000 outstanding at any time; provided that (i) any such Debt shall be on terms and conditions customary for subordinated unsecured intercompany debt and (ii) concurrently with the incurrence of any such Debt, the Parent shall have executed and delivered to the Administrative Agent a debt subordination agreement subordinating repayment of such Debt to the Indebtedness, in form and substance satisfactory to the Administrative Agent. (n) Debt in respect of unsecured notes, provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing, (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (C) no Borrowing Base Deficiency would result after giving effect to any automatic reduction in the Borrowing Base pursuant to Section 2.07(g) (and any concurrent repayment of Debt with the proceeds from such Senior Notes) and (D) if such Debt is incurred after the First Redetermination Date, the Borrower is in Pro Forma compliance with the covenants contained in Section 9.01 after giving effect to the incurrence of such Debt, and (ii) with respect to any such Debt that exists at any time from and after the First Redetermination Date, (A) such Debt does not have any scheduled amortization of principal or a maturity date prior to 120 days after the Maturity Date, (B) such Debt does not contain mandatory redemption events that require redemption of such Debt prior to 120 days after the Maturity Date (other than provisions requiring offers to repurchase in connection with asset sales or any change of control), (C) such Debt does not prohibit prior repayment of Loans, (D) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents; , and (iiE) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extendingDebt are the result of arm’s-length negotiations. (o) Debt which represents an extension, refunding refinancing, or refinancing Debt, and renewal of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan DocumentsSenior Notes; provided further that that, if such extension, refinancing, or renewal occurs on or after the First Redetermination Date, (i) the principal amount of such Surviving Debt shall is not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt by the costs, fees, premiums and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in expenses and by accrued and unpaid interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred paid in connection with any judgment such extension, refinancing or renewal), (ii) such extension, refinancing or renewal does not constituting an Event result in a shortening of Default; (x) the average weighted maturity of the Debt of Foreign Subsidiaries arising under so extended, refinanced or renewed and such extension, refinancing or renewal does not result in any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not owing in respect of Senior Notes becoming due earlier than the date that is 120 days after the Maturity Date, and (iii) if the Debt that is refinanced, renewed, or extended was subordinated in right of payment to exceed €100,000,000 at any time outstanding (for purposes the Indebtedness, then the terms and conditions of this clause (x)the refinancing, the “principal amount” of a receivables factoring renewal, or other securitization program shall mean the amount invested by investors extension Debt must include subordination terms and conditions that are not Affiliates of the Borrower and paid at least as favorable to the Borrower Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000extended Debt.

Debt. ContractNone of the Parent, the Borrower or any of their Subsidiaries will incur, create, incur, assume or suffer to exist any Debt, except: (a) the Notes or permit other Indebtedness arising under the Loan Documents or any guaranty of its or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and the Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to contractpay the deferred purchase price of Property or services, create, incur, assume from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or suffer to exist any Debt, except delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (id) Debt under this Agreement Capital Leases not to exceed $2,500,000. (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the other Loan Documents; (ii) Surviving Debt Parent, the Borrower and any Debt extending Subsidiary or between Subsidiaries to the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debtextent permitted by Section 9.05(g); provided that (1) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the terms Parent, the Borrower or one of its Wholly-Owned Subsidiaries, (2) any such extendingDebt owed by Parent, refunding the Borrower or refinancing Debt, a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement and of (3) any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately have any scheduled amortization prior to such extensionSeptember 30, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result 2014. (g) endorsements of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services negotiable instruments for collection in the ordinary course of business; . (vh) other Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 $2,500,000 in the aggregate at any one time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000outstanding.

Debt. ContractThe Parent and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Notes or permit other Indebtedness or any guaranty of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except suretyship arrangement for the Notes or other Indebtedness. (ib) Debt under this Agreement and of the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity ofParent, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its the Restricted Subsidiaries existing on the date hereof that are permitted hereunder; is reflected in the Financial Statements or on Schedule 9.02. (ivc) [Reserved]. (d) Purchase Money Debt and Debt under Capital Leases not to exceed $25,000,000. (e) Debt in respect of customary overdraft protection performance bonds, bid bonds, appeal bonds, surety bonds, completion guarantees and netting services similar obligations (including those incurred to secure health, safety and environmental obligations) and obligations in respect of letters of credit, bank guaranties or instruments related liabilities arising from treasurythereto, depository in each case, not in connection with money borrowed and cash management services provided in the ordinary course of business or consistent with past practice in connection with the operation of the Midstream Properties. (f) intercompany Debt between or among the Parent, the Borrower and/or any Restricted Subsidiary to the extent permitted by Section 9.05; provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent, the Borrower or one of the Restricted Subsidiaries and (ii) any such Debt owed by the Parent, the Borrower or a Guarantor (A) shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement and (B) shall not have any scheduled amortization prior to the Latest Maturity Date. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) other Debt not to exceed $25,000,000 in the aggregate at any one time outstanding. (i) unsecured Senior Notes of the Parent, the Borrower and/or Finance Sub and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) the Borrower shall have complied with Section 8.01(r), (ii) at the time of incurring such Senior Notes or Permitted Refinancing Debt (A) no Default has occurred and is then continuing and (B) no Default would result after giving effect to the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (iii) the Parent and the Borrower are in compliance with the financial covenants contained in Section 9.01 on a Pro Forma Basis after giving effect to the issuance of such Senior Notes, (iv) such Senior Notes or Permitted Refinancing Debt, as applicable, do not have any scheduled principal amortization prior to the date which is one year after the Latest Maturity Date, (v) such Senior Notes or Permitted Refinancing Debt consisting does not mature sooner than the date which is one year after the Latest Maturity Date, (vi) such Senior Notes or Permitted Refinancing Debt and any guarantees thereof are on terms, taken as a whole, at least as favorable to the Borrower and the Guarantors as market terms for issuers of Guarantee Obligations similar size and credit quality given the then prevailing market conditions as determined by the Borrower in good faith, (vii) such Senior Notes or Permitted Refinancing Debt do not have any mandatory prepayment or redemption provisions (other than customary change of control or asset sale tender offer provisions) which would require a mandatory prepayment or redemption in priority to the Indebtedness; provided that if such Senior Notes are issued to finance all or a portion of a Permitted Acquisition or other Investment permitted by Section 5.02(c)9.05, such Senior Notes may contain mandatory prepayment or redemption provisions providing for the repayment or redemption of such Senior Notes in the event that such Permitted Acquisition or other Investment permitted by Section 9.05 is not consummated by a certain date (which date shall not be later than the date that is 90 days after the issuance thereof) in an amount not to exceed the principal amount of such Senior Notes and any accrued interest thereon through the prepayment or redemption; provided that such Senior Notes are issued in escrow pursuant to customary escrow arrangements pending the release thereof upon the consummation of such Permitted Acquisition or Investment, (viviii) neither the Parent nor any Subsidiary of the Parent (other than the Borrower or a Guarantor or a Person who becomes a Guarantor in connection therewith) is an obligor under such Debt and (ix) if such Debt is senior subordinated or subordinated Debt, the terms of such Debt provide for customary subordination of such Debt to the Indebtedness. (j) Debt of Foreign Subsidiaries owing to third parties any Person at the time such Person becomes a Restricted Subsidiary of the Parent, or is merged or consolidated with or into the Parent or the Borrower or any Restricted Subsidiary in an aggregate outstanding principal amount a transaction constituting a Permitted Acquisition occurring after the Fourth Amendment Effective Date, so long as (i) such Debt was not incurred in excess of $10,000,000 at connection with, or in contemplation of, such Permitted Acquisition, (ii) neither the Parent nor any time outstanding; (vii) Debt Restricted Subsidiary (other than the Restricted Subsidiary acquired) shall have any liability or other obligation with respect to such Debt and (iii) the aggregate principal amount of Foreign Subsidiariesall Debt outstanding under this Section 9.02(j) constituting purchase money debt and Capitalized Lease obligations shall not exceed $50,000,000 at any time. (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (Ak) Debt constituting Investments permitted by Section 9.05 (other than Sections 9.05(g) or (n)). (l) Debt of Foreign Subsidiariesunder Swap Agreements permitted pursuant to Section 9.17. (m) Debt owed to insurance companies for premiums on policies required by Section 8.07. (n) Debt in respect of Hedge Agreements netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements, in each case entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000business.

Debt. ContractThe Borrower will not, and will not permit any Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Notes or permit other Indebtedness arising under the Loan Documents or any guaranty of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except suretyship arrangement for (i) Debt the Notes or other Indebtedness arising under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that ; (b) accounts payable and accrued expenses, liabilities or other obligations to pay the principal amount deferred purchase price of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extensionProperty or services, refunding or refinancing) outstanding immediately prior from time to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into incurred in the ordinary course of business to protect against fluctuations which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in interest rates, foreign exchange rates good faith by appropriate action and commodity prices and for which adequate reserves have been maintained in accordance with GAAP; (Bc) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall Capital Leases not to exceed $10,000,000 200,000 in aggregate principal amount at any time outstanding; ; (ixd) Debt which may be deemed to exist pursuant to any surety bonds, appeal associated with bonds or similar surety obligations incurred required by Governmental Requirements in connection with the operation of the Oil and Gas Properties; (e) intercompany Debt between the Borrower and any judgment Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(f); provided that such Debt is not constituting an Event held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of Default; its Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement; (xf) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programsthe Second Lien Notes, in an aggregate the principal amount of which Debt does not exceed $22,000,000 in the aggregate; (g) Indebtedness as set forth on Schedule 9.02, provided that for all any repayment of such financings debt, after such payment has been made, no Default has occurred and the Borrower shall have no less than $3,000,000 of availability under the Borrowing Base; and (h) other Debt not to exceed €100,000,000 $100,000 in the aggregate at any one time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000outstanding.

Debt. ContractThe Parent will not, and will not permit any Restricted Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Indebtedness arising under the Loan Documents or permit any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documents. (b) Debt of the Parent and the Restricted Subsidiaries existing on the Effective Date that is reflected on Schedule 9.02 and any refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing); provided that all such Debt of any Loan Party owed to any Restricted Subsidiary that is not a Loan Party shall be subordinated to the Indebtedness on terms reasonably satisfactory to the Administrative Agent. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than 90 days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases or Purchase Money Debt not to exceed $5,000,000 in the aggregate at any time outstanding. (e) Debt associated with worker’s compensation claims, performance, bid, appeal, surety or similar bonds or surety obligations required by Law or third parties in connection with the operation of the Loan Parties’ Properties and otherwise in the ordinary course of business. (f) intercompany Debt between the Borrower and any other Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries except pursuant to the Loan Documents, and, provided further, that any such Debt owed by either any Loan Party to a Restricted Subsidiary that is not a Loan Party shall be subordinated to the Indebtedness on terms reasonably satisfactory to the Administrative Agent. (g) Debt resulting from the endorsement of negotiable instruments in the ordinary course of business or arising from the honoring of a check, draft or similar instrument presented by the Parent or any Restricted Subsidiary in the ordinary course of business against insufficient funds. (h) Debt (other than Debt for borrowed money) arising from judgments or orders in circumstances not constituting an Event of Default. (i) Debt of any Person at the time such Person becomes a Restricted Subsidiary of the Borrower or any other Restricted Subsidiary, or is merged or consolidated with or into the Borrower or any Restricted Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), provided that (i) such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of such event, (ii) neither the Parent nor any of its the Restricted Subsidiaries shall be liable for such Debt, (iii) the Parent is in Pro Forma Compliance with the financial covenant contained in Section 9.01, (iv) the principal amount of such Debt does not exceed $1,000,000 in the aggregate at any time outstanding, and (v) any such Debt has a maturity date not sooner than 180 days after the Term A Maturity Date. (j) Debt incurred by the entering into of any guarantee of, or into another contingent obligation with respect to, other Debt or other liability of any other Person (other than another Loan Party) to contractthe extent such Debt is permitted under Section 9.05. (k) after the repayment in full of all Interim Term Loans and the payment of all other related obligations outstanding hereunder, Debt of the Borrower incurred under a revolving credit facility in an aggregate principal amount not to exceed $20,000,000 at any time outstanding (and guaranties thereof by the Guarantors), together with any Refinancing thereof permitted under the terms of the Intercreditor Agreement; provided that, (i) such Debt does not mature, or require mandatory commitment reductions, prior to the Term A Maturity Date, (ii) such Debt ranks pari passu in right of payment and security as to the Loans and the other obligations under the Loan Documents, (iii) such Debt is not guaranteed by any Person (other than the Guarantors) or secured by any Property (other than the Collateral) and (iv) prior, and after giving effect, to the initial incurrence of such Debt, (x) the Borrower, the Guarantors, the Administrative Agent and the Revolving Loan Agent shall have executed and delivered the Intercreditor Agreement, (y) no Default exists or would directly result therefrom and (z) the Parent is in Pro Forma Compliance with the financial covenant contained in Section 9.01 (determined for this purpose assuming a borrowing of the maximum amount of Debt available thereunder) for the Rolling Period most recently ended (any such Debt meeting the requirements of this Section 9.02(k), “Permitted Revolving Debt”). (l) other unsecured Debt incurred after the Effective Date not to exceed $15,000,000 in the aggregate at any time outstanding. Notwithstanding anything contained in Section 9.02 to the contrary, in no event shall the Parent incur, create, incur, assume or suffer to exist any Debt, except for (i) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that Loan Documents and the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000Revolving Loan Documents.

Debt. ContractThe Borrower will not, and will not permit any of its Restricted Subsidiaries to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Loans or permit other Obligations arising under the Loan Documents or any guaranty of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except suretyship arrangement for the Loans or other Obligations arising under the Loan Documents; (ib) Debt under this Agreement Capital Leases and the other Loan Documents; (ii) Surviving purchase money Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Restricted Subsidiaries that are permitted hereunderin an aggregate amount not to exceed $20,000,000; provided, any such Debt shall be secured only by the asset acquired in connection with the incurrence of such Debt; (ivc) Debt associated with bonds, surety obligations or similar instruments required by Governmental Requirements in respect connection with the operation of customary overdraft protection the Oil and netting services Gas Properties; (d) endorsements of negotiable instruments for collection, deposit or negotiation and related liabilities arising from treasurywarranties of products or services, depository and cash management services in each case, incurred in the ordinary course of business; (e) intercompany Debt between the Borrower and any Wholly-Owned Subsidiary Guarantor or between Wholly-Owned Subsidiary Guarantors to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Wholly-Owned Subsidiary Guarantor; and, provided, further, that any such Debt owed by either the Borrower or a Wholly-Owned Subsidiary Guarantor shall be subordinated to the Obligations on terms set forth in the Guaranty Agreement; (f) [Reserved]; (g) unsecured senior or unsecured senior subordinated Debt of the Borrower and any guarantees thereof, so long as after giving pro forma effect to the incurrence of such Debt and the use of the proceeds thereof, the Consolidated Leverage Ratio does not exceed 4.00 to 1.00, as the Consolidated Leverage Ratio is recomputed on such date using (I) Consolidated Total Debt outstanding on such date and (II) EBITDAX for the Reference Period ending on the last day of the fiscal quarter immediately preceding such date for which financial statements are available; provided that: (i) the Borrower shall have complied with Section 8.01(o); (ii) such Debt does not have any scheduled principal amortization; (iii) such Debt does not mature sooner than the date which is ninety-one (91) days after the Maturity Date (provided that bridge facilities containing automatic extension provisions (except if a payment or bankruptcy default exists) shall be permitted so long as such extension results in a maturity date no earlier than ninety-one (91) days after the Maturity Date); (iv) such Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control or asset sale tender offer provisions, provided that, in case of an asset sale tender offer, mandatory prepayment or redemption amounts are permitted to be applied first to the Obligations) which would require a mandatory prepayment or redemption in priority to the Obligations; (v) such Debt consisting and any guarantees thereof are on terms, taken as a whole, not materially less favorable to Parent, the Borrower and its Subsidiaries as market terms for issuers of Guarantee Obligations permitted similar size and credit quality given the then prevailing market conditions as reasonably determined by Section 5.02(c)the Borrower; (vi) if such Debt is senior subordinated Debt, such Debt is expressly subordinate to the payment in full of Foreign Subsidiaries owing all of the Obligations on terms and conditions reasonably satisfactory to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstandingthe Administrative Agent; (vii) neither Parent nor any Subsidiary is required to guarantee such Debt unless Parent or such Subsidiary, as applicable, has guaranteed the Obligations pursuant to the Guaranty Agreement; and (viii) the Borrowing Base then in effect shall be adjusted to the extent required by Section 2.07(f) and the Borrower shall make any prepayment required by Section 3.04(c)(iii); provided further that for purposes of clarification, any Debt incurred under this Section 9.02(g) which is repaid may not be reborrowed under this Section 9.02(g); (h) Junior Lien Debt in an aggregate principal amount not to exceed $100,000,000 and any guarantees thereof, so long as after giving pro forma effect to the incurrence of such Debt and the use of proceeds thereof, the Consolidated Leverage Ratio does not exceed 4.00 to 1.00, as the Consolidated Leverage Ratio is recomputed on such date using (I) Consolidated Total Debt outstanding on such date and (II) EBITDAX for the Reference Period ending on the last day of the fiscal quarter immediately preceding such date for which financial statements are available; provided that: (i) the Borrower shall have complied with Section 8.01(o); (ii) such Debt does not have any scheduled principal amortization; (iii) such Debt does not mature sooner than the date which is ninety-one (91) days after the Maturity Date; (iv) such Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control or asset sale tender offer provisions, provided that, in case of an asset sale tender offer, mandatory prepayment or redemption amounts are permitted to be applied first to the Obligations) which would require a mandatory prepayment or redemption in priority to the Obligations; (v) such Debt and any guarantees thereof are on terms, taken as a whole, not materially less favorable to Parent, the Borrower and its Subsidiaries as market terms for issuers of Foreign Subsidiariessimilar size and credit quality given the then prevailing market conditions as reasonably determined by the Borrower; (vi) constituting purchase money debt such Debt shall be at all times subject to the Intercreditor Agreement and Capitalized Lease obligations the Obligations shall be secured on a senior priority basis to such Debt; (vii) neither Parent nor any Subsidiary is required to guarantee such Debt unless Parent or such Subsidiary, as applicable, has guaranteed the Obligations pursuant to the Guaranty Agreement; and (viii) the Borrowing Base then in effect shall be adjusted to the extent required by Section 2.07(f) and the Borrower shall make any prepayment required by Section 3.04(c)(iii); provided further that for purposes of clarification, any Debt incurred under this Section 9.02(h) which is repaid may not otherwise included be reborrowed under this Section 9.02(h); (i) Permitted Refinancing Debt and any guarantees thereof, the proceeds of which shall be used concurrently with the incurrence thereof to refinance the outstanding Permitted Additional Debt permitted under Section 9.02(g) or Section 9.02(h), as applicable, or to refinance the outstanding Permitted Refinancing Debt in subclause respect thereof, as the case may be; provided that (i) the Borrower shall have complied with Section 8.01(o); (ii) abovethe Borrower shall have furnished to the Administrative Agent and the Lenders copies of the final executed versions of the definitive documents therefor, and (iii) the Borrowing Base then in an aggregate outstanding amount effect shall be adjusted to the extent required by Section 2.07(f), and the Borrower shall make any prepayment required by Section 3.04(c)(iii); for purposes of clarification, any Permitted Refinancing Debt incurred under this Section 9.02(i) which is repaid may not in excess be reborrowed under this Section 9.02(i); (j) Guarantees by the Borrower and its Restricted Subsidiaries of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiariesthe Borrower or any Wholly-Owned Subsidiary Guarantor otherwise permitted hereunder; and (k) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) other Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist otherwise permitted pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programsthis Section 9.02, in an aggregate principal amount for all such financings not to exceed €100,000,000 $20,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000time.

Debt. ContractThe Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Loans, any Notes or permit other Secured Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans, any Notes or other Secured Obligations arising under the Loan Documents, and any deferred put premiums associated with Swap Agreements entered into with an Approved Counterparty. (b) the Convertible Note (but no Permitted Refinancing Debt in respect of the Convertible Note) and any Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt (including guarantees) under Capital Leases, provided that the aggregate amount of such Debt and Debt incurred pursuant to Sections 9.02(j) and (k) does not exceed the greater of $30,000,000 or 10% of the then effective Borrowing Base at any one time outstanding. (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Subsidiaries Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to contractthe Secured Obligations on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Debt under any Senior Notes issued after the Effective Date, create, incur, assume or suffer to exist any Debt, except for provided that (i) at the time of incurring such Debt under (1) no Default has occurred and is then continuing and (2) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents; , (iiv) Surviving such Debt and any guarantees thereof are on prevailing market terms for similarly situated companies, and (vi) the Borrowing Base is adjusted as contemplated by Section 2.07(e) and the Borrower makes any prepayment required under Section 3.04(c)(iii); and any Permitted Refinancing Debt extending with respect to any such Senior Notes provided that for the maturity of, or refunding or refinancing, in whole or in partpurposes of Section 2.07(e), any Surviving Debtincrease in the aggregate amount of Senior Notes then outstanding shall result in a reduction of the Borrowing Base as contemplated by Section 2.07(e). (i) Debt incurred to finance insurance premiums. (j) Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any fixed or capital assets, including Debt assumed in connection with the acquisition of such assets; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that (i) the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower cost of acquiring, constructing or improving such fixed or capital assets and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) abovethe aggregate amount of such Debt and Debt incurred pursuant to Sections 9.02(d) in an aggregate outstanding amount and (lk) does not in excess exceed the greater of $10,000,000; 30,000,000 or 10% of the then effective Borrowing Base at any one time outstanding. (viiik) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management AgreementsDebt, provided that the aggregate amount of such Debt under this clause and Debt incurred pursuant to Sections 9.02(d) and (viiij) shall does not exceed the greater of $10,000,000 30,000,000 or 10% of the then effective Borrowing Base at any one time outstanding; (ix) . For the avoidance of doubt, an issue of Senior Notes or Permitted Refinancing Debt which may be deemed comprised of Debt only a portion of which constitutes Permitted Refinancing Debt to exist pursuant to the extent the aggregate principal amount thereof exceeds the current principal amount of the Senior Notes being refinanced or replaced (plus the amount of any surety bonds, appeal bonds or similar obligations premiums paid and fees and expenses incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiariestherewith, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amountsapplicable); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.

