Common use of Debt Clause in Contracts

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other than: (i) in the case of the Borrower, Subordinated Debt; (ii) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (F) other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate at any time outstanding.

Debt. CreateNot, incur, assume or suffer to exist, or and not permit any of its Subsidiaries to other Loan Party to, create, incur, assume or suffer to existexist any Debt, any Debt other thanexcept: (ia) in the case of the Borrower, Subordinated DebtObligations; (b) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) in 25% of EBITDA for the case period ending on such Business Day; (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any of its Subsidiaries, Debt owed domestic Wholly-Owned Subsidiary to the Borrower or to a whollyanother domestic Wholly-owned Subsidiary of the BorrowerOwned Subsidiary; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) provided that such Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such Debt does not exceed $130,000,000 demand note shall be subordinated to the Obligations hereunder in the aggregate,a manner reasonably satisfactory to Lender; (Cd) Capitalized Leases not to exceed in Debt described on Schedule 7.1 as of the aggregate $10,000,000 at any time outstanding, (D) the Surviving Debt Closing Date, and any Debt extending the maturity ofextension, or refunding or refinancing, in whole or in part, any Surviving Debt, provided that the terms of any such extending, refunding renewal or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, and provided further that the principal amount of such Surviving Debt shall not be increased above thereof so long as the principal amount thereof is not increased; (e) an aggregate outstanding immediately pror amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)); (f) Contingent Obligations arising with respect to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result customary indemnification obligations in favor of or purchasers in connection with such extension, refunding or refinancing, and provided further that the Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization,Dispositions permitted under Section 7.5; (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (Fg) other Debt, in addition to the Debt the listed above, in an aggregate principal outstanding amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate at any time outstandingexceeding $50,000.

Debt. CreateHoldings and the Borrower shall not, incur, assume or suffer to exist, or and shall not permit any of its Subsidiaries to to, create, incur, assume assume, permit to exist or suffer to exist, maintain any Debt or Contingent Obligation, other than:than the following Debt (collectively, “Permitted Debt”): (ia) in the case Debt of the Borrower, Subordinated Debt; (ii) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower Holdings and any of its Subsidiaries, (A) Debt Subsidiaries under the Loan Documents,; (b) (i) Debt described on Schedule 8.12 (it being understood and agreed that any such Debt that is repaid shall not be reborrowed) and any Refinancing Debt thereof and (ii) any intercompany Debt outstanding on the Closing Date; (c) Capital Leases and purchase money Debt incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any equipment acquired after the Closing Date (as defined in Article 9 of the UCC) held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise); provided that, (x) at the time of incurrence and after giving Pro Forma Effect thereto and the use of the proceeds thereof, the aggregate principal amount of Debt incurred under this clause (c) and then-outstanding of Holdings and its Subsidiaries, shall not exceed the greater of (A) $25,000,000 and (B) Debt incurred in connection with 5.0% of Consolidated Total Assets (measured as of the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent date such Debt does not exceed $130,000,000 in was incurred based upon the aggregate,Section 6.2 Financials most recently delivered on or prior to such date of incurrence) and (y) no further financings and/or Refinancings of such Debt shall be permitted following the initial acquisition of the equipment; (Cd) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the Surviving Debt and any Debt extending the maturity of, endorsements for collection or refunding or refinancingdeposit, 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions either case in the ordinary course of business, and; (Fe) other Debt incurred under Hedge Agreements, provided that such Hedge Agreements are entered into by a Borrower or Subsidiary of Holdings (x) solely to hedge fluctuations in interest rates under this Credit Agreement and the aggregate principal amount usage of whichgas, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall diesel and electricity and (y) not exceed $35,000,000 in the aggregate at any time outstanding.for speculative purposes;