Debt. Contract, create, incur, assume or suffer to exist any Debt, or permit Permit any of its Subsidiaries to contract, create, incur, assume create or suffer to exist exist, any Debt, except for Debt other than: (i) Debt under this Agreement and owed to the other Loan Documents; Borrower or a wholly owned Subsidiary of the Borrower; (ii) the Surviving Debt Debt, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; , provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; , provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing (except by an amount equal to a reasonable premium paid, and reasonable fees and expenses incurred, in connection with such refinancing), and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and , provided still further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties Borrower or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; ; (iii) Debt arising from Investments among of a newly-formed or newly-acquired Subsidiary owed to a Person financing the Borrower and its Subsidiaries that are permitted hereunder; formation of such Subsidiary or the acquisition of all of the Equity Interests in or all or substantially all of the assets of such Subsidiary; (iv) Debt in respect indorsement of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an so long as no Event of Default; (x) Default has occurred and is continuing or would result therefrom, other Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean not to exceed the amount invested by investors that are not Affiliates is (1) 15.0% of the Consolidated Net Tangible Assets of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by Subsidiaries minus (2) the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000Debt secured by Liens at such time that was incurred pursuant to Section 5.02(a)(vi) above, as determined immediately prior to the incurrence of such Debt.

Debt. ContractThe Borrower will not and will not cause or permit any Guarantor or any Restricted Subsidiary to incur, create, incur, assume or suffer permit to exist any Debt, except: (a) the Debt hereunder or permit any guaranty of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except suretyship arrangement for the Debt hereunder; (ib) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its the Restricted Subsidiaries existing on the date hereof that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services is reflected in the ordinary course Financial Statements or is disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of business; (vProperty or services) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing from time to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into incurred in the ordinary course of business to protect against fluctuations which, if material and greater than 90 days past the invoice or billing date, are being contested in interest rates, foreign exchange rates and commodity prices and good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (Bd) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid the Restricted Subsidiaries requiring no scheduled principal payments (whether at stated maturity or by virtue of scheduled amortization, required prepayment or redemption) due until at least one year after the Termination Date and issued under the Indenture or otherwise under agreements containing covenants no more restrictive to the Borrower or its the Restricted Subsidiaries, as reduced the case may be, than the covenants contained in this Agreement; (e) Debt that is secured by Liens permitted under Section 9.02(d) and under clause (xv) of the definition of Excepted Liens which in the aggregate amounts received by such investors from the payment of receivables and applied shall not to reduce such invested amounts); and exceed $25,000,000 outstanding at any one time; (xif) Debt not otherwise of the Borrower and the Restricted Subsidiaries (other than Laurel) under Hedging Agreements entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the Borrower's operations; (g) Debt as a result of (and to the extent permitted hereunder by) Sections 9.03(g); (h) Debt under the Revolving Credit Agreement and guaranties by any Guarantor or Laurel thereof; and (i) Other unsecured Debt of the Borrower and the Restricted Subsidiaries (other than Laurel) so long as at the time such Debt is incurred, and after giving pro forma effect to the incurrence and applications of the proceeds thereof, the Borrower shall be in an aggregate outstanding principal amount pro forma compliance with the financial covenants contained in Section 9.12 and Section 9.13 and no Default or Event of $5,000,000Default shall have occurred and be continuing.

Debt. Contract, create, incur, assume or suffer to exist any Debt, or permit Neither Parent nor any of its Subsidiaries to contract, create, incur, assume shall incur or suffer to exist maintain any Debt, except for other than: (i1) Debt under this Agreement the Obligations; (2) Purchase Money Obligations and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programsCapital Leases, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes $25,000,000 during the term of this clause Agreement; (x3) other Debt existing on the Closing Date and set forth on Schedule 9.13 and any and all interest and other amounts owing in respect thereof ("Existing Debt"), but no increases in the “principal amount” amount thereof and no refinancings or renewals thereof except to the extent that such refinancing or renewal does not increase the principal amount of a receivables factoring such Debt outstanding immediately prior to such refinancing or renewal, or add guarantors, obligors or security from that which applied to such Debt being refinanced or renewed, and all other securitization program shall mean the amount invested by investors that terms of such refinancing or renewal are not Affiliates of the Borrower and paid no more restrictive or less favorable to the Borrower or its SubsidiariesSubsidiary, as reduced by the aggregate amounts received by applicable, than previously existing with respect to such investors from the payment of receivables and applied to reduce such invested amounts); Debt; (4) Lily Cup may (x) incur Debt as described in Section 9.10 (C) and (xiy) incur or suffer to exist Debt not otherwise permitted hereunder in excess of Cd. $20,000,000 in an aggregate outstanding principal amount at any time outstanding under the Lily Credit Facility and any refinancing or renewal thereof on terms and conditions which are no more restrictive or less favorable to Lily Cup than previously existing with respect to such Debt; provided, however, that the Debt permitted pursuant to clause (y) shall not be secured by any assets of Parent, the Borrower or any Subsidiary of Parent other than Lily Cup but may be guaranteed (on an unsecured basis) by Parent and/or the Borrower; (5) unsecured Debt under any Interest Rate Protection or Other Hedging Agreement or under any similar type of agreement entered into with a Person not a Lender, in each case to the extent the respective agreement relates to Debt outstanding as otherwise permitted under this Section 9.13; (6) unsecured Debt under any Permitted Commodities Agreements; (7) unsecured Debt owing to non-Affiliated Persons in an aggregate principal amount not to exceed $5,000,0005,000,000 at any time outstanding; (8) Debt subject to Liens permitted under clauses (c) and (d) of the definition of Permitted Liens (such Debt to be subject to any limitations (including, without limitation, as to amount) set forth in such clauses); and (9) upon the purchase by Parent of common stock of Parent as permitted by Section 9.10(A)(c), Debt of Parent represented by the Stockholder Subordinated Note issued as the consideration therefor.

Debt. ContractThe Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Indebtedness arising under the Loan Documents or permit any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and the Restricted Subsidiaries existing on the date hereof that is reflected in the Pro Forma Financial Statements or on Schedule 9.02 and any refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than 90 days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases or Purchase Money Debt not to exceed $15,000,000 in the aggregate at any time outstanding. (e) Debt associated with worker’s compensation claims, performance, bid, appeal, surety or similar bonds or surety obligations required by Law or third parties in connection with the operation of Oil and Gas Properties and otherwise in the ordinary course of business. (f) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries except pursuant to contractthe Loan Documents, createand, incurprovided further, assume that any such Debt owed by either the Borrower or suffer a Guarantor shall be subordinated to exist the Indebtedness on terms set forth in the Guaranty Agreement. (g) Debt resulting from the endorsement of negotiable instruments in the ordinary course of business or arising from the honoring of a check, draft or similar instrument presented by the Borrower or any DebtRestricted Subsidiary in the ordinary course of business against insufficient funds. (h) Debt in respect of unsecured notes, except for provided that (i) at the time of incurring such Debt under (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization of principal or a maturity date prior to 120 days after the Maturity Date, (iii) such Debt does not contain mandatory redemption events that require the redemption of such Debt prior to 120 days after the Maturity Date, (iv) such Debt does not prohibit prior repayment of Loans, (v) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents; , and (iivi) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, Debt are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral arm’s-length negotiations. (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (viii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiariesfor borrowed money) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds from judgments or similar obligations incurred orders in connection with any judgment circumstances not constituting an Event of Default; . (xj) Debt of Foreign Subsidiaries arising under any European Receivables Financing Person at the time such Person becomes a Restricted Subsidiary of the Borrower or any other receivables factoring Restricted Subsidiary, or other securitization programsis merged or consolidated with or into the Borrower or any Restricted Subsidiary, in an aggregate a transaction permitted by this Agreement, and extensions, renewals, refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), provided that (i) such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of such event, (ii) neither the Borrower nor any of the Restricted Subsidiaries shall be liable for all such financings Debt, (iii) the Borrower is in Pro Forma Compliance with the covenants contained in Section 9.01, (iv) the principal amount of such Debt that is secured does not exceed $25,000,000 in the aggregate at any time outstanding, and (v) any such Debt that is unsecured has a maturity date not sooner than 120 days after the Maturity Date. (k) Debt secured by Liens on Property other than Oil and Gas Properties not to exceed €100,000,000 $10,000,000 in the aggregate at any time outstanding outstanding. (for purposes l) Debt incurred by the entering into of this clause (x)any guarantee of, the “principal amount” of a receivables factoring or into another contingent obligation with respect to, other Debt or other securitization program shall mean liability of any other Person (other than another Loan Party) to the amount invested by investors that are not Affiliates extent such Debt is permitted under Section 9.05. (m) Debt which represents an extension, refinancing, or renewal of any of the Borrower and paid to Senior Notes; provided that, (i) the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal, (ii) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Debt so extended, refinanced or renewed and such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes becoming due earlier than the date that is 120 days after the Maturity Date, and (iii) if the Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Indebtedness, then the terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (n) other unsecured Debt incurred after the date of this Agreement not to exceed $5,000,00030,000,000 in the aggregate at any time outstanding. (o) unsecured Debt owing by the Borrower to the Atlas Energy which shall not exceed $50,000,000 outstanding at any time; provided that (i) any such Debt shall be on terms and conditions customary for subordinated unsecured intercompany debt and (ii) concurrently with the incurrence of any such Debt, the Atlas Energy shall have executed and delivered to the Administrative Agent a debt subordination agreement subordinating repayment of such Debt to the Indebtedness, in form and substance satisfactory to the Administrative Agent. (p) Debt under the First Lien Loan Documents and guarantee obligations of any Loan Party in respect thereof.

Debt. ContractThe Credit Parties will not, and will not permit any of the Restricted Subsidiaries to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Loans, other Secured Obligations and any guaranty of or permit any of its Subsidiaries to contract, create, incur, assume suretyship arrangement in respect thereof; (b) intercompany Debt between or suffer to exist any Debt, except for among (i) Debt under this Agreement the Borrower and the other Loan Documents; any Subsidiary Guarantor, (ii) Surviving Debt any Restricted Subsidiary that is not a Guarantor and any Debt extending other Restricted Subsidiary that is not a Guarantor or (iii) the maturity of, Borrower or refunding or refinancing, in whole or in part, any Surviving DebtSubsidiary Guarantor to any Restricted Subsidiary that is not a Guarantor to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Administrative Agent or the Collateral Agent for the benefit of the Lenders, the Borrower or a Subsidiary Guarantor, and, provided further, that any such Debt for borrowed money (including without limitation intercompany receivables or other obligations) owed by either the Borrower or any Credit Party shall be subordinated to the Secured Obligations on the terms set forth in the Guaranty and Collateral Agreement; (c) endorsements of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services negotiable instruments for collection in the ordinary course of business; ; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vid) Debt of Foreign the Borrower or the Restricted Subsidiaries owing to third parties (i) associated with bonds or surety obligations required by Governmental Requirements in an aggregate outstanding principal amount not connection with the operation of the Oil and Gas Properties in excess the ordinary course of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt business and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess comprised of $10,000,000; (viii) (A) Debt (other than Debt guarantees of Foreign Subsidiaries) in respect obligations of Hedge Agreements Restricted Subsidiaries under marketing agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and which do not constitute Debt for borrowed money; (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (xe) Debt of Foreign the Borrower and the Restricted Subsidiaries arising under any European Receivables Financing Capital Leases and Debt incurred to finance the purchase, construction or any other receivables factoring or other securitization programs, improvement of such capital assets (excluding real property interests) secured by Liens permitted by Section 9.03(c) in an aggregate principal amount for all such financings not to exceed €100,000,000 $25,000,000; (f) (x) Permitted Senior Notes and any guarantees thereof existing as of the Effective Date; provided that no Subsidiary or other Person is required to guarantee such Debt unless such Subsidiary or other Person has guaranteed the Secured Obligations pursuant to the Guaranty and Collateral Agreement, and (y) Permitted Senior Notes and any guarantees thereof incurred after the Effective Date; provided that (i) both before and immediately after giving effect to the incurrence of such Debt, no Default or Event of Default has occurred and is continuing or would result therefrom (after giving effect to any concurrent repayment of Debt with the proceeds thereof, any Borrowing Base adjustment under Section 2.07(e) and any prepayment made pursuant to Section 3.04(c)(iii)); (ii) such Debt and any guarantees thereof (A) are on terms and conditions that are not more restrictive, taken as a whole, than those contained in this Agreement and the other Loan Documents, as reasonably determined by the Borrower in good faith, and (B) do not contain financial covenants that are more restrictive than those contained in this Agreement and the other Loan Documents, unless in the case of clause (A) or (B), such more restrictive terms are incorporated into this Agreement, mutatis mutandis, are offered to the Lenders in good faith or are otherwise applicable only after the payment in full of the Loans; (iii) immediately after the incurrence of such Debt, the Borrowing Base shall be adjusted in accordance with and to the extent required by Section 2.07(e) and prepayment shall be made to the extent required by Section 3.04(c)(iii); (iv) such Debt does not have any scheduled principal amortization prior to the date that is 91 days after the Latest Maturity Date at the time of issuance; (v) such Debt does not mature sooner than the date that is 91 days after the Latest Maturity Date at the time of issuance; (vi) the economic terms of such Debt and any time outstanding guarantees thereof, taken as a whole, are on market terms for issuers of similar size and credit quality given the then prevailing market conditions as reasonably determined by the Borrower in good faith; (for purposes vii) immediately after giving effect to the incurrence of such Debt and any guarantees thereof, the Pro Forma Net Leverage Ratio shall not exceed 3.50 to 1.00; (viii) such Debt does not have any mandatory prepayment or redemption provisions which would require a mandatory prepayment or redemption thereof in priority to the Secured Obligations (other than (a) customary change of control tender offer provisions, (b) asset sale or casualty or condemnation event tender offer provisions, to the extent such provisions in this clause (x)b) first permit, at the “principal amount” option of a receivables factoring the Borrower, prepayment in full of the Secured Obligations (or other securitization program shall mean permit at the amount invested by investors that are not Affiliates option of the Borrower and paid the net cash proceeds to be applied first to the Borrower prepayment of the Secured Obligations) or its Subsidiaries(c) customary acceleration rights after an event of default); (ix) no Subsidiary or other Person is required to guarantee such Debt unless such Subsidiary or other Person has guaranteed the Secured Obligations pursuant to the Guaranty and Collateral Agreement; (x) if such Debt is senior subordinated Debt, as reduced by the aggregate amounts received by such investors from Debt is expressly subordinate to the payment in full of receivables all of the Secured Obligations on terms and applied conditions reasonably satisfactory to reduce such invested amounts); the Administrative Agent and (xi) the Borrower shall have complied with Section 8.01(p); (g) Permitted Refinancing Debt not otherwise and any guarantees thereof, the proceeds of which shall be used concurrently with the incurrence thereof to refinance any outstanding Permitted Debt permitted hereunder under Section 9.02(f) or to refinance any outstanding Refinanced Debt, as the case may be; (h) Debt in the form of guaranties by the Credit Parties of Debt of (i) the Borrower or any Subsidiary Guarantor permitted under this Section 9.02 or (ii) other Persons to the extent an Investment would be permitted in such Person under Section 9.05(g); (i) other Debt in an aggregate outstanding principal amount not to exceed $75,000,000 at any one time outstanding; and (j) To the extent constituting Debt, unsecured deferred purchase price arrangements in connection with acquisitions and/or Investments otherwise permitted by this Agreement so long as (i) no Default, Event of $5,000,000Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom and (ii) the Pro Forma Net Leverage Ratio is equal to or less than 3.50 to 1.00. (k) Debt existing on the Effective Date and set forth on Schedule 9.02.

Debt. ContractExcept as previously and expressly consented to in writing by Agent, createno Borrower shall, incurdirectly or indirectly, assume permit, incur or suffer to exist maintain any Debt, or permit any of its Subsidiaries to contractother than (a) the Obligations, create(b) Debt set forth on Schedule 8.6, incur(c) Debt evidencing intercompany loans among Borrowers and Guarantors, assume or suffer to exist any (d) the Subordinated Debt, except for (ie) Debt under this Agreement reserved, (f) current accounts payable, accrued expenses and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services customer advance payments incurred in the ordinary course of business, (g) Debt secured by Permitted Liens; (vh) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); under Paragraph 8.3, (vii) unsecured Debt of Foreign Subsidiaries owing in addition to third parties the foregoing in an aggregate outstanding principal amount not in excess of to exceed $10,000,000 1,500,000.00 at any one time outstanding; , and (viij) any Debt representing a Permitted Refinancing of the foregoing (collectively, “Permitted Debt”). No Borrower shall (i) make any payments in respect of any Subordinated Debt (other than except that Borrowers may make any regularly scheduled payments of principal and interest due under such Borrower’s Subordinated Debt so long as no Default or Event of Foreign Subsidiaries) constituting purchase money debt Default then exists or would result therefrom and Capitalized Lease obligations (not otherwise included such payments are made in subclause accordance with the terms and conditions of any subordination agreement among the holder or holders of such Subordinated Debt, Agent and/or Lenders or the subordination provisions set forth in such Subordinated Debt documents), (ii) above) amend, modify or rescind any provisions of any of Borrower’s Subordinated Debt in an aggregate outstanding amount not such a manner as to affect adversely Agent’s liens on the Collateral or the prior position of the Notes or accelerate the date upon which any installment of principal and interest of any Subordinated Debt is due or make the covenants and obligations of the Borrowers contained in excess of $10,000,000; (viii) (A) such Subordinated Debt (other documents materially more restrictive than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into those set forth in the ordinary course Loan Documents as of business the date of such amendment or modification, or (iii) permit the prepayment or redemption of all or any part of any Subordinated Debt, except with respect to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Subordinated Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an a Permitted Refinancing as permitted by clause (j) above, and in connection with a prepayment or redemption of other Subordinated Debt from time to time so long as no Default or Event of Default; (x) Default then exists or would result therefrom and such payments are made in accordance with the terms and conditions of any subordination agreement among the holder or holders of such Subordinated Debt, Agent and/or Lenders or the subordination provisions set forth in such Subordinated Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000documents.

Debt. ContractThe Borrower will not, and will not permit any Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Indebtedness; (b) accounts payable and accrued expenses, liabilities or permit any other obligations to pay the deferred purchase price of its Subsidiaries Property or services, from time to contract, create, incur, assume time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or suffer to exist any Debt, except which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (ic) Debt under this Agreement associated with bonds or surety obligations required by Governmental Requirements and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument performance bonds issued in connection therewith, are otherwise permitted by with the Loan Documents; provided further that operation of its Properties in the principal amount ordinary course of such Surviving Debt shall not be increased above the principal amount thereof its business; (together with fees and expenses in connection with such extension, refunding or refinancingd) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result endorsements of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services negotiable instruments for collection in the ordinary course of business; ; (ve) Debt consisting existing on the Effective Date and described in Schedule 9.02 attached hereto; (f) Permitted Refinancing Debt; provided that 100% of Guarantee Obligations the net proceeds of any Permitted Refinancing Debt of the Term Loan are applied to prepay the Term Loans; (g) intercompany Debt (i) between the Borrower and any Guarantor or between Guarantors, and (ii) between the Borrower and any Subsidiary that is not a Guarantor or between any Subsidiaries that are not Guarantors to the extent permitted by Section 5.02(c9.05(h); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Subsidiaries that is a Guarantor; (vih) Debt in respect of Foreign Subsidiaries owing Capital Leases not exceeding $5,000,000 in aggregate amount equivalent to third parties principal at any time outstanding; (i) Debt secured by Liens permitted by Section 9.03(f), not exceeding $10,000,000 in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; and (viij) other Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), $7,500,000 in the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000aggregate.

Debt. ContractThe Credit Parties will not, and will not permit any of the Restricted Subsidiaries to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Loans, other Secured Obligations and any guaranty of or permit any of its Subsidiaries to contract, create, incur, assume suretyship arrangement in respect thereof; (b) intercompany Debt between or suffer to exist any Debt, except for among (i) Debt under this Agreement the Borrower and the other Loan Documents; any Subsidiary Guarantor, (ii) Surviving Debt any Restricted Subsidiary that is not a Guarantor and any Debt extending other Restricted Subsidiary that is not a Guarantor or (iii) the maturity of, Borrower or refunding or refinancing, in whole or in part, any Surviving DebtSubsidiary Guarantor to any Restricted Subsidiary that is not a Guarantor to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Administrative Agent or the Collateral Agent for the benefit of the Lenders, the Borrower or a Subsidiary Guarantor, and, provided further, that any such Debt for borrowed money (including without limitation intercompany receivables or other obligations) owed by either the Borrower or any Credit Party shall be subordinated to the Secured Obligations on the terms set forth in the Guaranty and Collateral Agreement; (c) endorsements of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services negotiable instruments for collection in the ordinary course of business; ; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vid) Debt of Foreign the Borrower or the Restricted Subsidiaries owing to third parties (i) associated with bonds or surety obligations required by Governmental Requirements in an aggregate outstanding principal amount not connection with the operation of the Oil and Gas Properties in excess the ordinary course of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt business and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess comprised of $10,000,000; (viii) (A) Debt (other than Debt guarantees of Foreign Subsidiaries) in respect obligations of Hedge Agreements Restricted Subsidiaries under marketing agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and which do not constitute Debt for borrowed money; (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (xe) Debt of Foreign the Borrower and the Restricted Subsidiaries arising under any European Receivables Financing Capital Leases and Debt incurred to finance the purchase, construction or any other receivables factoring or other securitization programs, improvement of such capital assets (excluding real property interests) secured by Liens permitted by Section 9.03(c) in an aggregate principal amount for all such financings not to exceed €100,000,000 the greater of (x) $50,000,000 and (y) 1.0% of Consolidated Total Assets; (f) (x) Permitted Senior Notes and any guarantees thereof existing as of the Effective Date and any Debt that is incurred in exchange for, or the proceeds of which are used to extend, refinance, replace, defease, discharge, refund or otherwise retire for value any Permitted Senior Notes; provided that no Subsidiary or other Person is required to guarantee such Debt unless such Subsidiary or other Person has guaranteed the Secured Obligations pursuant to the Guaranty and Collateral Agreement, and (y) Permitted Senior Notes and any guarantees thereof incurred after the Effective Date; provided that (i) both before and immediately after giving effect to the incurrence of such Debt, no Event of Default has occurred and is continuing or would result therefrom (after giving effect to any concurrent repayment of Debt with the proceeds thereof, any Borrowing Base adjustment under Section 2.07(e) and any prepayment made pursuant to Section 3.04(c)(iii)); (ii) such Debt and any guarantees thereof (A) are on terms and conditions that are not materially more restrictive, taken as a whole, than those contained in this Agreement and the other Loan Documents, as reasonably determined by the Borrower in good faith, and (B) do not contain financial covenants that are more restrictive than those contained in this Agreement and the other Loan Documents, unless in the case of clause (A) or (B), such more restrictive terms are incorporated into this Agreement, mutatis mutandis, are offered to the Lenders in good faith or are otherwise applicable only after the payment in full of the Loans; (iii) immediately after the incurrence of such Debt, the Borrowing Base shall be adjusted in accordance with and to the extent required by Section 2.07(e) and prepayment shall be made to the extent required by Section 3.04(c)(iii); (iv) such Debt does not have any scheduled principal amortization prior to the date that is 91 days after the Latest Maturity Date at the time of issuance; (v) such Debt does not mature sooner than the date that is 91 days after the Latest Maturity Date at the time of issuance; (vi) the economic terms of such Debt and any time outstanding guarantees thereof, taken as a whole, are on market terms for issuers of similar size and credit quality given the then prevailing market conditions as reasonably determined by the Borrower in good faith; (for purposes vii) immediately after giving effect to the incurrence of such Debt and any guarantees thereof, the Pro Forma Net Leverage Ratio shall not exceed 3.50 to 1.00; (viii) such Debt does not have any mandatory prepayment or redemption provisions which would require a mandatory prepayment or redemption thereof in priority to the Secured Obligations (other than (a) customary change of control tender offer provisions, (b) asset sale or casualty or condemnation event tender offer provisions or incurrence of unpermitted debt prepayment or redemption provisions, to the extent such provisions in this clause (x)b) first permit, at the “principal amount” option of a receivables factoring the Borrower, prepayment in full of the Secured Obligations (or other securitization program shall mean permit at the amount invested by investors that are not Affiliates option of the Borrower and paid the net cash proceeds to be applied first to the Borrower prepayment of the Secured Obligations), (c) customary acceleration rights after an event of default or its Subsidiaries(d) customary fundamental change provisions with respect to convertible notes); (ix) no Subsidiary or other Person is required to guarantee such Debt unless such Subsidiary or other Person has guaranteed the Secured Obligations pursuant to the Guaranty and Collateral Agreement; (x) if such Debt is senior subordinated Debt, as reduced by the aggregate amounts received by such investors from Debt is expressly subordinate to the payment in full of receivables all of the Secured Obligations on terms and applied conditions reasonably satisfactory to reduce such invested amounts); the Administrative Agent and (xi) the Borrower shall have complied with Section 8.01(p); (g) Permitted Refinancing Debt not otherwise and any guarantees thereof, the proceeds of which shall be used concurrently with the incurrence thereof to refinance any outstanding Permitted Debt permitted hereunder under Section 9.02(f) or to refinance any outstanding Refinanced Debt, as the case may be; (h) Debt in the form of guaranties by the Credit Parties of Debt of (i) the Borrower or any Subsidiary Guarantor permitted under this Section 9.02 or (ii) other Persons to the extent an Investment would be permitted in such Person under Section 9.05(g); (i) other Debt in an aggregate outstanding principal amount not to exceed the greater of (x) $5,000,000150,000,000 and (y) 2.75% of Consolidated Total Assets (measured as of the date of incurrence of such Debt) at any one time outstanding and (ii) any Permitted Refinancing Debt issued or incurred to Refinance such Debt; (j) To the extent constituting Debt, unsecured deferred purchase price arrangements in connection with acquisitions and/or Investments otherwise permitted by this Agreement so long as at the time of entry thereof (i) no Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom and (ii) the Pro Forma Net Leverage Ratio is equal to or less than 3.50 to 1.00; and (k) Debt existing on the Effective Date and set forth on Schedule 9.02.

Debt. ContractThe Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Indebtedness arising under the Loan Documents or permit any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and the Restricted Subsidiaries existing on the date hereof that is reflected in the Pro Forma Financial Statements or on Schedule 9.02 and any refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than 90 days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases or Purchase Money Debt not to exceed $15,000,000 in the aggregate at any time outstanding. (e) Debt associated with worker’s compensation claims, performance, bid, appeal, surety or similar bonds or surety obligations required by Law or third parties in connection with the operation of Oil and Gas Properties and otherwise in the ordinary course of business. (f) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries except pursuant to contractthe Loan Documents, createand, incurprovided further, assume that any such Debt owed by either the Borrower or suffer a Guarantor shall be subordinated to exist the Indebtedness on terms set forth in the Guaranty Agreement. (g) Debt resulting from the endorsement of negotiable instruments in the ordinary course of business or arising from the honoring of a check, draft or similar instrument presented by the Borrower or any DebtRestricted Subsidiary in the ordinary course of business against insufficient funds. (h) Senior Notes, except for provided that (i) at the time of incurring such Debt under (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization of principal or a maturity date prior to 120 days after the Maturity Date, (iii) such Debt does not contain mandatory redemption events that require the redemption of such Debt prior to 120 days after the Maturity Date, (iv) such Debt does not prohibit prior repayment of Loans, (v) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents; , and (iivi) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, Debt are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral arm’s-length negotiations. (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (viii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiariesfor borrowed money) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds from judgments or similar obligations incurred orders in connection with any judgment circumstances not constituting an Event of Default; . (xj) Debt of Foreign Subsidiaries arising under any European Receivables Financing Person at the time such Person becomes a Restricted Subsidiary of the Borrower or any Restricted Subsidiary, or is merged or consolidated with or into the Borrower or any Restricted Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount thereof (other receivables factoring than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), provided that (i) such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of such event, (ii) neither the Borrower nor any of the Restricted Subsidiaries shall be liable for such Debt, (iii) the Borrower is in Pro Forma Compliance with the covenants contained in Section 9.01, (iv) the principal amount of such Debt that is secured does not exceed $25,000,000 in the aggregate at any time outstanding, and (v) any such Debt that is unsecured has a maturity date not sooner than 120 days after the Maturity Date. (k) Debt secured by Liens on Property other than Oil and Gas Properties not to exceed $10,000,000 in the aggregate at any time outstanding. (l) Debt incurred by the entering into of any guarantee of, or into another contingent obligation with respect to, other Debt or other securitization programs, liability of any other Person (other than another Loan Party) to the extent such Debt is permitted under Section 9.05. (m) Debt secured by Liens on APL Units permitted under Section 9.03(h) in an aggregate principal amount for all such financings not to exceed €100,000,000 the fair market value of such APL Units. (n) other unsecured Debt incurred after the date of this Agreement not to exceed $30,000,000 in the aggregate at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000outstanding.

Debt. ContractThe Borrower will not, and will not permit any Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Notes or permit other Secured Obligations (including any Hedging Arrangements) or any guaranty of or suretyship arrangement for the Notes or other Secured Obligations. (b) Debt existing as of the Petition Date and set forth on Schedule 9.01 (provided that (i) payments on account of any Capital Leases entered into prior to the Petition Date shall not exceed the amount therefor set forth in the then-current DIP Budget (including any remaining Permitted Variance) and (ii) none of the instruments or agreements governing such Debt may be amended, modified or supplemented after the Effective Date to change any terms of subordination, repayment or rights of conversion, put, exchange or other similar rights from such terms and rights in effect on the Petition Date); (c) Debt associated with bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (d) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.04(b); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Secured Obligations on terms set forth in the Guaranty and Collateral Agreement. (e) Debt arising under Cash Management Agreements with any financial institution in which the Borrower or any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (i) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as maintains a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000deposit account.

Debt. ContractThe Parent and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Notes or permit other Indebtedness arising under the Loan Documents or any guaranty of its or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Parent, the Borrower and the Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to contractpay the deferred purchase price of Property or services, createfrom time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $25,000,000. (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (f) intercompany Debt between the Parent, incur, assume the Borrower and any Guarantor or suffer between Guarantors to exist any Debt, except for the extent permitted by Section 9.05(g); provided that (i) such Debt under this Agreement and is not held, assigned, transferred, negotiated or pledged to any Person other than the other Loan Documents; Parent, the Borrower or one of the Restricted Subsidiaries, (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted Debt owed by the Loan Documents; provided further that Parent, the principal amount of Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement and (iii) any such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately have any scheduled amortization prior to such extension[ ], refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result 2022. (g) endorsements of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services negotiable instruments for collection in the ordinary course of business; . (vh) other Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing not to third parties exceed $25,000,000 in an the aggregate outstanding principal amount not in excess of $10,000,000 at any one time outstanding. (i) unsecured Senior Notes of the Parent and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (viii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause the Borrower shall have complied with Section 8.01(r), (ii) above) in an aggregate outstanding amount not in excess at the time of $10,000,000; (viii) incurring such Senior Notes or Permitted Refinancing Debt (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates no Default has occurred and commodity prices is then continuing and (B) no Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (iii) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iv) such Senior Notes or Permitted Refinancing Debt, as applicable, do not have any scheduled principal amortization prior to the date which is one year after the Maturity Date, (v) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date which is one year after the Maturity Date, (vi) such Senior Notes or Permitted Refinancing Debt and any guarantees thereof are on terms, taken as a whole, at least as favorable to the Borrower and the Guarantors as market terms for issuers of similar size and credit quality given the then prevailing market conditions as determined by the Administrative Agent and (vii) such Senior Notes or Permitted Refinancing Debt do not have any mandatory prepayment or redemption provisions (other than Debt customary change of Foreign Subsidiariescontrol or asset sale tender offer provisions) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds would require a mandatory prepayment or similar obligations incurred redemption in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid priority to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000Indebtedness.

Debt. ContractThe Borrower will not, and will not permit any Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Notes or permit other Indebtedness arising under the Loan Documents or any guaranty of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except suretyship arrangement for (i) Debt the Notes or other Indebtedness arising under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof . (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iiib) Debt arising from Investments among of the Borrower and its Subsidiaries existing on the date hereof that is reflected on Schedule 9.02. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are permitted hereunder; not greater than ninety (iv90) days past the date of receipt of the invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Equipment and Fixture Financing Debt not to exceed $25,000,000 in the aggregate at any one time outstanding. (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in respect the ordinary course of customary overdraft protection business in connection with the operation of the Oil and netting services Gas Properties. (f) intercompany Debt between the Borrower and related liabilities arising from treasuryany Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, depository and cash management services assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided, further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) any Debt of the Borrower or any Subsidiary and guarantees thereof by any Credit Party or any other Subsidiary; provided that: (i) such Debt shall be unsecured, (ii) such Debt shall not provide for any amortization of principal or any scheduled or mandatory prepayments or Redemptions on any date prior to 180 days after the Maturity Date (other than customary high yield indenture provisions requiring offers to repurchase in connection with asset sales or any change of control, casualty or condemnation event prepayments or customary acceleration rights after an event of default), (iii) such Debt shall not contain a scheduled maturity date that is earlier than 180 days after the Maturity Date, (iv) such Debt (or the documents governing such Debt) shall (A) contain no financial covenant that is more restrictive or onerous with respect to the Credit Parties than the financial covenants herein, and (B) not contain covenants (other than financial covenants) and events of default that are, taken as a whole, more restrictive or onerous with respect on the Credit Parties than those contained in this Agreement are on the Credit Parties (as reasonably determined by the Borrower in good faith), (v) after giving effect to the incurrence of such Debt, the application of the proceeds thereof, and any automatic reduction of the Borrowing Base pursuant to Section 2.07(e) on account thereof, each on a pro forma basis: (A) the Borrower shall be in pro forma compliance with Section 9.01 as of the last day of the applicable period covered by the most recent certificate delivered pursuant to Section 8.01(c) (for purposes of Section 9.01, as if such Debt, and all other Debt consisting permitted pursuant to this Section 9.02(h) issued or incurred since the first day of Guarantee Obligations permitted by Section 5.02(c); such applicable period, had been issued or incurred on the first day of such applicable period) and (B) no Event of Default or Borrowing Base Deficiency shall exist, (vi) the Borrowing Base shall automatically be reduced on the date of the incurrence of such Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; accordance with Section 2.07(e) and (vii) the Net Proceeds of such Debt shall be used to prepay the Loans in accordance with and to the extent required by Section 3.04(c)(iii) and Section 3.04(c)(iv). (i) Taxes, assessments or other governmental charges which are not yet due or are being contested in good faith in accordance with Section 8.04(a). (j) Debt (other than Debt of Foreign Subsidiariesin connection with a loan or lending transaction) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into incurred in the ordinary course of business for drilling, completing, leasing and reworking oil, gas and CO2 ▇▇▇▇▇ or the treatment, distribution, transportation or sale of production therefrom; provided, however, such Debt shall not be deemed to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and refer to or include any long term debt. (Bk) Debt which represents an extension, refinancing, or renewal of any of the foregoing; provided that (i) the principal amount of such Debt is not increased (other than Debt of Foreign Subsidiaries) arising on by the costs, fees, and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred expenses and by accrued and unpaid interest paid in connection with any judgment such extension, refinancing or renewal), (ii) the interest rate of such Debt is not constituting an Event increased, (iii) any Liens securing such Debt are not extended to any additional property of Default; any Credit Party, (xiv) no Credit Party that is not originally obligated with respect to repayment of such Debt is required to become obligated with respect thereto, (v) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Debt so extended, refinanced or renewed, (vi) the terms of any such extension, refinancing, or renewal are not materially less favorable to the obligor thereunder, taken as a whole, than the original terms of such Debt and (vii) if the Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Indebtedness, then the terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (l) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring from the honoring by a bank or other securitization programsfinancial institution of a check, draft or other similar instrument drawn against insufficient funds in an aggregate principal amount for all such financings the ordinary course of business. (m) other Debt not to exceed €100,000,000 $20,000,000 in the aggregate at any one time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000outstanding.

Debt. ContractNeither the Borrower (nor following the Parent MLP IPO, the Parent MLP) nor any Restricted Subsidiary will incur, create, incur, assume or suffer to exist any Debt, except: (a) the Notes or permit other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents; (b) Debt of the Borrower and its Restricted Subsidiaries existing on the Closing Date that is reflected in the Financial Statements or on Schedule 9.02(b), and any refinancings, renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under Capital Leases (as required to be reported on the financial statements of the Borrower pursuant to GAAP) not to exceed $5,000,000; (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties; (f) intercompany Debt among the Borrower, the Parent MLP and any Restricted Subsidiary or between Restricted Subsidiaries to contractthe extent permitted by Section 9.05(h); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of the Guarantors, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guarantee Agreement; (g) endorsements of negotiable instruments for collection in the ordinary course of business; (h) purchase money Debt in respect of property acquired by the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Restricted Subsidiaries; provided that the aggregate principal or face amount of all Debt secured under this Section 9.02(h) shall not exceed $5,000,000 at any time; (i) Permitted Subordinate Debt; provided, that contemporaneously with any issuance or incurrence thereof (i) the Borrowing Base shall be automatically reduced pursuant to and in accordance with Section 2.08(f) and (ii) the Borrower shall make any mandatory prepayment required by Section 2.07(b)(iii), if applicable; (j) Permitted Senior Debt; provided, that immediately prior to the issuance or incurrence thereof the Mortgaged Properties shall have a PV9% of not less than the required Minimum Collateral Value; provided further, contemporaneously with any issuance or incurrence thereof (i) the Borrowing Base shall be automatically reduced pursuant to and in accordance with Section 2.08(f) and (ii) the Borrower shall make any mandatory prepayment required by Section 2.07(b)(iii), if applicable; (k) other Debt not to exceed $10,000,000 in the aggregate at any one time outstanding; and (l) the Preferred Stock. provided, however that notwithstanding the forgoing, no Designated Borrowing Base Entity that is not a Guarantor may incur, create, incur, assume or suffer to exist any Debt, except for (i) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiariesunder Sections 9.02(a), (c), (e) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (xg), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.

Debt. ContractThe Borrower will not permit any Subsidiary to incur, create, incurassume, assume guarantee or suffer in any other manner become liable with respect to exist or become responsible for the payment of any Debt other than: (a) unsecured Debt owing to the Borrower or any other Subsidiary; (b) guaranties of the Obligations and other Debt of the Borrower permitted by this Agreement; (c) Debt of Subsidiaries that are Guarantors in an unlimited amount, so long as, after giving effect to the incurrence of any such Debt, the Borrower is in compliance on a pro forma basis with the applicable financial covenant set forth in Section 9.01 as of the last day of the period of four consecutive fiscal quarters of the Borrower most recently ended for which financial statements have been delivered (or permit are required to be delivered) pursuant to Section 8.01; (d) Capital Lease Obligations and any purchase money Debt of its Subsidiaries the Borrower or any Subsidiary incurred to contractfinance the acquisition, createconstruction or improvement of fixed or capital assets; provided that, incur, assume with respect to such Capital Lease Obligations or suffer to exist any purchase money Debt, except for (i) the Debt secured thereby is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (ii) the Liens securing such Debt do not at any time encumber any property other than the property financed by such Debt and additions, accessions and improvements thereto and proceeds thereof and (iii) the Debt secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets plus brokerage, financing, acquisition and other similar fees, costs and expenses related thereto; (e) indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with any acquisition or disposition otherwise permitted hereunder; (f) to the extent constituting Debt, Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirement or by third parties in the ordinary course of business; (g) Debt of a Subsidiary which exists prior to the time of acquisition of such Subsidiary (including Debt existing at the time of the acquisition of the capital stock or assets of such Person or a merger with or consolidation with such Person by the Borrower or a Subsidiary) as long as such Debt was not created in anticipation thereof; (h) Debt incurred to finance insurance premiums in the ordinary course of business in an aggregate principal amount not to exceed $35,000,000 at any time outstanding; (i) Debt under owing to financial institutions arising from the honoring of a check, draft or other similar instrument inadvertently drawing against insufficient funds; (j) other Debt; provided, that, immediately after giving effect to the incurrence of any such Debt, the aggregate Debt incurred in reliance on this Agreement and the other Loan Documentsclause (j) does not exceed an amount equal to fifteen percent (15%) of Consolidated Net Tangible Assets; and (iik) Surviving Debt and any Debt extending the maturity ofextensions, refinancings, renewals or refunding replacements (or refinancingsuccessive extensions, refinancings, renewals or replacements), in whole or in part, any Surviving Debt; provided that of Debt otherwise permitted hereunder which, in the terms case of any such extendingextension, refunding refinancing, renewal or refinancing Debtreplacement, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by does not increase the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded refinanced, renewed or refinanced and the interest rate applicable to any such extendingreplaced, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt amounts incurred to pay the costs of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest ratessuch extension, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreementsrefinancing, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds renewal or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000replacement.

Debt. ContractThe Borrower will not, createand will not permit any Subsidiary to, incur, assume incur or suffer permit to exist any Debt, except: (a) Debt evidenced by the Notes, the Long-Term Credit Facility Notes, the Facility Letter of Credit Obligations or permit outstanding under the Term Loan Facility, the AIG Loan, the Bridge Loan and any Equity-Preferred Securities (to the extent the same constitutes Debt) not in default, as well as (i) existing Debt of Panhandle Eastern and/or any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (i) Debt under this Agreement and otherwise permitted in the other Loan Documents; definition of "Panhandle Eastern Acquisition," (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Panhandle Eastern Refinancing Debt, and (iii) any loans or advances of any agreement entered into and proceeds of any instrument issued in connection therewiththe AIG Loan, are otherwise permitted the Bridge Loan and/or the Additional Equity Offering by the Loan Documents; Borrower to Southern Union Panhandle for purposes of financing the Panhandle Eastern Acquisition, (iv) any loans or advances by the Borrower to Panhandle Eastern and/or any of the Borrower's other Subsidiaries permitted under Section 9.4(b) and (v) any working capital credit facility or facilities provided further that directly to Panhandle Eastern and/or any of Panhandle Eastern's Subsidiaries by any party other than the Borrower, so long as the principal amount of all such Surviving Debt shall not be increased above outstanding working capital facilities, together with the outstanding principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extendingworking capital loans or advances by the Borrower to Panhandle Eastern and/or any of Panhandle Eastern's Subsidiaries, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services $25,000,000 in the ordinary course of business; aggregate at any time; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vib) Debt of Foreign Subsidiaries owing any Subsidiary to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at the Borrower or any time outstanding; other Subsidiary; (viic) Debt (existing as of December 31, 2002 as reflected on financial statements delivered under Section 6.2(b) and refinancings thereof other than Debt that has been refinanced by the proceeds of Foreign SubsidiariesLoans or the proceeds of the Long-Term Credit Facility; (d) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into endorsements in the ordinary course of business of negotiable instruments in the course of collection; (e) Debt of the Borrower or any Subsidiary representing the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens permitted by the provisions of Section 9.2(d); provided, however, that at no time may the aggregate principal amount of such Debt outstanding exceed thirty percent (30%) of the Consolidated Net Worth of the Borrower and its Subsidiaries as of the applicable determination date; (f) Debt evidenced by Senior Notes; and (g) additional Debt of the Borrower and Structured Securities of the Borrower and the Southern Union Trusts provided that after giving effect to protect against fluctuations the issuance thereof, there shall exist no Default or Event of Default; and: (i) the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than (A) 0.65 to 1.00 at all times prior to the date the Exchange Company acquires all stock and other equity interests in interest ratesPanhandle Eastern in connection with the Panhandle Eastern Acquisition, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising 0.75 to 1.00 at all times on and after the Petition Date date the Exchange Company acquires all stock and other equity interests in Panhandle Eastern in connection with the Panhandle Eastern Acquisition, but before the consummation of either the Additional Equity Offering or the Trunkline LNG Holdings Sale, (C) 0.70 to 1.00 at all times on or after the consummation of either the Additional Equity Offering or the Trunkline LNG Holdings Sale, and (D) 0.65 to 1.00 at all times on and after the earlier to occur of (x) the consummation of both the Additional Equity Offering and the Trunkline LNG Holdings Sale or (y) December 31, 2003; (ii) the ratio of EBDIT for the four fiscal quarters most recently ended to pro forma Cash Interest Expense for the following four fiscal quarters shall be no less than 2.00 to 1.0 at all times; provided, however, that if the additional Debt for which the determinations required to be made by this subparagraph (g) will be used to finance in whole or in part the consideration to be paid by the Borrower for the acquisition of any entity otherwise permitted under the Cash Management Agreementsterms of this Agreement, provided the determination of EBDIT for purposes of this ratio shall include not only the EBDIT of the Borrower and its Subsidiaries for the four fiscal quarters most recently ended, but shall also include the EBDIT of such entity to be acquired for such four fiscal quarters most recently ended; and (iii) (A) such Debt and Structured Securities shall have a final maturity or mandatory redemption date, as the case may be, no earlier than the Maturity Date and shall mature or be subject to mandatory redemption or mandatory defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or "put" to the Borrower or any Southern Union Trust exercisable, or sinking fund or other similar mandatory principal payment provisions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such additional Debt shall have a final maturity date prior to the aggregate amount of Maturity Date, (y) such additional Debt under this clause (viii) shall not exceed One Hundred Million Dollars ($10,000,000 at any time outstanding; 100,000,000.00) in the aggregate plus Twenty Million Dollars (ix$20,000,000.00) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar of reimbursement obligations incurred in connection with any judgment not constituting an Event Non-Facility Letters of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing Credit issued by a Bank or Banks or by any other receivables factoring or other securitization programsfinancial institution; provided, in an however, that for purposes of determining the aggregate principal amount for all of such financings not to exceed €100,000,000 at any time outstanding (additional Debt for purposes of this clause subclause (xy), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates Debt of the Borrower under the Term Loan Facility shall not be included and paid such Debt under the Term Loan Facility shall be deemed to the Borrower or its Subsidiariesbe permitted Debt for purposes of this subclause (y), as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xiz) such additional Debt shall be borrowed from a Bank or Banks as a loan or loans arising independent of this Agreement, the Long-Term Credit Facility Agreement or the Term Loan Facility or shall be borrowed from a financial institution that is not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000a Bank under this Agreement, the Long-Term Credit Facility Agreement or the Term Loan Facility.

Debt. ContractThe Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Loans or permit other Indebtedness arising under the Loan Documents or any guaranty of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except suretyship arrangement for (i) Debt the Loans or other Indebtedness arising under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof . (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iiib) Debt arising from Investments among of the Borrower and its Restricted Subsidiaries that are permitted hereunder; (iv) existing on the Effective Date and set forth on Schedule 9.02 attached hereto and any Permitted Refinancing Debt in respect thereof. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of customary overdraft protection Property or services, from time to time incurred in the ordinary course of business which are not greater than one hundred twenty (120) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and netting services for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $100,000,000 in the aggregate at any one time outstanding. (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and related liabilities arising from treasuryGas Properties. (f) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, depository and cash management services assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Restricted Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated on terms reasonably acceptable to the Administrative Agent. (g) endorsements of negotiable instruments for collection in the ordinary course of business; . (vh) Permitted Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding incurred after the Effective Date, the principal amount of which does not exceed $1,000,000,000 in excess of $10,000,000 the aggregate at any one time outstandingoutstanding and any guarantees thereof; provided that (viii) the Borrower shall furnish notice to the Administrative Agent of such Permitted Debt (other than Debt contemporaneously with the incurrence of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause such Debt, (ii) above) in an aggregate outstanding amount not in excess at the time of $10,000,000; (viii) incurring such Permitted Debt (A) Debt (other than Debt no Default or Event of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates Default has occurred and commodity prices is then continuing and (B) no Default or Event of Default would result from the incurrence of such Permitted Debt after giving effect to the incurrence of such Permitted Debt (other than and any concurrent repayment of Debt with the proceeds of Foreign Subsidiariessuch incurrence), (iii) arising on the incurrence of such Permitted Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the total Revolving Credit Exposure exceeding the Borrowing Base after giving effect to any adjustment in the Borrowing Base pursuant to Section 2.07(e), (iv) such Permitted Debt does not have any scheduled amortization prior to the date which is one year after the Petition Date under Maturity Date, (v) such Permitted Debt does not have a scheduled maturity sooner than the Cash Management Agreementsdate which is one year after the Maturity Date, provided that and (vi) concurrently with the aggregate amount incurrence of such Permitted Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) except to the extent such Permitted Debt which may be deemed constitutes Permitted Refinancing Debt issued in exchange for or to exist Redeem or otherwise refinance outstanding Permitted Debt), the Borrowing Base is adjusted pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; Section 2.07(e). (xi) other Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 $75,000,000 in the aggregate at any one time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000outstanding.

Debt. ContractNeither the Borrower nor any of its Subsidiaries will incur, create, incur, assume or suffer to exist any Debt, except: (a) the Notes or permit other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness. (b) accounts payable and other accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (c) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (i) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debtextent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the terms Borrower or one of their Wholly-Owned Subsidiaries, and, provided further, that any such extending, refunding Debt owed by either the Borrower or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt a Guarantor shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect subordinated to the Loan Parties or Indebtedness on terms set forth in the Lender Parties than the terms Guaranty Agreement. (d) endorsements of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services negotiable instruments for collection in the ordinary course of business; . (ve) Debt consisting associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt Oil and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into Gas Properties in the ordinary course of business business. (f) Debt consisting of the Dominion Production Payment or any unsecured guarantee by the Borrower or any Guarantor in respect thereto. (g) Capital Leases not to protect against fluctuations exceed $25,000,000 in interest ratesthe aggregate at any one time. (h) Debt and any guarantees thereof subordinated in right of payment and liquidation to the Indebtedness and any guarantees thereof, foreign exchange rates provided that (i) (A) at the time such Debt is incurred, no Default has occurred and commodity prices is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (other than and any concurrent repayment of Debt with the proceeds of Foreign Subsidiariessuch incurrence), (ii) arising on and immediately after the Petition Date under incurrence of such Debt, the Cash Management Agreements, provided that Borrowing Base and/or the aggregate amount Conforming Borrowing Base shall be adjusted in accordance with Section 2.07(c)(iv) and/or Section 3.04(c)(iv) and the incurrence of such Debt (and any concurrent repayment of Debt under this clause with the proceeds of such incurrence) would not result in the total Revolving Credit Exposure exceeding such adjusted Borrowing Base, (viiiiii) shall such Debt does not exceed $10,000,000 at have any time outstanding; scheduled amortization prior to four years after the Maturity Date, (ixiv) such Debt does not mature sooner than four years after the Maturity Date, (v) such Debt and any guarantees thereof are on market terms for issuers of similar size and credit quality given the then prevailing market conditions and subordinated on terms set forth on Exhibit G, with such changes as to which the Administrative Agent and the Majority Lenders may be deemed agree and (vi) such Debt does not have any mandatory prepayment or redemption provisions which would require a mandatory prepayment or repurchase in priority to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; the Indebtedness. (xi) other Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 $40,000,000 in the aggregate at any one time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000outstanding.

Debt. ContractThe Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Notes or permit other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected on Schedule 9.02. (c) Debt under Capital Leases not to exceed $10,000,000 in the aggregate at any one time outstanding. (d) Debt associated with worker’s compensation claims, performance, bid, surety, or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (e) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(j); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Subsidiaries Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to contractthe Indebtedness on terms set forth in the Guaranty and Pledge Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) Debt in respect of unsecured notes; provided that, create, incur, assume or suffer to exist any Debt, except for (i) no Default, Event of Default or Borrowing Base Deficiency exists at the time of the incurrence of such Debt under or would result therefrom (including after giving effect to any automatic reduction in the Borrowing Base pursuant to Section 2.07(e)), (ii) such Debt does not require any scheduled amortization of principal or have a maturity date prior to 91 days after the Maturity Date, (iii) after giving effect to the incurrence of such Debt, the Borrower is in pro forma compliance with Section 9.01, (iv) the covenants and events of default contained in the documentation governing such Debt are not materially more onerous than the corresponding terms of this Agreement and the other Loan DocumentsDocuments (as determined in good faith by the Borrower), (v) the documents governing such Debt do not contain any mandatory prepayment or redemption provisions (other than customary change of control or asset sale tender offer provisions) which would require a mandatory prepayment or redemption of such Debt in priority to the Loans, and (vi) such Debt does not prohibit prior repayment of the Loans. (h) Debt which represents an extension, refinancing, or renewal of any of the Permitted Unsecured Notes; provided that, (i) such Debt satisfies the conditions set forth in Section 9.02(g) (other than clause (iii) thereof), (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall is not be increased above (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (g) (it being understood, for the avoidance of doubt, that any such increase in the principal amount thereof of such Debt shall be deemed to be incurred under the preceding clause (together with fees g) and expenses subject to Section 2.07(e) hereof), (iii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Permitted Unsecured Notes becoming due earlier than the date that is 91 days after the Maturity Date, and (iv) if the Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Indebtedness, then the terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (i) Debt owing to insurance providers and arising in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result financing of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services insurance premium payments in the ordinary course of business; . (vj) Debt consisting of Guarantee Obligations arising under Hedge Agreements permitted by under Section 5.02(c); 9.16. (vik) other Debt not to exceed $10,000,000 in the aggregate at any one time outstanding. (l) Debt that represents a renewal, refinancing or extension (but, except to the extent permitted herein, not increases in (except to cover premiums or penalties) of Foreign Subsidiaries owing to third parties any Debt described in an aggregate outstanding principal amount not in excess the foregoing clauses of $10,000,000 at any time outstanding; (vii) Debt this Section 9.02 (other than Debt of Foreign Subsidiariesclauses (a), (g) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (xh), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.

Debt. ContractThe Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Notes or permit other Indebtedness arising under the Loan Documents or any guaranty of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except suretyship arrangement for (i) Debt the Notes or other Indebtedness arising under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof . (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iiib) Debt arising from Investments among of the Borrower and its Restricted Subsidiaries existing on the date hereof that are permitted hereunder; is reflected in the Financial Statements. (ivc) Debt under Capital Leases not to exceed $5,000,000. (d) Debt associated with workers’ compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in respect connection with the operation of customary overdraft protection the Oil and netting services Gas Properties. (e) intercompany Debt between the Borrower and related liabilities arising from treasuryany Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, depository and cash management services assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Restricted Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business; . (vg) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate now or hereafter outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management AgreementsSenior Revolving Credit Agreement (and any guaranties thereof by the Guarantors), provided that (i) the aggregate principal amount of Debt under this clause (viii) the Senior Revolving Credit Agreement shall not exceed $10,000,000 at any time outstanding; 400,000,000, (ixii) no part of the Debt which may be deemed to exist pursuant for principal owing under the Senior Revolving Credit Agreement is subordinated in right of payment to any surety bondsother Debt for principal owing under the Senior Revolving Credit Agreement, appeal bonds (iii) such Debt is comprised of a single facility with no differentiation among lenders in the revolving character, pricing or similar obligations incurred in connection with any judgment not constituting an maturity thereof and (iv) after giving effect to the incurrence of such Debt, no Default or Event of Default; Default then exists under Section 9.01. (xh) other Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 $5,000,000 in the aggregate at any one time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000outstanding.

Debt. ContractThe Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (i) Debt the Notes or other Indebtedness arising under this Agreement the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents and the other Loan Documents; (ii) Surviving Debt and outstanding on the date hereof (provided that any Debt extending that is in excess of $1,000,000 individually or $5,000,000 in the maturity ofaggregate shall only be permitted under this clause (ii) to the extent such Debt is listed on Schedule 9.02(a)); (b) accounts payable and accrued expenses, liabilities or refunding other obligations to pay the deferred purchase price of Property or refinancingservices, from time to time incurred in whole the ordinary course of business which are not overdue for a period of more than ninety (90) days or which are being contested in partgood faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (c) Debt under Capital Leases and purchase money Debt in an aggregate amount not to exceed two percent (2%) of the then effective Borrowing Base (as measured at the time any such Debt is incurred); (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties; (e) intercompany Debt incurred by (a) a Loan Party owing to Holdings, the Borrower or any Surviving DebtSubsidiaries; provided that the terms of any such extending, refunding Debt owed by a Loan Party to a Subsidiary that is not a Guarantor shall (A) be evidenced by the Intercompany Note or refinancing Debt, and (B) otherwise be subject to subordination terms substantially identical to the subordination terms in the form of Intercompany Note set forth in Exhibit I or (b) any agreement entered into and of Restricted Subsidiary that is not a Guarantor owing to the Borrower or any instrument issued in connection therewith, are otherwise Subsidiary to the extent permitted by the Loan Documents; provided further that the principal amount Section 9.05; (f) endorsements of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services negotiable instruments for collection in the ordinary course of business; ; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vig) Debt of Foreign Subsidiaries the Borrower owing to third parties any Equity Interest holder of the Borrower that is a Permitted Holder (“Capital Debt”) that (a) is unsecured, (b) is fully subordinated in an aggregate outstanding right of payment and liquidation to the Indebtedness on written terms reasonably acceptable to the Administrative Agent, (c) has a scheduled maturity date that is no earlier than one year after the Maturity Date in effect at the time of such issuance, (d) does not provide for scheduled or mandatory prepayments, redemptions, repayments, or defeasance of principal amount for any consideration on any date prior to one year after the Maturity Date in effect at the time of such issuance, (e) does not provide for any payments of interest (other payments made with common Equity Interests of the Borrower and payments made in excess kind by adding to the principal thereof) on any date prior to one year after the Maturity Date in effect at the time of $10,000,000 such issuance, (f) does not (A) have any financial covenants or any other affirmative or negative covenants that are more restrictive than under this Agreement or (B) contain cross defaults to or for any other Debt, (g) does not have any restriction on the ability of the Borrower or any of its Restricted Subsidiaries to amend, modify or otherwise supplement this Agreement or the other Loan Documents, (h) does not have any restrictions on the ability of the Borrower or any of its Restricted Subsidiaries to guarantee the Indebtedness or pledge assets as collateral security for the Indebtedness, (i) is not guaranteed by any Restricted Subsidiary of the Borrower and (j) is not assignable or transferable to any Person who is not a Permitted Holder; (h) Guarantees of the Borrower and its Restricted Subsidiaries in respect of Debt of the Borrower or such Restricted Subsidiary otherwise permitted hereunder; provided that (i) if the Debt being guaranteed under this Section 9.02(h) is subordinated to the Indebtedness, such guarantee shall be subordinated to the guarantee of the Indebtedness under the Guaranty and Pledge Agreement on terms at least as favorable to the Lenders as those contained in the subordination of such Debt and (ii) no guarantee by any time outstanding; Restricted Subsidiary of any Permitted Notes or Second Lien Obligations shall be permitted unless such Restricted Subsidiary shall have also provided a guarantee of the Indebtedness pursuant to the Guaranty and Pledge Agreement; (viii) Debt (other than Debt for borrowed money) secured by Liens permitted under clauses (c) and (d) of Foreign Subsidiariesthe definition of Excepted Liens; (j) constituting purchase money debt Debt in respect of netting services, overdraft protections and Capitalized Lease obligations similar arrangements in each case in connection with deposit accounts; (not otherwise included in subclause k) any Permitted Notes or Second Lien Obligations issued or incurred by the Borrower or any Guarantor and any guarantees of such Debt by any Guarantor, provided that (i) at the time of incurring such Debt (A) no Default or Event of Default has occurred and is then continuing or would immediately result from the incurrence thereof (after giving any concurrent repayment of any other Debt with the proceeds of such Debt) or (B) if the proceeds of such Debt are being used to finance a Permitted Acquisition, no Payment or Bankruptcy Event of Default has occurred and is then continuing or would immediately result therefrom (after giving any concurrent repayment of Debt with the proceeds of such Debt), (ii) abovesuch Debt does not provide for any scheduled repayment (including amortization) or mandatory redemption prior to ninety-one days after the Maturity Date as in effect on the date of incurrence thereof (other than customary amortization of 1.0% per annum and customary offers to purchase upon a change of control, AHYDO payments, customary asset sale or casualty or condemnation events and customary acceleration rights after an aggregate outstanding amount event of default or terms not materially more restrictive on the Borrower and its Restricted Subsidiaries than the Existing Second Lien Facility), (iii) such Debt does not have a stated maturity date prior to ninety-one (91) days after the Maturity Date, (iv) if such Debt is in excess respect of $10,000,000; Second Lien Obligations, it shall at all times be subject to a Customary Intercreditor Agreement and (viiiv) the financial and negative covenants and events of default of such Debt are (A) taken as a whole, not materially less favorable to the Borrower and its Restricted Subsidiaries than such terms in this Agreement (provided that a certificate of an Responsible Officer of the Borrower delivered to the Administrative Agent at least three Business Days (or such shorter time as the Administrative Agent may agree) prior to the incurrence or issuance of such Debt, together with a reasonably detailed description of such terms of such Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement), (other than Debt B) are reasonably satisfactory to the Administrative Agent or (C) incorporated into this Agreement; (l) Second Lien Obligations existing or committed as of Foreign Subsidiaries) the Closing Date in respect of Hedge Agreements entered into the Existing Second Lien Facility, the Existing Notes and any Permitted Refinancing Debt in respect of the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates foregoing (and commodity prices and (Bany such Permitted Refinancing Debt) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings outstanding not to exceed €100,000,000 at $1,850,000,000 plus any time outstanding Permitted Refinancing Increase in respect of the foregoing Debt; provided that, in the case of any Second Lien Obligations (for purposes of this clause (xincluding any Permitted Refinancing Debt constituting Second Lien Obligations), the “principal amount” such Second Lien Obligations are at all times subject to a Customary Intercreditor Agreement; (m) (i) Permitted Refinancing Debt in respect of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower any Debt permitted under Sections 9.02(a)(ii), 9.02(c), 9.02(g) and paid 9.02(k) and (ii) any subsequent Permitted Refinancing Debt which relates to the Borrower or its SubsidiariesPermitted Refinancing Debt otherwise permitted by this subsection; provided that, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); for both clauses (i) and (xiii), any such Permitted Refinancing Debt in respect of Capital Debt, complies with the requirements of Section 9.02(g) or is on terms reasonably satisfactory to the Administrative Agent and (B) any such Permitted Refinancing Debt not otherwise permitted hereunder constituting Second Lien Obligations is subject to a Customary Intercreditor Agreement; and (n) other additional Debt and any Permitted Refinancing Debt in an aggregate outstanding respect thereof, provided that no additional Debt may be incurred under this Section 9.02(n) if, at the time of incurrence, the sum of (i) the principal amount of any Debt to be incurred plus (ii) the aggregate principal amount of Debt incurred pursuant to this Section 9.02(n) outstanding at the time of such new incurrence exceeds (after giving effect to the use of proceeds thereof) the greater of $5,000,00050,000,000 and seven percent (7.0%) of Consolidated Net Tangible Assets (measured, subject to Section 1.06, as of the last day of most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 8.01) plus any Permitted Refinancing Increase in respect of the foregoing Debt.

Debt. ContractThe Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Notes or permit other Indebtedness arising under the Loan Documents or any guaranty of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except suretyship arrangement for (i) Debt the Notes or other Indebtedness arising under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof . (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iiib) Debt arising from Investments among of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are permitted hereunder; not greater than sixty (iv60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $1,000,000. (e) Debt associated with bonds or surety obligations required by Governmental Requirements in respect connection with the operation of customary overdraft protection the Oil and netting services Gas Properties. (f) intercompany Debt between the Borrower and related liabilities arising from treasuryany Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, depository and cash management services assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business; . (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (viih) Debt (other than Debt of Foreign Subsidiariesi) constituting purchase money debt under the Senior Subordinated Convertible Note or the Restructured Subordinated Note and Capitalized Lease obligations (not otherwise included in subclause (ii) aboveunder the Second Lien Term Loan Agreement and any guarantees thereof, the principal amount of which Debt under clauses (i) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (Bii) Debt (other than Debt of Foreign Subsidiariesthis Section 9.02(h) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall does not exceed $10,000,000 at any time outstanding; 85,000,000 in the aggregate. (ixi) other Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 $1,000,000 in the aggregate at any one time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000outstanding.

Debt. ContractThe Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Notes or permit other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) purchase money Debt and Debt under Capital Leases not to exceed $20,000,000 in the aggregate. (d) Debt associated with workers’ compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (e) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (i) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debtextent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the terms Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such extending, refunding Debt owed by either the Borrower or refinancing Debt, and of any agreement entered into and of any instrument issued a Guarantor shall be subordinated to the Indebtedness on terms set forth in connection therewith, are otherwise the Guaranty Agreement. (f) Debt secured by Liens permitted by the Loan Documents; provided further that Section 9.03(d) and Section 9.03(e), the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt which does not exceed $10,000,000 in the then applicable market interest rate; aggregate at any one time. (iiig) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect endorsements of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services negotiable instruments for collection in the ordinary course of business; . (h) Debt under the Senior Notes and any guarantees thereof by the Guarantors, the principal amount of which does not exceed $250,000,000 in the aggregate. (i) Debt under the Senior Subordinated Notes and any guarantees thereof by the Guarantors, the principal amount of which does not exceed $275,000,000 in the aggregate. (j) Debt outstanding under one or more unsecured short term credit facilities the principal amount of which does not exceed $30,000,000 in the aggregate. (k) Debt under Permitted Additional Notes and any guarantees thereof by the Guarantors (including any Persons becoming Guarantors simultaneously with the incurrence of such Debt), provided that: (i) immediately before, and after giving effect to, the incurrence of any such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), no Default exists or would exist, (ii) the cash pay interest rate on such Permitted Additional Notes is reasonably satisfactory to the Administrative Agent, (iii) such Permitted Additional Notes do not have any scheduled amortization of principal prior to the Maturity Date, (iv) such Permitted Additional Notes have a stated maturity no earlier than five (5) years after the Maturity Date, (v) Debt consisting such Permitted Additional Notes do not have mandatory redemption events that are not Events of Guarantee Obligations permitted by Section 5.02(c); Default hereunder, (vi) Debt ), such Permitted Additional Notes do not prohibit prior repayment of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; Loans, and (vii) Debt (other than Debt at the time any such Permitted Additional Notes are issued or assumed, the Borrowing Base then in effect shall be automatically reduced by an amount equal to the product of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in 0.30 multiplied by the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate stated principal amount of Debt under this clause (viii) such Permitted Additional Notes, rounded to the nearest $1,000,000, and the Borrowing Base as so reduced shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed become the new Borrowing Base immediately upon the date of such issuance or assumption, effective and applicable to exist pursuant to any surety bondsthe Borrower, appeal bonds the Agents, each Issuing Bank and the Lenders on such date until the next redetermination or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for modification thereof hereunder. For purposes of this clause (xSection 9.02(k), the “stated principal amount” of a receivables factoring or other securitization program shall mean the stated face amount invested by investors that are not Affiliates of the Borrower and paid Permitted Additional Notes without giving effect to the Borrower or its Subsidiaries, as reduced by any original issue discount. (l) other Debt not to exceed $25,000,000 in the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000at any one time outstanding.

Debt. ContractThe Parent Guarantor will not, and will not permit any Credit Party to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Loans and any other Secured Obligations and any guaranty of or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for suretyship arrangement in respect thereof. (b) (i) Debt under this Agreement of the Parent Guarantor and the other Loan Documents; Credit Parties (including any outstanding commitments for such Debt) existing on the date hereof that is reflected in the Financial Statements, in the financial statements described in Section 7.04(b) or in Schedule 9.02 and (ii) Surviving Debt the Existing Senior Notes and any Permitted Refinancing Debt extending in respect thereof. (c) obligations to pay the maturity ofdeferred purchase price of Property or services (including the provision of services pursuant to drilling contracts), from time to time incurred in the ordinary course of business which are not greater than ninety (90) days delinquent or refunding which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt associated with bonds or refinancing, surety obligations (i) required in whole connection with self-insurance or the performance of contracts or (ii) required by Governmental Requirements in part, any Surviving Debtconnection with the operation of the Oil and Gas Properties. (e) intercompany Debt between Credit Parties to the extent permitted by Section 9.05(g); provided that the terms of such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than a Credit Party, and, provided further, that any such extending, refunding Debt for borrowed money owed by either the Borrower or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt a Guarantor shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect subordinated to the Loan Parties or Secured Obligations on terms set forth in the Lender Parties than Guaranty and Collateral Agreement. (f) endorsements of negotiable instruments for collection in the terms ordinary course of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced business and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (ivexcept in the case of daylight overdrafts) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services drawn against insufficient funds in the ordinary course of business; , in each case, so long as such Debt is extinguished within 5 Business Days of the incurrence thereof. (g) Permitted Additional Senior Notes issued by the Parent Guarantor, the Borrower or any Guarantor and any guarantees of such Debt by the Parent Guarantor, the Borrower or any other Guarantor, provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt upon giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) other than any Existing Senior Notes, such Debt does not have any scheduled amortization prior to ninety-one days after the Maturity Date, (iii) other than any Existing Senior Notes, such Debt does not mature sooner than one year after the Maturity Date, (iv) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies, (v) Debt consisting of Guarantee Obligations permitted if the Facility is subject to a Borrowing Base, the Borrowing Base is reduced pursuant to Section 2.07(e) and prepayment is made to the extent required by Section 5.02(c); 3.04(c)(iii) and (vi) at the time such Permitted Additional Senior Notes are incurred, the Fixed Charge Coverage Ratio (as defined in the Fifth Supplemental Indenture dated December 27, 2017, among the Parent Guarantor, the guarantors party thereto and the Bank of New York Mellon Trust Company, N.A., as Trustee) for the Parent Guarantor’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Permitted Additional Senior Notes are incurred would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the Permitted Additional Senior Notes had been incurred at the beginning of such four-quarter period; and any Permitted Refinancing Debt in respect thereof. (h) Debt secured by Liens permitted under Section 9.03(d), subject to pro forma compliance with Section 9.01. (i) Debt in the form of guaranties by the Parent Guarantor, the Borrower or any Guarantor of Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) other Credit Parties permitted under this Section 9.02 and (B) other Subsidiaries to the extent an Investment would be permitted under Section 9.05(g)(iii). (j) Debt owed to insurance companies for premiums on policies required by Section 8.06. (k) other than Debt not to exceed, at the time of Foreign Subsidiariesincurrence thereof, the greater of $500,000,000 and 4.0% of the Parent Guarantor’s consolidated total assets. (l) in respect of Hedge Debt arising under Treasury Management Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and business. (Bm) Permitted Acquired Debt. (n) Debt secured by Liens permitted under Section 9.03 (other than Section 9.03(d)). (o) Debt incurred by the Parent Guarantor or any of the other Credit Parties arising from agreements providing for indemnification, adjustment of purchase price or similar obligations in connection with permitted dispositions of any business, assets or Subsidiary of the Parent Guarantor or any of the other Credit Parties. (p) Debt of any Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management AgreementsSubsidiary, provided that the aggregate principal amount of all Debt permitted under this clause shall not exceed, at the time of incurrence thereof, $25,000,000. (q) Permitted Refinancing Debt with respect to Debt permitted under Section 9.02(b)(i), Debt permitted under Section 9.02(n) and Debt permitted under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (xq), the “principal amount” and any guaranty obligations in respect of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates any of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000foregoing.

Debt. ContractThe Borrower will not, createand will not permit any of the Guarantors to, incur, assume or suffer to exist any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except the following: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents; (ib) Debt under this Agreement Capital Leases and Debt incurred to finance the acquisition, construction or improvement of any fixed or capital assets other Loan Documentsthan Properties described in clauses (a) — (e) of the definition of “Oil and Gas Properties” (whether or not constituting purchase money Debt); (ii) Surviving Debt and any Debt extending the maturity ofprovided, or refunding or refinancinghowever, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal aggregate amount of all such Surviving Debt at any one time outstanding shall not be increased above the principal amount thereof exceed $2,500,000; (together c) Debt associated with fees and expenses bonds or surety obligations required by Governmental Requirements in connection with such extension, refunding or refinancingthe operation of the Oil and Gas Properties; (d) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result endorsements of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services negotiable instruments for collection in the ordinary course of business; ; (ve) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); now or hereafter outstanding under the Senior Revolving Credit Agreement, provided that (vii) Debt of Foreign Subsidiaries owing to third parties in an the aggregate outstanding principal amount of such Debt shall not exceed the applicable amount set forth in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt the Intercreditor Agreement, and Capitalized Lease obligations (not otherwise included in subclause (ii) abovesuch Debt is comprised of a single facility with no differentiation among lenders in the revolving character, pricing or maturity thereof; (f) intercompany Debt between the Borrower and a Subsidiary that is a Guarantor or between Subsidiaries that are Guarantors; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in an aggregate outstanding amount not in excess of $10,000,000; the Guarantee and Collateral Agreement; (viii) (Ag) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into workers’ compensation claims, self-insurance obligations, bankers’ acceptance and performance and surety bonds provided by the Borrower or any Guarantor in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and business; (Bh) Debt consisting of obligations to pay insurance premiums; (other than i) Debt consisting of Foreign Subsidiaries) arising on and after reimbursement obligations of the Petition Date under Credit Parties in respect of the Cash Management Agreements, BNP Paribas Letter of Credit; provided that (i) the aggregate amount of Debt under this clause (viii) thereof shall not exceed $10,000,000 at any time outstanding; 7,000,000, and (ixii) such BNP Paribas Letter of Credit shall have been cancelled or otherwise terminated on or prior to January 8, 2010; (j) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Defaultunder the Acquisition Escrow Notes; and (xk) other Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 $2,500,000 in the aggregate at any one time outstanding (outstanding. For the avoidance of doubt, when calculating the amount of Debt for purposes of this determining compliance with clause (x)b) or (k) above, the “principal amount” such calculation shall not include any guarantee by a Credit Party in respect of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by Debt already included in such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000calculation.

Debt. ContractIt will not, and will not permit any of its Subsidiaries to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Notes or permit other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Parent and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements, and any Permitted Refinancing Debt in respect thereof. (c) accounts payable and accrued expenses, liabilities or other obligations to contractpay the deferred purchase price of Property or services, create, incur, assume from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or suffer to exist any Debt, except delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (id) Debt under this Agreement Capital Leases not to exceed $2,000,000. (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the other Loan Documents; (ii) Surviving Debt Parent and any Debt extending Guarantor or between Guarantors to the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debtextent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the terms Parent or one of the Guarantors; and, provided further, that any such extending, refunding Debt owed by either the Borrower or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt a Guarantor shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect subordinated to the Loan Parties or Indebtedness on terms set forth in the Lender Parties than the terms Guaranty Agreement. (g) endorsements of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services negotiable instruments for collection in the ordinary course of business; . (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (viih) Debt (other than Debt i) under the Senior Notes and any guarantees thereof, the principal amount of Foreign Subsidiaries) constituting purchase money debt which does not exceed $150,000,000 in the aggregate and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess Debt which constitutes Permitted Refinancing Debt of $10,000,000; the Senior Notes and any guarantees thereof. (viii) (Ai) Debt incurred to finance premiums for insurance policies required under Section 7.12. (j) other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 $5,000,000 in the aggregate at any one time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000outstanding.

Debt. ContractThe Borrower will not, createand will not permit any Restricted Subsidiary to, incur, assume or suffer to exist any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (icollectively, the “Permitted Debt”): (a) the Obligations, including, without limitation, any Incremental Loans; (b) Debt under this Agreement of the Borrower and its Subsidiaries existing on the other Loan Documents; Effective Date that is, in the case of Debt incurred prior to the date of the Financial Statements, reflected in the Financial Statements and, in any event, is described on Schedule 9.02 (iias in effect on the Effective Date) Surviving Debt and any Debt extending the maturity ofrefinancings, refundings, renewals or refunding or refinancing, in whole or in part, any Surviving Debtextensions thereof; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall is not be increased above at the principal time of such refinancing, refunding, renewal or extension except by an amount thereof (together with equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extension, refunding or refinancing) outstanding immediately prior refinancing and by an amount equal to such extension, refunding or refinancing, any existing commitments unutilized thereunder and the direct and or any contingent obligors therefor shall obligor with respect thereto is not be changed, as a result of or in connection with such refinancing, refunding, renewal or extension, refunding or refinancing; and provided further provided, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extendingrefinancing, refunding refunding, renewing or refinancing extending Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties Borrower, the Restricted Subsidiaries or the Lender Parties Lenders than the terms of any agreement or instrument governing the Surviving Debt being refinanced, refunded, renewed or extended; (c) accounts payable and accrued expenses, refunded liabilities or refinanced and other obligations to pay the interest rate applicable deferred purchase price of Property or services, from time to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services time incurred in the ordinary course of business; ; (vd) Debt consisting under Capital Leases and Debt to finance the acquisition, construction or improvement of Guarantee Obligations any fixed or capital assets; provided that (i) such Debt is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Debt permitted by this Section 5.02(c); 9.02(d) shall not exceed the amount outstanding as of October 15, 2015; (vie) Debt associated with worker’s compensation claims, or in respect of Foreign Subsidiaries owing to self-insurance obligations or bid, plugging and abandonment, appeal, reimbursement, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in an aggregate outstanding principal amount not in excess connection with the operation of $10,000,000 at the Oil and Gas Properties of the Borrower or any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into Restricted Subsidiary in the ordinary course of business business; (f) unsecured intercompany Debt between or among Loan Parties so long as such Debt is expressly subordinated in all respects to protect against fluctuations the Loans and other Obligations on terms set forth in interest ratesthe Guaranty; provided, foreign exchange rates and commodity prices that (i) any subsequent issuance or other disposition of Equity Interests that results in any such Debt being held by a Person other than a Loan Party and (Bii) any sale or other disposition of any such Debt to a Person that is not a Loan Party, will be deemed, in each case, to constitute an incurrence of such Debt by such Loan Party, that was not permitted by this Section 9.02(f); (g) endorsements of negotiable instruments for collection in the ordinary course of business; (h) Debt (other than Debt outstanding arising under take-or-pay agreements or gas balancing agreements in effect as of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management AgreementsOctober 15, provided that 2015 which do not give rise to liability in the aggregate amount on a consolidated basis for the Borrower in excess of Debt under this clause (viii) shall not exceed $10,000,000 2,000,000 at any one time outstanding; ; (ixi) Debt which may be deemed [Reserved]; (j) any obligation arising from agreements entered into prior to exist pursuant to any surety bondsOctober 15, appeal bonds 2015 or similar obligations incurred thereafter in connection with the Permitted Asset Sales by the Borrower or any judgment Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn outs, or similar obligations, in each case, incurred or assumed in connection with the disposition or acquisition of any business, assets or Equity Interest of a Restricted Subsidiary in a transaction permitted under this Agreement; provided that such obligation is not constituting an Event reflected as a liability on the face of Default; the balance sheet of the Borrower or any Restricted Subsidiary; (xk) [reserved]; (l) unsecured guarantees by the Borrower or any Restricted Subsidiary of Debt of Alpha Hunter Drilling, LLC not exceeding the principal amount outstanding as of October 15, 2015 plus accrued and capitalized interest, fees and expenses thereon which Debt shall be on terms and conditions reasonably satisfactory to the Majority Lenders and have terms and conditions no more restrictive than the terms and conditions set forth in this Agreement; (m) Debt evidenced by Senior Notes (including unsecured guarantees in respect thereof) outstanding on the Effective Date; (n) guarantees by the Borrower and the Restricted Subsidiaries in respect of Foreign Subsidiaries arising under any European Receivables Financing Debt permitted to be incurred pursuant to this Section 9.02; provided, that if the Debt being guaranteed is subordinate or any other receivables factoring pari passu with the Loans, then the guarantee must be subordinated or other securitization programspari passu, as applicable, to the same extent as the Debt guaranteed; (o) the Second Lien Term Loans (including guarantees in respect thereof) in an aggregate principal amount for all such financings not to exceed €100,000,000 $350,000,000 at any time outstanding and all Permitted Refinancing Debt; (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates p) Debt in respect of the Borrower and paid Letters of Credit, including any letters of credit issued to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by replace such investors from the payment Letters of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder Credit in an aggregate face amount not to exceed the amount outstanding principal amount on the Amendment Effective Date; and (q) Debt consisting of $5,000,000the financing of insurance premiums in the ordinary course of business, which such arrangements were in place as of October 15, 2015.

Debt. ContractThe Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Indebtedness arising under the Loan Documents or permit any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and the Restricted Subsidiaries existing on the date hereof that is reflected in the Pro Forma Financial Statements or on Schedule 9.02 and any refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than 90 days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases or Purchase Money Debt not to exceed $15,000,000 in the aggregate at any time outstanding. (e) Debt associated with worker’s compensation claims, performance, bid, appeal, surety or similar bonds or surety obligations required by Law or third parties in connection with the operation of Oil and Gas Properties and otherwise in the ordinary course of business. (f) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries except pursuant to contractthe Loan Documents, createand, incurprovided further, assume that any such Debt owed by either the Borrower or suffer a Guarantor shall be subordinated to exist the Indebtedness on terms set forth in the Guaranty Agreement. (g) Debt resulting from the endorsement of negotiable instruments in the ordinary course of business or arising from the honoring of a check, draft or similar instrument presented by the Borrower or any DebtRestricted Subsidiary in the ordinary course of business against insufficient funds. (h) Debt in respect of unsecured notes, except for provided that (i) at the time of incurring such Debt under (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization of principal or a maturity date prior to 120 days after the Maturity Date, (iii) such Debt does not contain mandatory redemption events that require the redemption of such Debt prior to 120 days after the Maturity Date, (iv) such Debt does not prohibit prior repayment of Loans, (v) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents; , and (iivi) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, Debt are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral arm’s-length negotiations. (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (viii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiariesfor borrowed money) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds from judgments or similar obligations incurred orders in connection with any judgment circumstances not constituting an Event of Default; . (xj) Debt of Foreign Subsidiaries arising under any European Receivables Financing Person at the time such Person becomes a Restricted Subsidiary of the Borrower or any other receivables factoring Restricted Subsidiary, or other securitization programsis merged or consolidated with or into the Borrower or any Restricted Subsidiary, in an aggregate a transaction permitted by this Agreement, and extensions, renewals, refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), provided that (i) such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of such event, (ii) neither the Borrower nor any of the Restricted Subsidiaries shall be liable for all such financings Debt, (iii) the Borrower is in Pro Forma Compliance with the covenants contained in Section 9.01, (iv) the principal amount of such Debt that is secured does not exceed $25,000,000 in the aggregate at any time outstanding, and (v) any such Debt that is unsecured has a maturity date not sooner than 120 days after the Maturity Date. (k) Debt secured by Liens on Property other than Oil and Gas Properties not to exceed €100,000,000 $10,000,000 in the aggregate at any time outstanding outstanding. (for purposes l) Debt incurred by the entering into of this clause (x)any guarantee of, the “principal amount” of a receivables factoring or into another contingent obligation with respect to, other Debt or other securitization program shall mean liability of any other Person (other than another Loan Party) to the amount invested by investors that are not Affiliates extent such Debt is permitted under Section 9.05. (m) Debt which represents an extension, refinancing, or renewal of any of the Borrower and paid to Senior Notes; provided that, (i) the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal, (ii) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Debt so extended, refinanced or renewed and such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes becoming due earlier than the date that is 120 days after the Maturity Date, and (iii) if the Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Indebtedness, then the terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (n) other unsecured Debt incurred after the date of this Agreement not to exceed $5,000,00030,000,000 in the aggregate at any time outstanding. (o) unsecured Debt owing by the Borrower to the Existing Borrower which shall not exceed $50,000,000 outstanding at any time; provided that (i) any such Debt shall be on terms and conditions customary for subordinated unsecured intercompany debt and (ii) concurrently with the incurrence of any such Debt, the Existing Borrower shall have executed and delivered to the Administrative Agent a debt subordination agreement subordinating repayment of such Debt to the Indebtedness, in form and substance satisfactory to the Administrative Agent.

Debt. Contract, create, incur, assume or suffer to exist any Debt, or permit Neither the Borrower nor any of its Subsidiaries to contract, create, incur, assume shall incur or suffer to exist maintain any Debt, except for other than: (a) the Obligations; (b) Debt described on Schedule 6.9; (c) Capital Leases of Equipment and purchase money secured Debt incurred to purchase Equipment provided that (i) Debt under this Agreement Liens securing the same attach only to the Equipment acquired by the incurrence of such Debt, and the other Loan Documents; (ii) Surviving the aggregate amount of such Debt (including Capital Leases) outstanding does not exceed $500,000 at any time; (d) the Borrower’s reimbursement obligations and any Subsidiary’s guaranty obligations owed to VPVP arising as a result of payments made by VPVP to the Lender under the VPVP Guaranty so long as the same are fully subordinated to the Obligations as set forth in the Subordination Agreement; (e) Debt extending incurred in connection with the maturity ofrefinancing of the Mortgage on the Scotts Valley Real Estate, provided that such Debt meets the conditions set forth in Section 12.19; and (f) Debt evidencing a refunding, renewal or refunding or refinancing, in whole or in part, any Surviving Debtextension of the Debt described on Schedule 6.9; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above (i) the principal amount thereof is not increased, (together with fees and expenses ii) the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in connection with addition to those assets, if any, securing the Debt to be refunded, renewed or extended, (iii) no Person that is not an obligor or guarantor of such extension, refunding Debt as of the Closing Date shall become an obligor or refinancing) outstanding immediately prior to such extension, refunding or refinancingguarantor thereof, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if anyiv) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement such refunding, renewal or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that extension are not Affiliates of the Borrower and paid materially less favorable to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from Lender than the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000original Debt.

Debt. Contract, Permit any of its Subsidiaries (other than Broker-Dealer Subsidiaries) to create, incur, assume or suffer to exist exist, any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (ia) Debt under this the Syndicated Credit Agreement (or related documents) and the other Loan Documents; ; (iib) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving such Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such any Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancingrefinancing plus accrued interest thereon and reasonable expenses and fees incurred in connection therewith, and the no Credit Party or Subsidiary of a Credit Party shall be added as an additional direct and or contingent obligors therefor shall not be changedobligor with respect thereto, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Credit Parties or the Lender Parties than the terms of any agreement or instrument governing the any Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; ; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (ivc) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into designed to hedge against fluctuations in interest rates and exchange rates incurred in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and consistent with prudent business practice; (Bd) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed owed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment a wholly owned Subsidiary of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.Borrower;

Debt. ContractThe Borrowers will not, and will not permit any Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Loans, any Notes or permit other Indebtedness arising under the Loan Documents or any guaranty of its or suretyship arrangement for the Loans, any Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrowers and their Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the due date or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt (including guarantees) under Capital Leases and purchase money obligations not to exceed $2,500,000 in the aggregate. (e) Debt (including guarantees) associated with bonds or surety obligations required by Governmental Requirements or any other Person in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Borrowers, between either of the Borrowers and any Subsidiary or between Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (i) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debtextent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than either of the Borrowers or one of their Wholly-Owned Subsidiaries or the Administrative Agent on behalf of the "Lenders" and "Swap Counterparties" (as such terms of are defined in the Intercreditor Agreement), and, provided further, that any such extending, refunding Debt owed by either a Borrower or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt a Guarantor shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect subordinated to the Loan Parties Indebtedness on terms set forth in the Security Agreement or the Lender Parties than the terms Intercreditor Agreement. (g) endorsements of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services negotiable instruments for collection in the ordinary course of business; . (vh) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount under the Senior Credit Agreement that does not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into exceed in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that aggregate $100,000,000 minus the aggregate amount of the net proceeds received from any sale of assets that is applied as described in Section 9.12(d) to repay or retire term loan debt under the Senior Credit Agreement or permanently reduce the revolving commitments thereunder and (ii) Debt under this clause (viii) shall the Third Lien Term Loan Agreement and any guarantees thereof, the principal amount of which Debt does not exceed $10,000,000 at any time outstanding; 75,000,000 in the aggregate. (ixi) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event Swap Agreements and permitted in accordance with Section 9.18. (j) reimbursement obligations under (i) letters of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time credit outstanding (for purposes on the date of this clause Agreement and (x), the “principal amount” ii) other letters of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by credit provided the aggregate amounts received by undrawn face amount of such investors from the payment other letters of receivables and applied to reduce such invested amounts); and credit does not exceed $20,000,000. (xik) guarantees of Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000under Section 9.02.

Debt. ContractThe Borrower will not, and will not permit any Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Obligations. (b) accounts payable and accrued expenses, liabilities or permit other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (c) Debt under Capital Leases not to exceed $2,000,000. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (e) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Subsidiaries Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to contract, create, incur, assume or suffer the Obligations on terms satisfactory to exist any the Administrative Agent. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) other Debt, except for including purchase-money obligations, not to exceed $2,000,000 in the aggregate at any one time outstanding. (h) Debt arising under Swap Agreements permitted under Section 9.18 hereof. (i) Debt so long there exists no Default before and after giving effect to any such incurrence, Senior Notes so long as in each case, (i) the maturity date of such Senior Notes is not less than one year after the Maturity Date, (ii) the indentures or other agreements under which any Senior Notes are issued and all other instruments, agreements and other documents evidencing or governing such Senior Notes or providing for any guarantee or other right in respect thereof have terms that are not more restrictive on the Parent, the Borrower or any of the Subsidiaries than the terms of this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) the Senior Notes are unsecured. (j) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall First Lien Credit Agreement which may not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred 1,500,000,000 in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.

Debt. ContractThe Borrower will not, and will not permit any of its Subsidiaries to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Notes or permit other Indebtedness arising under the Loan Documents or any guaranty of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except suretyship arrangement for (i) Debt the Notes or other Indebtedness arising under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof . (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iiib) Debt arising from Investments among of the Borrower and its Subsidiaries existing on the date hereof that are permitted hereunder; (iv) is reflected in the Financial Statements, and any Permitted Refinancing Debt in respect thereof. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of customary overdraft protection Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date such payment is due or which are being contested in good faith by appropriate action and netting services for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $500,000. (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and related liabilities arising from treasury, depository and cash management services Gas Properties. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) intercompany Debt between the Borrower and a Subsidiary that is a Guarantor or between Subsidiaries that are Guarantors; (v) provided that such Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing is not held, assigned, transferred, negotiated or pledged to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (Person other than the Borrower, and, provided further, that any such Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into owed by the Borrower or a Subsidiary shall be subordinated to the Indebtedness on terms set forth in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and Guaranty Agreement. (Bh) other Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 $1,000,000 in the aggregate at any one time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000outstanding.

Debt. ContractNeither the Borrower nor any of its Subsidiaries will incur, create, incur, assume or suffer to exist any Debt, except: (a) the Notes or permit other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) accounts payable and other accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (c) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (i) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debtextent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the terms Borrower or one of their Wholly-Owned Subsidiaries, and, provided further, that any such extending, refunding Debt owed by either the Borrower or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt a Guarantor shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect subordinated to the Loan Parties or Indebtedness on terms set forth in the Lender Parties than the terms Guaranty Agreement. (d) endorsements of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services negotiable instruments for collection in the ordinary course of business. (e) Debt and any guarantees thereof subordinated in right of payment and liquidation to the Indebtedness and any guarantees thereof, provided that (i) (A) at the time such Debt is incurred, no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the total Revolving Credit Exposure exceeding the Borrowing Base as adjusted pursuant to Section 9.02(e)(vii), (iii) such Debt does not have any scheduled amortization prior to four years after the Maturity Date, (iv) such Debt does not mature sooner than four years after the Maturity Date; (v) such Debt consisting of Guarantee Obligations permitted by Section 5.02(c); and any guarantees thereof are subordinated on terms satisfactory to the Administrative Agent and the Majority Lenders, (vi) such Debt of Foreign Subsidiaries owing does not have any mandatory prepayment or redemption provisions which would require a mandatory prepayment or repurchase in priority to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; the Indebtedness and (vii) prior to the incurrence of such Debt, the Majority Lenders shall have the right to adjust the amount of the Borrowing Base to reflect the incurrence of such Debt utilizing the most recently delivered Reserve Reports, and in no event shall the Borrower incur such Debt until the Borrowing Base has been so adjusted or the Borrower has received a written notice from the Administrative Agent notifying the Borrower that the Majority Lenders have elected not to adjust the Borrowing Base. (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (Af) Debt (other than incurred by the Borrower pursuant to the Second Lien Bridge Loan Agreement and/or the Permitted Refinancing Debt of Foreign Subsidiaries) in respect thereof and any guarantees thereof by any of Hedge Agreements entered into in the ordinary course Guarantors; provided that, without the prior written consent of business to protect against fluctuations in interest ratesall of the Lenders, foreign exchange rates and commodity prices and (Bi) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate principal amount of such Debt under this clause (viii) shall not exceed $10,000,000 250,000,000, (ii) the maturity date of any Permitted Refinancing Debt shall be at any time outstanding; least five (ix5) years from the Effective Date, (iii) such Debt which may and the holders thereof shall at all times be deemed subject to exist pursuant to any surety bondsthe Intercreditor Agreement, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; and (xiv) such Debt of Foreign Subsidiaries arising under any European Receivables Financing or any has no amortization. (g) other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings Debt not to exceed €100,000,000 (i) $10,000,000 in the aggregate at any one time outstanding so long as the Second Lien Bridge Loan is outstanding or (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by ii) $20,000,000 in the aggregate amounts received by such investors from at any one time outstanding after the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder Second Lien Bridge Loan is repaid in an aggregate outstanding principal amount of $5,000,000full.

Debt. ContractThe Parent will not, and will not permit any Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Loans or permit other Indebtedness arising under the Loan Documents or any guaranty of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (ib) Debt under this Agreement of the Parent and the other Loan Documents; (ii) Surviving Debt Subsidiaries existing on the date hereof that is reflected in Schedule 9.02, and any Debt extending refinancings, refundings, renewals or extensions thereof (without increasing, or shortening the maturity of, the principal amount thereof). (c) Debt under Capital Leases not to exceed $5,000,000. (d) Debt associated with bonds or refunding surety obligations required by Governmental Requirements in connection with the operation of its Oil and Gas Properties. (e) intercompany Debt (i) between Credit Parties, (ii) between Unrestricted Subsidiaries, (iii) owed by Credit Parties to Unrestricted Subsidiaries or refinancing, in whole or in part, any Surviving Debt(iv) owed by Unrestricted Subsidiaries to Credit Parties to the extent permitted by Section 9.05(g)(ii); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the terms Parent or one of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancingits Wholly-Owned Subsidiaries; and provided further further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect Debt owed by a Credit Party shall be subordinated to the Loan Parties or Indebtedness on terms satisfactory to the Lender Parties than the terms Administrative Agent. (f) endorsements of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services negotiable instruments for collection in the ordinary course of business. (g) Senior Debt incurred by the Parent or any other Credit Party, and any guarantees thereof, the principal amount of which does not exceed $600,000,000 in the aggregate at any one time outstanding; provided that: (i) the Borrower shall have complied with Section 8.01(s); (ii) both before and immediately after giving effect to the incurrence of any such Senior Debt, no Default, Event of Default or Borrowing Base Deficiency exists or would exist (after giving effect to any concurrent repayment of Debt with the proceeds of such incurrence, if any); (iii) the Parent is in Pro Forma Compliance after giving effect to the incurrence of any such Debt and the transactions contemplated thereby (and the Parent shall deliver to the Administrative Agent on the date of incurrence thereof a certificate of a Financial Officer setting forth reasonably detailed calculations demonstrating Pro Forma Compliance); (iv) such Senior Debt does not have any scheduled principal amortization prior to the date which is one hundred eighty days after the Maturity Date (as in effect on the date of the incurrence of such Senior Debt); (v) such Senior Debt consisting does not mature sooner than the date which is one hundred eighty days after the Maturity Date (as in effect on the date of Guarantee Obligations permitted by Section 5.02(cthe incurrence of such Senior Debt); (vi) no Subsidiary is required to guarantee such Senior Debt of Foreign Subsidiaries owing unless such Subsidiary has guaranteed the Indebtedness pursuant to third parties the Guaranty Agreement (by supplement, joinder or otherwise) and/or one or more other guaranty agreements on terms satisfactory in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstandingform and substance to the Administrative Agent; (vii) if such Senior Debt (other than is senior subordinated Debt, such Senior Debt is expressly subordinate to the payment in full of Foreign Subsidiaries) constituting purchase money debt all of the Indebtedness on terms and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000conditions reasonably satisfactory to the Administrative Agent; (viii) such Senior Debt and any guarantees thereof are on terms, taken as a whole, no more restrictive on the Parent or any other Credit Party than the terms and conditions of this Agreement, taken as a whole, as reasonably determined by the Board of Directors of the Parent acting in good faith; and (Aix) such Senior Debt does not have any mandatory prepayment or mandatory redemption provisions (other than Debt customary change of Foreign Subsidiariescontrol or asset sale tender offer provisions) that would require a mandatory prepayment or redemption in respect of Hedge Agreements entered into in priority to the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and Indebtedness. (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (xh) Debt of Foreign Subsidiaries arising any Credit Party under any European Receivables Financing a Colombian Peso denominated unsecured credit facility with a commercial bank or any other receivables factoring or other securitization programs, a syndicate of commercial banks in an aggregate principal amount for all such financings not to exceed €100,000,000 at the US Dollar equivalent of $30,000,000 (determined as of the closing date of such Colombian Peso denominated unsecured credit facility based on a prevailing exchange rate selected by the Administrative Agent in its reasonable discretion); provided that: (i) such Debt is unsecured; (ii) such Debt does not have any time outstanding (for purposes of this clause (x), restriction on the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates ability of the Borrower and paid or any Credit Party to amend, supplement or modify this Agreement or the other Loan Documents, (iii) such Debt does not have any restrictions on the ability of the Borrower or its Subsidiariesany other Credit Party to guarantee the Indebtedness or pledge assets as collateral security for the Indebtedness, and (iv) the credit agreement governing such Debt is, taken as a whole, no more restrictive on the Parent and the Subsidiaries than the terms and conditions of this Agreement, taken as a whole, as reduced reasonably determined by the aggregate amounts received by Board of Directors of the Parent acting in good faith, and the terms and conditions of such investors from Debt shall not conflict with the payment terms and conditions of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000this Agreement or any other Loan Document.

Debt. Contract, create, incur, assume or suffer to exist any Debt, or permit Neither the Borrower nor any of its Subsidiaries to contract, create, incur, assume shall incur or suffer to exist maintain any Debt, except for other than: (a) the Obligations; (b) obligations under the Securitization Facility; (c) obligations under the Indenture; (d) obligations under the Promissory Notes; (e) other Debt existing on the Closing Date; (f) if no Default or Event of Default would occur after giving effect to the incurrence thereof: (i) Debt under this Agreement and the other Loan Documents; Capital Lease obligations, (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing purchase money Debt, real property mortgage financings and sale/leaseback transactions referred to in clauses (i), (j) and (k) of any agreement entered into and the definition of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancingPermitted Liens, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) other Debt arising from Investments among the aggregate principal amounts outstanding of which do not exceed $20,000,000; (g) Guarantees by the Borrower and or its Subsidiaries that are of Debt otherwise permitted hereunderto be incurred under this Agreement; (ivh) Debt in respect Guarantees by the Borrower or any of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services its Subsidiaries of the obligations of any of the Borrower's Subsidiaries incurred in the ordinary course of business; (vi) Debt consisting issued in exchange for, or the net proceeds of Guarantee Obligations which are used to extend, refinance, renew, replace, defease or refund Debt permitted by Section 5.02(c); to be incurred under this Agreement or outstanding on the Closing Date, (vij) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements performance bonds, bankers' acceptances, letters of credit or surety or appeal bonds entered into by the Borrower and its Subsidiaries in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and business; (Bk) Debt (arising from the honoring by a bank or other than Debt financial institution of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreementsa check, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstandingdraft, or similar instrument inadvertently drawn against insufficient funds; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (xl), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.

Debt. ContractThe Borrower will not, and will not permit any Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Notes or permit other Indebtedness arising under the Loan Documents or any guaranty of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except suretyship arrangement for (i) Debt the Notes or other Indebtedness arising under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof . (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iiib) Debt arising from Investments among of the Borrower and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements, including the Subordinated Debt. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business that are permitted hereunder; not greater than sixty (iv60) days past the date of invoice or delinquent or that are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $100,000. (e) Debt associated with bonds or surety obligations required by Governmental Requirements in respect connection with the operation of customary overdraft protection the Oil and netting services Gas Properties. (f) intercompany Debt between the Borrower and related liabilities arising from treasuryany Subsidiary or between Subsidiaries to the extent permitted by Section 9.06(f); provided that such Debt is not held, depository and cash management services assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business; . 70 DUNE ENERGY, INC. CREDIT AGREEMENT (vh) Debt consisting of Guarantee Obligations associated with Swap Agreements permitted by under Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,0009.20.

Debt. ContractThe Parent, OP LLC, the Borrower will not, and will not permit any Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: 4. the Notes or permit other Indebtedness arising under the Loan Documents or any guaranty of its or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. 5. Pre-Petition Debt of the Borrower and the Subsidiaries existing on the date hereof that is reflected in the Financial Statements. 6. accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. 7. Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. 8. intercompany Debt between the Parent, OP LLC, the Borrower and any Subsidiary or between Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (i) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debtextent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the terms Parent, OP LLC, the Borrower or one of its Wholly-Owned Subsidiaries, any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted Debt owed by the Loan Documents; provided further that Parent, OP LLC, the principal amount of such Surviving Debt Borrower or a Guarantor shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect subordinated to the Loan Parties or Indebtedness on terms set forth in the Lender Parties than the terms Guarantee. 9. endorsements of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services negotiable instruments for collection in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.

Debt. Contract(i) Other than indebtedness (1) where, createin connection with the release of a Mortgaged Property, the net proceeds thereof are applied to the repayment of the Loan in accordance with SECTION 2.5 or (2) that is Permitted Indebtedness, neither Borrower will incur or assume any Indebtedness for borrowed money not existing as of the date hereof which is secured by a Lien on any Mortgaged Property. Neither Borrower shall have at any time outstanding Indebtedness (including outstanding amounts under the Note which shall be allocated to each Borrower in proportion to the relative values of the Mortgaged Properties owned by the respective Borrowers determined pursuant to the Initial Appraisals or, if obtained, the Interim Appraisal or the Second Appraisals) which exceeds seventy percent (70%) of the Gross Asset Value of Borrower's assets (including the Mortgaged Properties). Neither Borrower shall have, incur, assume or suffer to exist at any Debttime any Indebtedness (other than Permitted Indebtedness) which is recourse to such Borrower (other than customary indemnification, recourse carve-out and similar contingent obligations) and which does not currently exist on the Closing Date. The outstanding principal under the Note shall at no time exceed seventy percent (70%) of the aggregate value of the Mortgaged Properties then subject to the Mortgage determined pursuant to the Initial Appraisals or, if obtained, the Interim Appraisal or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (i) Debt under this Agreement and the other Loan Documents; Second Appraisals. (ii) Surviving Debt and For so long as the Interest Guaranty has not terminated in accordance with SECTION 12.1, Guarantor shall not at any Debt extending time have total Indebtedness for borrowed money (determined on a consolidated basis but, for Persons in which Guarantor holds a direct or indirect ownership interest (including Subsidiaries) but less than 100% of such ownership interests, total Indebtedness shall only include Guarantor's pro-rata share of the maturity ofIndebtedness of such Person), or refunding or refinancing, in whole or in part, any Surviving Debt; provided that which exceeds seventy percent (70%) of the terms Gross Asset Value of any such extending, refunding or refinancing Debt, and Guarantor's assets. Compliance by Guarantor with the foregoing covenant shall be verified on a quarterly basis as of any agreement entered into and the end of any instrument issued in connection therewith, are otherwise permitted each quarter by the Loan Documents; provided further that financial statements delivered pursuant to SECTION 5.1(j) For so long as the principal amount of such Surviving Debt shall Interest Guaranty is in effect, Guarantor will not be increased above the principal amount thereof have outstanding at any time recourse Indebtedness (together with fees other than indemnification, recourse carve-out and expenses in connection with such extension, refunding or refinancingsimilar contingent obligations) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of fifty million dollars ($10,000,000 at 50,000,000). Guarantor hereby agrees that any time outstanding; (vii) Debt (other than Debt Indebtedness of Foreign Subsidiaries) constituting purchase money debt Guarantor owed to any wholly-owned Affiliate of Guarantor is hereby and Capitalized Lease shall remain subordinated to Guarantor's obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000Agreement.

Debt. ContractNeither the Borrower nor any of its Subsidiaries will incur, create, incur, assume or suffer to exist any Debt, except: (a) the Notes or permit other Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Obligations arising under the Loan Documents; (b) accounts payable and other accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business with respect to which no more than 90 days have elapsed since the date Third Amended and Restated Credit Agreement – Page 89 715347206 14464587 716874472 14464587 of invoice or that are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (c) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (i) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debtextent permitted by Section 9.05(d); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the terms Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such extending, refunding Debt owed by either the Borrower or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt a Guarantor shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect subordinated to the Loan Parties or Obligations on terms set forth in the Lender Parties than the terms Guarantee Agreement; (d) endorsements of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services negotiable instruments for collection in the ordinary course of business; ; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vie) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) Obligor in respect of Hedge Agreements entered into workers’ compensation claims, performance bonds, surety bonds, and appeal bonds issued for its account, in each case in the ordinary course of business business, or surety/bonds to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and governmental agencies; (Bf) Debt (other than Debt of Foreign Subsidiaries) arising on incurred under Unsecured Notes and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred guarantees by a Guarantor in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, respect thereof in an aggregate principal amount that would not cause, as of the date on which such Debt is incurred, the ratio of Total Net Debt to Adjusted EBITDA to exceed the maximum amount then permitted under Section 9.01(b) after giving pro forma effect to such incurrence, provided that (1) such Unsecured Notes and any Unsecured Notes Indenture under which such Unsecured Notes are issued contain customary terms and conditions for all unsecured notes of similar type and of like tenor and amount and do not contain any financial covenants that are, taken as a whole, more onerous to the Borrower and its Subsidiaries than those imposed by this Agreement (as determined in good faith by the senior management of the General Partner) (as in effect on the date of Incurrence of such financings Debt), (2) the final stated maturity date and the average life (based on the stated final maturity date and payment schedule provided at the date of issuance) of such Unsecured Notes shall not be earlier than 180 days after the Maturity Date (as in effect on the date of Incurrence of such Debt), and (3) at the time of and immediately after giving effect to each incurrence of such Debt, no Default or Event of Default shall have occurred and be continuing, and provided, further, that immediately upon any incurrence of Debt permitted by this clause (f), the Borrowing BaseRBL Component then in effect shall be automatically reduced by an amount equal to the product of (i) 25% of the aggregate principal amount of such Debt incurred (calculated at the face amount of the Debt incurred without giving effect to any original issue discount) times (ii) the percentage determined by dividing the RBL Component as in effect prior to giving effect to such automatic reduction by the Borrowing Base as in effect prior to giving effect to such automatic reduction and (b) any Permitted Refinancing Debt in respect thereof; (g) Debt of an Obligor in the form of guarantees and other “Debt” of the type described in clause (g) or clause (h) of the definition of Debt, in each case, in respect of Debt otherwise permitted under this Section 9.02; (h) Debt outstanding under the Subordinated Notes; and[Intentionally Omitted]; and (i) other unsecured Debt not to exceed €100,000,000 $5,000,000 in the aggregate at any one time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000outstanding.

Debt. ContractParent and the Borrowers will not, and will not permit any other Credit Party to, incur, create, incur, assume or suffer to exist any Debt, except: CHAPARRAL ENERGY, L.L.C. CREDIT AGREEMENT (a) the Notes or permit other Indebtedness arising under the Loan Documents or any guaranty of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except suretyship arrangement for (i) Debt the Notes or other Indebtedness arising under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof . (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iiib) Debt arising of the Credit Parties existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services time to time incurred in the ordinary course of business; , of which no more than $500,000 (vin the aggregate) are greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt consisting associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of Guarantee Obligations the Oil and Gas Properties. (e) intercompany Debt between any Borrower and any Subsidiary or between any Subsidiary and any other Subsidiary to the extent permitted by Section 5.02(c9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than a Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either a Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (vif) endorsements of negotiable instruments for collection in the ordinary course of business. (g) Permitted Bond Debt and guarantee obligations of Foreign Subsidiaries owing any Credit Party in respect thereof; provided, that such guarantee obligations are on terms and conditions satisfactory to third parties the Administrative Agent in an aggregate outstanding principal amount its sole discretion. (h) Taxes, assessments or other governmental charges which are not yet due or are being contested in excess of $10,000,000 at any time outstanding; good faith in accordance with Section 8.04(b). (viii) Debt (other than Debt of Foreign Subsidiariesin connection with a loan or lending transaction) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into incurred in the ordinary course of business for drilling, completing, leasing and reworking oil and gas ▇▇▇▇▇ or the treatment, distribution, transportation or sale of production therefrom; provided, however, such Debt shall not be deemed to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and refer to or include any long term debt. (Bj) Debt of Real Estate obtained for purposes of building expansion and the refinancing of existing Debt related to real estate at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, limited to no more than $11,500,000, in the aggregate, secured by real estate (and specifically no Oil and Gas Properties or other than collateral of the Lenders or Administrative Agent shall be provided by any Credit Party to secure such Debt of Foreign SubsidiariesReal Estate); provided, however, such Debt is subject to Administrative Agent’s prior written approval of the terms and conditions of any lease of such real estate and the final terms and conditions of the commitment of the lender involved in the acquisition and/or expansion of such real estate. CHAPARRAL ENERGY, L.L.C. CREDIT AGREEMENT (k) arising on those obligations of Oil resulting from its investment in CEI Bristol. (l) Chaparral’s guaranty of Oil’s performance of its obligations as general partner of CEI Bristol. (m) any renewals or extensions of (but not increases in) any of the foregoing. (n) liabilities resulting from compliance with FASB 133 and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of FASB 143. (o) other Debt under this clause (viii) shall not to exceed $10,000,000 in the aggregate at any one time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.

Debt. Contract, create, incur, assume Create or suffer to exist any Debtexist, or permit any of its Subsidiaries subsidiaries to contract, create, incur, assume create or suffer to exist exist, any Debt other than as described in the Registration Statement and the Prospectus, including any filings with the SEC made by Borrower that are incorporated by reference therein, prior to the date hereof and other Permitted Debt; provided that Borrower shall be permitted to restructure or refinance any Debt described in the Registration Statement and the Prospectus (provided that such restructured or refinanced Debt (A) is not for a greater principal amount than the existing Debt, except for (iB) Debt does not purport to restrict the repayment of indebtedness under this Agreement and the Note, and (C) no Event of Default shall have occurred and be continuing hereunder). “Debt” means (i) indebtedness for borrowed money, (ii) obligations evidenced by bonds, debentures, notes or other Loan Documentssimilar instruments, (iii) obligations to pay the deferred purchase price of property or services, (iv) obligations as lessee under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases, (v) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clause (i) through (iv) above, and (vi) liabilities in respect of unfunded vested benefits under plans covered by Title IV of ERISA. “Permitted Debt” means (i) indebtedness arising hereunder; (ii) Surviving Debt current unsecured trade payables and any Debt extending accrued liabilities arising in the maturity ofordinary course of Borrower’s business (including, or refunding or refinancingwithout limitation, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if anyobligations under operating leases), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among purchase money indebtedness and capital leases incurred in connection with the Borrower and its Subsidiaries that are permitted hereunderacquisition of fixed assets in an aggregate amount not exceeding $50,000 at any one time outstanding; (iv) Debt indebtedness of a subsidiary acquired after the date of this Agreement or an entity merged into or consolidated with Borrower or any subsidiary of Borrower after the date of this Agreement and indebtedness assumed in connection with the acquisition of assets, which indebtedness, in each case, exists at the time of such acquisition, merger or consolidation and is not created in contemplation of such event and where such acquisition, merger or consolidation is permitted by this Agreement; (v) indebtedness in respect of customary netting services, overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services otherwise in connection with deposit accounts or similar accounts incurred in the ordinary course of business; , provided such debt is extinguished within five (v5) Debt consisting days of Guarantee Obligations permitted by Section 5.02(c)its incurrence; (vi) Debt indebtedness incurred in the ordinary course of Foreign Subsidiaries owing to third parties business in connection with the financing of insurance premiums of Borrower or any of its subsidiaries; (vii) indebtedness arising from agreements of Borrower providing for indemnification, adjustment of purchase price or acquisition price or similar obligations (including earn-outs), in each case, incurred or assumed in connection with the acquisition contemplated on the date hereof; and (viii) other indebtedness of Borrower in an aggregate outstanding principal amount not in excess of $10,000,000 50,000 in the aggregate at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.

Debt. Contract, create, incur, assume or suffer to exist any Debt, or permit any of its Subsidiaries to contract, createCreate, incur, assume or suffer to exist any Debt, except for (subject to Section 7.15): (a) Debt under the Loan Documents; (b) Debt outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that: (i) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall is not be increased above at the principal time of such refinancing, refunding, renewal or extension except by an amount thereof (together with equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extension, refunding or refinancing) outstanding immediately prior refinancing and by an amount equal to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancingany existing commitments unutilized thereunder; and provided further that (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extendingrefinancing, refunding refunding, renewing or refinancing extending Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties Lenders than the terms of any agreement or instrument governing the Surviving Debt being extendedrefinanced, refunded refunded, renewed or refinanced extended and the interest rate applicable to any such extendingrefinancing, refunding refunding, renewing or refinancing extending Debt does not exceed the then then-applicable market interest rate; (i) the Fifth Third Equipment Lease Guaranty, so long as AENT’s obligations thereunder are and remain unsecured; and (iiiii) other unsecured Guarantees by any Loan Party or any Subsidiary thereof of Debt arising from Investments among or operating leases (including real property leases) of any other Loan Party or any Subsidiary to the Borrower and its Subsidiaries extent that are permitted hereunderthe Person that is obligated under such guaranty could have incurred such underlying Debt or such operating leases (including real property leases); provided that the aggregate outstanding amount of all such Guarantees under this clause (ivii) shall not exceed $125,000 at any time; (d) Debt in respect of customary overdraft protection Capital Leases and netting services purchase money obligations for fixed or capital assets in an aggregate amount outstanding at any time not to exceed $8,000,000; (e) Debt under Hedge Agreements incurred in the ordinary course of business and not for speculative purposes; (f) Debt in respect of: (i) workers’ compensation claims or obligations in respect of health, disability or other employee benefits; (ii) property, casualty or liability insurance or self-insurance; (iii) completion, bid, performance, customs, appeal or surety bonds issued for the account of any Loan Party or any Subsidiary thereof; (iv) taxes, assessments or other government charges not yet delinquent or which are the subject of a Permitted Protest; or (v) bankers’ acceptances and other similar obligations not constituting Debt for borrowed money; in each of the foregoing cases, to the extent incurred in the ordinary course of business; (g) Debt of any Loan Party owing to and held by any other Loan Party; provided, that such Debt must be (i) unsecured and expressly subordinated to the prior payment in full in cash of all Obligations (including, with respect to any Guarantor, its obligations hereunder), (ii) subject to the terms of the Intercompany Subordination Agreement, and (iii) evidenced by a promissory note pledged to Collateral Agent under the applicable Collateral Document; (i) Debt owed in respect of any overdrafts and related liabilities liabilities, arising from treasury, depository and other cash management services or in connection with any automated clearing-house transfers of funds incurred in the ordinary course; (ii) cash management obligations and other unsecured Debt incurred in respect of netting services, automatic clearinghouse arrangements, overdraft protection, and other like services, in each case, incurred in the ordinary course of business, and (iii) Debt in respect of credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including so-called “procurement cards” or “P-cards”) or other similar cash management services, in each case, incurred in the ordinary course of business, in an aggregate amount for all of the foregoing not to exceed $125,000; provided that if such Debt is secured, such Debt shall be subject to an intercreditor agreement acceptable to the Administrative Agent unless the foregoing Debt described in clauses (i) through (iii) above relates solely to Deposit Accounts otherwise subject to a Control Agreement in favor of Collateral Agent in form and substance satisfactory to Collateral Agent; (i) Debt consisting of the financing of insurance premiums in the ordinary course of business; provided, that (vi) Debt consisting the aggregate amount of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt such Debt, together with the aggregate amount of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into deposits made in the ordinary course of business to protect against fluctuations secure obligations to insurance carriers does not exceed $250,000 in interest ratesthe aggregate at any time, foreign exchange rates and commodity prices and (Bii) Administrative Agent may include as part of Reserves any amount of such Debt secured by such Lien which is or becomes prior to the Liens of Collateral Agent; (j) unsecured Debt which is subject to a Subordination Agreement (including Debt owing by Alliance under the ▇▇▇▇▇▇▇ Subordinated Note); (k) Debt of Alliance with respect to the Fifth Third Equipment Lease that is in existence as of the Closing Date; (l) Debt of Mill Creek with respect to the Incentive Fee and the Supplemental Incentive Fees as those terms are defined in the Technicolor Services Agreement, in an aggregate outstanding amount not to exceed (i) $100,000 due and payable during any Fiscal Year or (ii) $250,000 due and payable during the term of this Agreement; and (m) Debt (other than any Debt of Foreign Subsidiariesowed to any Loan Party or Subsidiary or Affiliate thereof) arising on and after the Petition Date under the Cash Management Agreements, provided that the not otherwise permitted by clauses (a) through (l) above in an aggregate outstanding amount of Debt under this clause (viii) shall not to exceed $10,000,000 500,000 at any time outstanding; (ix) , so long as such Debt which may be deemed is on terms and conditions reasonably acceptable to exist pursuant to Administrative Agent and, if such Debt is secured by a Lien on any surety bonds, appeal bonds or similar obligations incurred in connection with assets of any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing Loan Party or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied Debt shall be subject to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000intercreditor agreement satisfactory to Administrative Agent.

Debt. ContractThe Parent Guarantor and the Borrower will not, and will not permit any of the Restricted Subsidiaries to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Notes or permit other Indebtedness arising under the Loan Documents or any guaranty of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. 130 Section 9.01(b) amended by First Amendment. (b) (i) Debt under this Agreement of the Borrower and its Restricted Subsidiaries existing on June 9, 2014 that is reflected in the other Loan Documents; Financial Statements, and any Permitted Refinancing Debt in respect thereof.131, (ii) Surviving Debt of Energen at the time of the Energen Merger and any Permitted Refinancing Debt extending in respect thereof, and (iii) Debt of any Permitted Acquisition Target at the maturity of, or refunding or refinancing, time of such Permitted Acquisition and any Permitted Refinancing Debt in whole or in part, any Surviving Debtrespect thereof; provided that in the terms instance of any Sections 9.02(b)(ii) and (iii), such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall was not be increased above the principal amount thereof (together with fees and expenses incurred in connection with such extension, refunding merger or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changedacquisition, as a result of applicable. (c) Debt under Capital Leases and purchase money financings in an aggregate amount not to exceed $15,000,00030,000,000 at any one time outstanding.132 (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with such extension, refunding or refinancing; the operation of the Oil and provided further that the terms relating to principal amount, amortization, maturity, collateral Gas Properties. (if anye) and subordination (if any), and other material terms taken as a whole, endorsements of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services negotiable instruments for collection in the ordinary course of business. (f) intercompany Debt between the Borrower and a Guarantor or between Guarantors or between the Borrower or a Restricted Subsidiary and the Unrestricted Subsidiaries to the extent permitted by Section 9.05(n); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor, and, provided further, that any such Debt owed by the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement.133 (vg) Debt under (i) any Senior Unsecured Notes outstanding on the Effective Date, (ii) any Senior Unsecured Notes issued after the Effective Date and (iii) any Permitted Refinancing Debt in respect of Debt under this subsection (g). (h) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt the financing of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into insurance premiums incurred in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and business. (Bi) Debt consisting of the direct or indirect financing or refinancing (including in the form of purchase money financing or a Capital Lease) of real property (other than Debt of Foreign SubsidiariesOil and Gas Properties) arising on and after the Petition Date under the Cash Management Agreementsrelated assets, provided or a Person that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programsowns such real property, in an aggregate principal amount for all such financings not to exceed €$100,000,000 at any one time outstanding (for purposes outstanding, in each case whether incurred contemporaneously with the acquisition of this clause (x)such real property or at a later time, including obligations in the “principal amount” form of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower sale and paid lease-back transaction entered into subsequent to the Borrower or its Subsidiaries, as reduced by acquisition of such real property.134 (j) other Debt not to exceed $25,000,000100,000,000 in the aggregate amounts received at any one time outstanding.135 131 Section 9.02(b) amended by such investors from the payment of receivables and applied to reduce such invested amounts); and (xiFirst Amendment. 132 Section 9.02(c) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000amended by Fifth Amendment. 133 Section 9.02(f) amended by First Amendment. 134 Section 9.02(i) added by Fifth Amendment. 135 Section 9.02(j) amended by Fifth Amendment.

Debt. ContractNeither FCX, FI nor any Restricted Subsidiary shall incur, create, incur, assume or suffer permit to exist any Debt, or permit Debt of any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for them except: (i) Debt under this Agreement and the other Loan Documents; Corporate Group Loans; (ii) Surviving Debt the Specified Obligations, including the Capitalized Lease Obligations with respect to the PFT Assets, the ALatieF-FI Assets, the P&O Assets, the Airfast Assets and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms Waste Water Assets; (iii) $120,000,000 of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the aggregate principal amount of such Surviving Debt shall not be increased above P.T. ALatieF Freeport Finance Company B.V.'s Senior Notes due 2001 (the 'B.V. Notes'), the Guarantee by FCX of the B.V. Notes and the PT-FI Note (as defined in the B.V. Registration Statement). (iv) up to $70,000,000 aggregate principal amount of borrowings from Caterpillar by FCX, and the Guarantee thereof by FI (together with fees such Debt, the "Caterpillar Obligations"), such guarantee to be secured by certain specified heavy equipment of FI and expenses in connection with such extensionrelated spare parts (the "Caterpillar Assets") released or required to be released from the lien of the FI Security Documents, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that all substantially on the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services set forth in the ordinary course of business; Caterpillar Documents (the "Caterpillar Transaction"); (v) Debt consisting purchase money indebtedness (excluding sale and leaseback transactions which initially take the form of Guarantee Obligations a purchase money transaction in that title to the equipment passes through FI or a Restricted Subsidiary prior to being held by the lessor in the sale and leaseback transaction) of FCX, FI and any Restricted Subsidiary secured by Liens permitted by Section 5.02(c); (vi5.2(d)(ii) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt the purchase price of Foreign Subsidiaries) constituting purchase money debt the related asset in each individual case and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in with an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings purchase money debt not to exceed €100,000,000 at any time outstanding in excess of $50,000,000; (for purposes vi) Capitalized Lease Obligations (including those resulting from sale and leaseback transactions) of this clause FCX, FI or any Restricted Subsidiary entered into after the Fifth Amendment Closing Date (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid than with respect to the Borrower or its Subsidiaries, as reduced Specified Assets) with an outstanding aggregate principal amount not at any time in excess of $50,000,000; (vii) Guarantees by the aggregate amounts received by such investors from the payment FCX of receivables Debt of FM Properties and applied to reduce such invested amounts); and (xi) Debt Circle C not otherwise permitted hereunder in excess of an aggregate outstanding principal amount of $5,000,00090,000,000 pursuant to the FCX/FMPO Guarantee, secured pursuant to the FCX Intercreditor Agreement by the FCX Pledge Agreements, and extensions, renewals, replacements and refundings thereof; (viii) up to $450,000,000 principal amount of Debt of FI plus accrued commitment fees and interest to the RTZ Lender pursuant to the RTZ Loan Agreement; (ix) the Guarantee by FCX pursuant to the Implementation Agreement of FI's obligations under the Transaction Agreements (as such term is defined in the Implementation Agreement); and (x) other unsecured Debt of FCX, FI and the Restricted Subsidiaries if, after giving effect to the incurrence thereof, no Default or Event of Default would occur or be continuing (including under Section 5.2(b)).

Debt. ContractThe Credit Parties will not, and will not permit any of the Restricted Subsidiaries to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Loans, other Secured Obligations and any guaranty of or permit any of its Subsidiaries to contract, create, incur, assume suretyship arrangement in respect thereof. (b) intercompany Debt between or suffer to exist any Debt, except for among (i) Debt under this Agreement the Borrower and the other Loan Documents; any Subsidiary Guarantor, (ii) Surviving Debt any Restricted Subsidiary that is not a Guarantor and any Debt extending other Restricted Subsidiary that is not a Guarantor or (iii) the maturity of, Borrower or refunding or refinancing, in whole or in part, any Surviving DebtSubsidiary Guarantor to any Restricted Subsidiary that is not a Guarantor to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Administrative Agent for the benefit of the Lenders, the Borrower or a Subsidiary Guarantor, and, provided further, that any such Debt for borrowed money (including without limitation intercompany receivables or other obligations) owed by either the Borrower or any Credit Party shall be subordinated to the Secured Obligations on the terms set forth in the Guaranty and Collateral Agreement. (c) endorsements of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services negotiable instruments for collection in the ordinary course of business; . (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vid) Debt of Foreign the Borrower or the Restricted Subsidiaries owing to third parties (i) associated with bonds or surety obligations required by Governmental Requirements in an aggregate outstanding principal amount not connection with the operation of the Oil and Gas Properties in excess the ordinary course of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt business and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess comprised of $10,000,000; (viii) (A) Debt (other than Debt guarantees of Foreign Subsidiaries) in respect obligations of Hedge Agreements Restricted Subsidiaries under marketing agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and which do not constitute Debt for borrowed money. (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (xe) Debt of Foreign the Borrower and the Restricted Subsidiaries arising under any European Receivables Financing Capital Leases and Debt incurred to finance the purchase, construction or any other receivables factoring or other securitization programs, improvement of such capital assets (excluding real property interests) secured by Liens permitted by Section 9.03(c) in an aggregate principal amount for all such financings not to exceed €100,000,000 at $2,000,000. (f) Permitted Senior Notes and any time outstanding guarantees thereof incurred after the Effective Date; provided that (for purposes i) both before and immediately after giving effect to the incurrence of this clause such Debt, no Default or Event of Default has occurred and is continuing or would result therefrom (xafter giving effect to any concurrent repayment of Debt with the proceeds thereof, any Borrowing Base adjustment under Section 2.07(e) and any prepayment made pursuant to Section 3.04(c)(iii), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors ); (ii) such Debt and any guarantees thereof (A) are on terms and conditions that are not Affiliates more restrictive, taken as a whole, than those contained in this Agreement and the other Loan Documents, as reasonably determined by the Borrower in good faith, and (B) do not contain financial covenants that are more restrictive than those contained in this Agreement and the other Loan Documents, unless in the case of clause (A) or (B), such more restrictive terms are incorporated into this Agreement, mutatis mutandis, are offered to the Lenders in good faith or are otherwise applicable only after the payment in full of the Borrower Loans; (iii) immediately after the incurrence of such Debt, the Borrowing Base shall be adjusted in accordance with and paid to the Borrower or its Subsidiariesextent required by Section 2.07(e) and prepayment shall be made to the extent required by Section 3.04(c)(iii); (iv) such Debt does not have any scheduled principal amortization prior to the date that is 91 days after the Maturity Date; (v) such Debt does not mature sooner than the date that is 91 days after the Maturity Date; (vi) the economic terms of such Debt and any guarantees thereof, taken as reduced a whole, are on market terms for issuers of similar size and credit quality given the then prevailing market conditions as reasonably determined by the aggregate amounts received Borrower in good faith; (vii) immediately after giving effect to the incurrence of such Debt and any guarantees thereof, the Pro Forma Net Leverage Ratio shall not exceed 4.00 to 1.00; (viii) such Debt does not have any mandatory prepayment or redemption provisions which would require a mandatory prepayment or redemption thereof in priority to the Secured Obligations (other than (A) customary offers to purchase upon (i) a change of control, to the extent such offer is subject to the previous payment in full of the Secured Obligations and (ii) asset sale or casualty or condemnation event to the extent the terms of such Debt provide that such Debt shall not be required to be repurchased or redeemed until the Maturity Date has occurred or such repurchase or redemption is otherwise permitted by this Agreement and (B) customary acceleration rights after an event of default); (ix) no Subsidiary or other Person is required to guarantee such investors from Debt unless such Subsidiary or other Person has guaranteed the Secured Obligations pursuant to the Guaranty and Collateral Agreement; (x) if such Debt is senior subordinated Debt, such Debt is expressly subordinate to the payment in full of receivables all of the Secured Obligations on terms and applied conditions reasonably satisfactory to reduce the Administrative Agent and (xi) the Borrower shall have complied with Section 8.01(p). (g) Permitted Second Lien Notes and any guarantees thereof existing on or incurred after the Effective Date; provided that (i) the stated principal amount of such invested amountsDebt incurred after the Effective Date does not exceed $150,000,000, (ii) both before and immediately after giving effect to the incurrence of such Debt, no Default or Event of Default has occurred and is continuing or would result therefrom (after giving effect to any concurrent repayment of Debt with the proceeds thereof, any Borrowing Base adjustment under Section 2.07(e) and any prepayment made pursuant to Section 3.04(c)(iii)); (iii) immediately after the incurrence of such Debt, the Borrowing Base shall be adjusted in accordance with and to the extent required by Section 2.07(e) and prepayment shall be made to the extent required by Section 3.04(c)(iii); (iv) immediately after giving effect to the incurrence of such Debt and any guarantees thereof, the Pro Forma Net Leverage Ratio shall not exceed 4.00 to 1.00; (v) the Borrower shall have complied with Section 8.01(p); (vi) such Debt shall be at all times subject to the Second Lien Intercreditor Agreement and the Secured Obligations shall be secured on a senior priority basis to such Debt (except with respect to any unsecured Permitted Refinancing Debt); (vii) such Debt does not have any scheduled principal amortization; (viii) such Debt does not mature sooner than the date that is 91 days after the Maturity Date; (ix) the economic terms of such Debt and any guarantees thereof, taken as a whole, are on market terms for issuers of similar size and credit quality given the then prevailing market conditions as reasonably determined by the Borrower in good faith; (x) such Debt does not have any mandatory prepayment or redemption provisions which would require a mandatory prepayment or redemption thereof in priority to the Secured Obligations (other than (A) customary offers to purchase upon (i) a change of control, to the extent such offer is subject to the previous payment in full of the Secured Obligations and (ii) asset sale or casualty or condemnation event to the extent the terms of such Debt provide that such Debt shall not be required to be repurchased or redeemed until the Maturity Date has occurred or such repurchase or redemption is otherwise permitted by this Agreement and (B) customary acceleration rights after an event of default); and (xi) no Subsidiary or other Person is required to guarantee such Debt not otherwise unless such Subsidiary or other Person has guaranteed the Secured Obligations pursuant to the Guaranty and Collateral Agreement. (h) Permitted Refinancing Debt and any guarantees thereof, the proceeds of which shall be used concurrently with the incurrence thereof to refinance any outstanding Permitted Debt permitted hereunder under Section 9.02(f) or Section 9.02(g) or to refinance any outstanding Refinanced Debt, as the case may be. (i) Debt in the form of guaranties by the Credit Parties of Debt of (i) the Borrower or any Subsidiary Guarantor permitted under this Section 9.02 or (ii) other Persons to the extent an Investment would be permitted in such Person under Section 9.05(g). (j) other Debt in an aggregate principal amount not to exceed $30,000,000 at any one time outstanding. (k) the Existing Notes outstanding on the Effective Date; provided that the remaining outstanding principal amount balance of the Existing Notes shall be no greater than $5,000,0000 at all times on or after November 5, 2018. (l) Indebtedness existing on the Effective Date and set forth on Schedule 9.02.

Debt. ContractThe Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Loans, any Notes or permit other Secured Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans, any Notes or other Secured Obligations arising under the Loan Documents, and any deferred put premiums associated with Swap Agreements entered into with an Approved Counterparty. (b) the Convertible Note (but no Permitted Refinancing Debt in respect of the Convertible Note) and any Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt (including guarantees) under Capital Leases, provided that the aggregate amount of such Debt and Debt incurred pursuant to Sections 9.02(j) and (k) does not exceed the greater of $30,000,000 or 10% of the then effective Borrowing Base at any one time outstanding. (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Subsidiaries Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to contractthe Secured Obligations on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Debt under any Senior Notes issued after the Effective Date, create, incur, assume or suffer to exist any Debt, except for provided that (i) at the time of incurring such Debt under (1) no Default has occurred and is then continuing and (2) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents; , (iiv) Surviving such Debt and any guarantees thereof are on prevailing market terms for similarly situated companies, (vi) the Borrowing Base is adjusted as contemplated by Section 2.07(e) and the Borrower makes any prepayment required under Section 3.04(c)(iii). (i) Debt extending incurred to finance insurance premiums. (j) Debt incurred solely for the maturity ofpurpose of financing the acquisition, construction or refunding improvement of any fixed or refinancingcapital assets, including Debt assumed in whole or in part, any Surviving Debtconnection with the acquisition of such assets; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that (i) the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower cost of acquiring, constructing or improving such fixed or capital assets and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) abovethe aggregate amount of such Debt and Debt incurred pursuant to Sections 9.02(d) in an aggregate outstanding amount and (l) does not in excess exceed the greater of $10,000,000; 30,000,000 or 10% of the then effective Borrowing Base at any one time outstanding. (viiik) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management AgreementsDebt, provided that the aggregate amount of such Debt under this clause and Debt incurred pursuant to Sections 9.02(d) and (viiij) shall does not exceed the greater of $10,000,000 30,000,000 or 10% of the then effective Borrowing Base at any one time outstanding; (ix) Debt which . For the avoidance of doubt, an issue of Senior Notes may be deemed comprised of Debt only a portion of which constitutes Permitted Refinancing Debt to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an the extent the aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), thereof exceeds the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding current principal amount of $5,000,000the Senior Notes being refinanced or replaced.

Debt. ContractCreate, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (i) Debt under this Agreement and the other Loan Credit Documents; ; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving such Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Credit Documents; provided further that the principal amount of such any Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancingrefinancing plus accrued interest thereon and reasonable expenses and fees incurred in connection therewith, and the direct and contingent obligors therefor Borrower or any Subsidiary shall not be changedadded as an additional direct or contingent obligor with respect thereto, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties Borrower or the Lender Parties Lenders than the terms of any agreement or instrument governing the any Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; ; (iii) Debt arising from Investments among in respect of Hedge Agreements designed to hedge against fluctuations in interest rates and exchange rates incurred in the ordinary course of business and consistent with prudent business practice; (iv) Debt owed to the Borrower or a wholly owned Subsidiary of the Borrower; (v) Debt of any Person that becomes a Subsidiary of the Borrower after the date hereof not in contravention of this Agreement, which Debt is existing at the time such Person becomes a Subsidiary of the Borrower (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of the Borrower), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any such Debt under this clause (v); provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Credit Documents; provided further that the principal amount of the Debt being extended, refunded or refinanced shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing plus accrued interest thereon and reasonable expenses and fees incurred in connection therewith, and the Borrower or any Subsidiary shall not be added as an additional direct or contingent obligor with respect thereto, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Borrower or the Lenders than the terms of any agreement or instrument governing the Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (vi) [Reserved]; (vii) Debt under performance bonds, surety bonds and letter of credit obligations to provide security for worker’s compensation claims and Debt in respect of bank overdrafts not more than two days overdue, in each case, incurred in the ordinary course of business; (viii) to the extent the same constitutes Debt, obligations in respect of working capital adjustments and/or earn-out arrangements in connection with any purchase or acquisition; (ix) Ordinary Course Operating Debt; (x) to the extent constituting Guaranteed Debt, indemnification obligations and other similar obligations of the Borrower and its Subsidiaries in favor of directors, officers, employees, consultants or agents of the Borrower or any of its Subsidiaries extended in the ordinary course of business; (A) unsecured Guaranteed Debt of any Subsidiary with respect to unsecured payment Obligations of the Borrower and (B) Guaranteed Debt with respect to payment Obligations of any Subsidiary; provided, that are the underlying obligation related to such Guaranteed Debt in this clause (B) is permitted hereunder; under Section 5.02(b)(iii), (ivvii), (viii) or (xiv); (xii) Guaranteed Debt with respect to leases in respect of customary overdraft protection and netting services and related real property entered into by any Broker-Dealer Subsidiary in the ordinary course of business; (xiii) contingent liabilities arising from treasury, depository out of endorsements of checks and cash management services other negotiable instruments for deposit or collection in the ordinary course of business; (xiv) Debt owing to insurance companies to finance insurance premiums incurred in the ordinary course of business; provided that each insurance company financing such insurance premiums agrees to give the Administrative Agent not less than 30 days’ prior written notice before termination of any insurance policy for which premiums are being financed; and (vxv) other Debt consisting of Guarantee Obligations not otherwise permitted by under this Section 5.02(c); (vi5.02(b) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 to exceed at any time outstanding; (viix) 15% of shareholders’ equity of the Borrower determined in accordance with GAAP, as shown on the most recent Consolidated balance sheet of the Borrower and its Subsidiaries delivered pursuant to Section 5.03(b) or (c), minus (y) the aggregate outstanding principal amount of any Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt permitted under this clause (viiixv)) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising and other liabilities secured by Liens then existing and permitted under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (xSection 5.02(a)(iv), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.

Debt. ContractNone of the Parent, the Borrower or any of their Subsidiaries will incur, create, incur, assume or suffer to exist any Debt, except: (a) the Notes or permit other Secured Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Secured Indebtedness arising under the Loan Documents. (b) accounts payable and other accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (c) intercompany Debt among the Parent, the Borrower and any of its the Borrower’s Subsidiaries or between Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (i) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debtextent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the terms Parent or one of its Wholly-Owned Subsidiaries, and, provided further, that any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted Debt owed by the Loan Documents; provided further that Borrower to either the principal amount of such Surviving Debt Parent or a Guarantor shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect subordinated to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among Secured Indebtedness owed by the Borrower or a Guarantor on terms set forth in the Guaranty and its Subsidiaries that are permitted hereunder; Collateral Agreement. (ivd) Debt in respect endorsements of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services negotiable instruments for collection in the ordinary course of business; . (ve) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and Senior Notes issued after the Petition Date under effectiveness of the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, Initial Redetermination in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding not to exceed $350,000,000; provided that (i) the Borrower shall have complied with Section 8.01(o), (ii) at the time of incurring such Senior Notes (1) no Default has occurred and is then continuing and (2) no Default would result from the incurrence of such Senior Notes after giving effect to the incurrence of such Senior Notes (and any concurrent repayment of Debt with the proceeds of such incurrence), (iii) the incurrence of such Senior Notes (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in a Borrowing Base Deficiency, (iv) the incurrence of such Senior Notes (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the Parent’s ratio of Total Debt as of the date of such incurrence to EBITDAX for purposes the most recent period of this clause four fiscal quarters for which financial statements are available being equal to or greater than 3.5 to 1.0, (xv) such Senior Notes do not have any scheduled amortization or any required repurchase or redemption (other than a required offer to repurchase or redeem as a result of a change in control or asset sale) prior to one hundred eighty-one (181) days after the Maturity Date, (vi) such Senior Notes do not mature sooner than one hundred eighty-one (181) days after the Maturity Date and (vii) contemporaneously with the incurrence of such Senior Notes (and any concurrent repayment of Debt with the proceeds of such incurrence), the “principal amount” of a receivables factoring or Borrowing Base is adjusted pursuant to Section 2.07(e), if applicable. (f) other securitization program shall mean the amount invested by investors that are Debt, including Capital Leases and purchase money Debt not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by exceed $15,000,000 in the aggregate amounts received by such investors from at any one time outstanding. (g) Permitted Refinancing Debt which satisfies the payment terms of receivables Section 9.02(e) and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in represents an aggregate outstanding principal amount extension, refinancing or renewal of $5,000,000any Senior Notes.

Debt. ContractThe Parent will not, and will not permit any Restricted Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Loans or permit other Indebtedness arising under the Loan Documents or any guaranty of its or suretyship arrangement for the Loans or other Indebtedness arising under the Loan Documents. (b) Debt of the Loan Parties and their Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and set forth on Schedule 9.02, including without limitation the Existing Convertible Notes, the Existing 2014 Notes and any Permitted Refinancing Debt in respect thereof (plus, in the case of the Existing Convertible Notes or the Existing 2014 Notes, any Debt incurred for the purpose of reimbursing the Parent for amounts spent to contractRedeem the Existing Convertible Notes or the Existing 2014 Notes to the extent such Redemption is permitted under Section 9.04(b)). (c) accounts payable and accrued expenses, createliabilities or other obligations to pay the deferred purchase price of Property or services, incurfrom time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt of any Loan Party incurred to finance the acquisition, assume construction or suffer improvement of any Property, including fixed or capital assets, including obligations under Capital Leases and any Debt assumed in connection with the acquisition of any such Property or secured by a Lien on any such asset prior to exist the acquisition thereof, and extensions, renewals and replacements of any Debt, except for such Debt that do not increase the outstanding principal amount thereof; provided that (i) such Debt under this Agreement is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the aggregate principal amount of such Surviving Debt Indebtedness permitted by this clause (d) shall not be increased above the principal amount thereof exceed $20,000,000. (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (ive) Debt in respect of customary overdraft protection (i) letters of credit, bank or completion guarantees, surety, performance, warranty, bid, appeal or other bonds or guarantees and netting services similar instruments, in each case to the extent (x) required by Governmental Requirements or any third Person and related liabilities arising from treasury(y) provided in the ordinary course of business in connection with the operation of the Oil and Gas Properties; and (ii) the P&A Escrow Agreement. (f) Debt (i) between the Borrower and the Parent; (ii) between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that (1) such Debt is not held, depository assigned, transferred, negotiated or pledged to any Person other than a Loan Party, and cash management services (2) any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement and (iii) of Loan Parties permitted by Section 9.05. (g) endorsements of negotiable instruments for collection in the ordinary course of business; . (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (viih) Debt (other than Debt of Foreign Subsidiariesfor borrowed money) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into incurred in the ordinary course of business to protect against fluctuations in interest ratesconnection with Hydrocarbon transportation, foreign exchange rates and commodity prices and (B) Debt (Hydrocarbon purchasing or other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreementssimilar arrangements, provided that such arrangements are disclosed to the Administrative Agent. (i) Debt incurred in connection with vendor financing provided by Midland Pipe Corporation and its affiliates or other similar arrangements not to exceed $15,000,000 in the aggregate at any one time outstanding. (j) Debt in respect of Permitted Additional Debt; provided that (i) the aggregate principal amount of Debt outstanding at any time under this clause (viiij) shall not exceed $10,000,000 at 300,000,000, and (ii) after giving pro forma effect thereto, the Parent would be compliant with Section 9.01(a). Upon such issuance or incurrence (other than Permitted Additional Debt constituting Permitted Refinancing Debt incurred to refinance such Debt, but only to the extent that the aggregate principal amount of Permitted Refinancing Debt incurred to refinance such Debt does not result in an increase in the principal amount thereof above the principal amount originally incurred or issued up to the original principal amount of the Refinanced Debt), the Borrowing Base then in effect shall be reduced by an amount equal to the product of 0.25 multiplied by the stated principal amount of such Permitted Additional Debt (without regard to any time outstanding; original issue discount), and the Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such issuance or incurrence, effective on such date until the next redetermination or modification thereof hereunder (ixk) Debt which may be deemed incurred to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred finance insurance premiums. (l) Debt in connection with any judgment not constituting an Event trade payables owed to FM Services, Inc. arising in the ordinary course of Default; business. (xm) other Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 $15,000,000 in the aggregate at any one time outstanding outstanding. (for purposes n) any guarantee of this clause (x), the “principal amount” of a receivables factoring or any other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid Debt permitted to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000be incurred hereunder.

Debt. ContractThe Borrower will not, and will not permit any of the Restricted Subsidiaries to, incur, create, incur, assume or suffer to exist any Debt, except: (a) The Loans and any other Obligations and any guaranty of or permit suretyship arrangement in respect thereof. (b) Debt of the Borrower and the Credit Parties existing on October 7, 2014 that is reflected in the financial statements of the Borrower and its consolidated Subsidiaries delivered pursuant to Section 8.01(b) for the fiscal quarter ended June 30, 2014 or in Schedule 9.02, and any of its Subsidiaries to contract, create, incur, assume Permitted Refinancing Debt in respect thereof. (c) Debt associated with bonds or suffer to exist any Debt, except for surety obligations (i) Debt under this Agreement and required in connection with self-insurance or the other Loan Documents; performance of contracts, (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted required by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses Governmental Requirements in connection with such extension, refunding the operation of the Oil and Gas Properties or refinancing(iii) outstanding immediately prior to such extension, refunding required in connection with the enforcement of rights or refinancing, and claims of the direct and contingent obligors therefor shall not be changed, as a result Borrower or any of the Restricted Subsidiaries or in connection with such extension, refunding the appeal of judgments that do not result in a Default or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral an Event of Default. (if anyd) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Intercompany Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among between the Borrower and its any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that are permitted hereunder; such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or any of the Restricted Subsidiaries, and, provided further, that any such Debt for borrowed money owed by a Credit Party to a non-Credit Party shall be subordinated to the Obligations on terms set forth in the Guaranty Agreement. (ive) Debt in respect Endorsements of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services negotiable instruments for collection in the ordinary course of business; . (vf) Senior Notes issued by the Borrower and any guarantees of such Debt consisting by the Borrower or any other Guarantor, provided that (i) at the time of Guarantee Obligations permitted by Section 5.02(c); (vi) incurring such Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates no Default has occurred and commodity prices is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (other than and any concurrent repayment of Debt with the proceeds of Foreign Subsidiariessuch incurrence), (ii) arising on and such Debt does not have any scheduled amortization prior to 91 days after the Petition Date under Maturity Date, (iii) such Debt does not mature sooner than 91 days after the Cash Management AgreementsMaturity Date, provided that (iv) the aggregate amount covenants applicable to such Debt are not materially more onerous, taken as a whole, than the covenants applicable to the Loans, (v) the Borrowing Base is reduced pursuant to Section 2.07(e) and prepayment is made to the extent required by Section 3.04(c)(iii), and (vi) after giving pro forma effect to the issuance of such Debt the Borrower is in compliance with Section 9.01. (g) Debt under this clause (viiiCapital Leases and Debt secured by Liens permitted under Section 9.03(d) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings at any time not to exceed €100,000,000 at any time outstanding $20,000,000. (for purposes h) Debt in the form of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested guaranties by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, any of the Restricted Subsidiaries of Debt of (i) the Borrower or any of the Restricted Subsidiaries permitted under this Section 9.02 and (ii) other Subsidiaries to the extent an Investment would be permitted under Section 9.05(g)(iv) or Section 9.05(q). (i) Debt owed to insurance companies for premiums on policies required by Section 8.06. (j) Other Debt not to exceed $25,000,000 (measured as reduced by of the date of incurrence) in the aggregate amounts received at any one time outstanding.” 2.14 Amendment to Section 9.05(g). Section 9.05(g) is hereby amended by such investors from deleting the payment of receivables phrase “Section 9.02(h)(B)” and applied replacing it with the phrase “Section 9.02(h)(ii)”. 2.15 Amendment to reduce such invested amountsSection 12.04(b)(iv); . Section 12.04(b)(iv) is hereby amended by inserting the phrase “and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000Elected Commitment Amount” after the phrase “Maximum Credit Amount” therein.

Debt. ContractThe Borrowers will not, and will not permit any Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Loans, any Notes or permit other Indebtedness arising under the Loan Documents or any guaranty of its or suretyship arrangement for the Loans, any Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrowers and their Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the due date or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt (including guarantees) under Capital Leases and purchase money obligations not to exceed $2,500,000 in the aggregate. (e) Debt (including guarantees) associated with bonds or surety obligations required by Governmental Requirements or any other Person in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Borrowers, between either of the Borrowers and any Subsidiary or between Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (i) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debtextent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than either of the Borrowers or one of their Wholly-Owned Subsidiaries or the Administrative Agent on behalf of the "Lenders" and "Swap Counterparties" (as such terms of are defined in the Intercreditor Agreement), and, provided further, that any such extending, refunding Debt owed by either a Borrower or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt a Guarantor shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect subordinated to the Loan Parties Indebtedness on terms set forth in the Security Agreement or the Lender Parties than the terms Intercreditor Agreement. (g) endorsements of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services negotiable instruments for collection in the ordinary course of business; . (vh) Debt consisting under the Senior Credit Agreement that does not exceed $100,000,000 in the aggregate and Debt under the Second Lien Term Loan Agreement and any guarantees thereof, the principal amount of Guarantee Obligations permitted by Section 5.02(c); which Debt does not exceed $100,000,000 in the aggregate. (vii) Debt in connection with Swap Agreements and permitted in accordance with Section 9.18. (j) reimbursement obligations under (i) letters of Foreign Subsidiaries owing to third parties in an aggregate credit outstanding principal amount not in excess on the date of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt this Agreement and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess other letters of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, credit provided that the aggregate undrawn face amount of Debt under this clause (viii) shall such other letters of credit does not exceed $10,000,000 at any time outstanding; 20,000,000. (ixk) guarantees of Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000under Section 9.02.

Debt. ContractThe Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (ia) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in partLoans, any Surviving Debt; provided that Notes or other Indebtedness arising under the terms Loan Documents or any guaranty of or suretyship arrangement for the Loans, any such extending, refunding Notes or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by other Indebtedness arising under the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof . (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iiib) Debt arising from Investments among of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are permitted hereunder; not greater than sixty (iv60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt (including guarantees) under Capital Leases not to exceed $5,000,000. (e) Debt associated with bonds or surety obligations required by Governmental Requirements in respect connection with the operation of customary overdraft protection the Oil and netting services Gas Properties. (f) intercompany Debt between the Borrower and related liabilities arising from treasuryany Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, depository and cash management services assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business; . (vh) Debt consisting of Guarantee Obligations permitted under the 2011 Notes (and any guarantees thereof by Section 5.02(c); Guarantors) outstanding on the Effective Date. (vii) Debt under the 2012 Notes (and any guarantees thereof by Guarantors) outstanding on the Effective Date and any 2013 Notes issued within 90 days of Foreign Subsidiaries owing the Effective Date, the Net Cash Proceeds of which are used to third parties in an aggregate outstanding principal amount not in excess purchase 2012 Notes tendered for pursuant to “change of $10,000,000 at any time outstanding; control” provisions. (viij) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that 2013 Notes (and any guarantees thereof by Guarantors) outstanding on the aggregate amount of Effective Date. (k) other Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 $5,000,000 in the aggregate at any one time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000outstanding.

Debt. ContractEach of the Parent Guarantor and the Borrower will not, and will not permit any Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Obligations arising under the Loan Documents or permit any guaranty of or suretyship arrangement for the Obligations arising under the Loan Documents. (b) purchase money Debt and Debt under Capital Leases not to exceed $12,500,000 in the aggregate at any time. (c) Debt associated with performance bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties (including, without limitation, letters of credit provided to support any such bond or surety obligations). (d) endorsements of negotiable instruments for collection in the ordinary course of business. (e) intercompany Debt between the Borrower and any Subsidiary Guarantor or between Subsidiary Guarantors to the extent permitted by Section 9.05(f); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries that is a Subsidiary Guarantor (or, in the case of a pledge, to contractthe Administrative Agent); and, createprovided, incurfurther, assume or suffer that any such Debt shall be subordinated to exist any the Obligations on terms set forth in the Guaranty Agreement. (f) to the extent constituting Debt, except liabilities for tax and governmental assessments in the ordinary course of business that are not yet due. (g) Junior Indebtedness and any Permitted Refinancing Debt in respect thereof. (h) for the avoidance of doubt, in-kind obligations relating to net oil or natural gas balancing positions arising in the ordinary course of business. (i) accounts payable and accrued expenses or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business. (j) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, associated with worker’s compensation claims required by Governmental Requirements or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses third parties in connection with such extension, refunding or refinancingthe Oil and Gas Properties and otherwise in the ordinary course of business. (k) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, any guarantee of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect other Debt permitted to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; be incurred hereunder. (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (ivl) Debt in respect of customary overdraft protection Secured Swap Agreements and netting services and related liabilities Secured Cash Management Agreements. (m) unsecured Debt in respect of Swap Agreements entered into in compliance with Section 9.18. (n) to the extent constituting Debt, obligations on account of minimum volume commitments entered into in the ordinary course of business, including, without limitation, any such minimum volume commitments as entered into prior to the Effective Date. (o) Debt arising from treasurythe honoring by a bank or other financial institution of a check, depository and draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds or in respect of cash management services provided by a bank or other financial institution, each in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount such Debt is extinguished within five (5) Business Days of incurrence. (p) other Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 $15,000,000 at any one time outstanding outstanding. (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates q) Debt of the Borrower or any Obligor existing on the date hereof that is reflected in Schedule 9.02 and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) any Permitted Refinancing Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000respect thereof.