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other than: (i) in the case of the Borrower, (A) Debt owed to its Subsidiaries; so long as at the time of incurrence of such Debt, Subordinated Debt;foreclosure proceedings shall not have been commenced with respect to any stock or assets of such Subsidiaries, (B) Debt in respect of Hedge Agreements not entered into for speculative purposes and designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practice, and (C) Debt in respect of guarantees by the Borrower of the Obligations of Foreign Subsidiaries under bank overdraft facilities permitted under Section 5.02(b)(iii)(I), (ii) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-wholly owned Subsidiary of the BorrowerBorrower to the extent permitted under Section 5.02(f); and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(Bsecured by Liens permitted by Section 5.02(a)(iv) not to the extent such Debt does not exceed $130,000,000 in the aggregateaggregate $10,000,000 at any time outstanding, (C) Capitalized Leases in an aggregate amount, calculated in accordance with GAAP, not to exceed in the aggregate $10,000,000 at any time outstanding, (D) 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, Documents and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) Subordinated Debt under the Subordinated Notes Indentures, (F) Debt of any Person that becomes a Subsidiary of the Borrower after the First Closing Date in accordance with the terms of Section 5.02(f) that is existing at the time such Person becomes a Subsidiary of the Borrower, (G) Debt in an aggregate principal amount not to exceed $5,000,000 outstanding at any time and consisting of letters of credit (other than Letters of Credit issued hereunder) and reimbursement obligations in respect thereof, (H) other Debt in an aggregate amount not to exceed $5,000,000 at any time outstanding, (I) in the case of Foreign Subsidiaries, Debt under bank overdraft facilities in an aggregate amount not to exceed $10,000,000 at any time outstanding, (J) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (FK) other Debt the aggregate principal amount consisting of which, together repurchase arrangements in connection with the aggregate indebtedness secured financing of bowling equipment sales by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate at any time outstandingBorrower and its Subsidiaries.

Debt. Create, incur, assume or suffer to exist, Shall not create or permit to exist any of its Subsidiaries to createDebt, incurincluding any guaranties or other contingent obligations, assume or suffer to exist, any Debt other than:except the following (“Permitted Debt”): (ia) in the case of the Borrower, Subordinated DebtThe Obligations; (iib) Endorsement of Items for collection in the case ordinary course of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; andbusiness; (iiic) in the case of the Borrower Debts which are payable to suppliers and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt other trade creditors and were incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, andon ordinary and customary trade terms; (Fd) other Purchase money Debt (which, for the avoidance of doubt, shall not include accounts payable) incurred to purchase Equipment; provided that the amount of such Debt shall not at any time (i) exceed the purchase price of the Equipment purchased or (ii) exceed in aggregate principal amount at any time outstanding for Borrower and its Subsidiaries $250,000; (e) Subordinated Debt in an aggregate principal amount at any time outstanding for Borrower and its Subsidiaries not to exceed $250,000; (f) Debt listed in Schedule 7.1, attached hereto and made a part hereof, to the extent such Debt exists as of the Closing Date and is not otherwise permitted by this Section 7.1, together with any Debt incurred in any refinancing or renewal thereof (each, a “Refinancing”), so long as the principal amount of such Refinancing is not greater than the existing principal amount of such Debt, the effective, all-in rate of interest rate to such Refinancing (including any applicable margin or spread thereto) is no greater than the effective, all-in rate of interest applicable to such Debt, the principal amount of such Refinancing does not amortize more quickly than the amortization applicable to such Debt, the maturity date of such Refinancing is no sooner than 180 days after the date specified in clause (a) of the definition of “Revolving Loan Termination Date,” and the covenants, representations, warranties, and events of default related to such Refinancing are no more rigorous or onerous as to the Credit Party thereto than those existing in connection with such Debt; (g) Debt of any Subsidiary to Borrower or another Subsidiary; (h) Any Debt incurred under any Hedge Agreements entered into in the ordinary course of business and not for speculative purposes with a counterparty reasonably acceptable to Lender; (i) Permitted Seller Debt; or (j) Any Debt secured by a Lien of the type described in Subsection 7.2(i) or (j), the principal amount of which, together with the aggregate indebtedness secured by the Liens referred principal amount of Debt permitted pursuant to in 5.02(a)(iiSection 7.1(d), shall not exceed $35,000,000 in the aggregate at any time outstanding250,000.

Debt. CreateNeither the Borrower nor any Subsidiary will incur, incurcreate, assume or suffer permit to existexist any Debt, except: (a) The Loans or permit other Obligations or any guaranty of its Subsidiaries or suretyship arrangement for the Loans or other Obligations; (b) Debt of the Borrower or any Subsidiary existing on the Closing Date which is reflected in the 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 Property or services) from time to createtime incurred in the ordinary course of business which, incurif greater than 90 days past the invoice or billing date, assume or suffer are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) (i) capital leases, (ii) Equipment Leases, and (iii) purchase money Debt which in each purchase money Debt case shall not exceed 100% of the lesser of the total purchase price and the fair market value of the Property acquired as determined at the time of acquisition, provided all Debt incurred pursuant to existthis clause (d) shall not exceed $18,000,000 per fiscal year; (e) Subordinated Debt so long as the Borrower has delivered a Compliance Certificate concurrently with the issuance thereof demonstrating pro forma compliance with Article IX; (f) prepayments for services rendered in the ordinary course of business provided that no default exists in delivery of the service for which any such prepayments were made. (g) Debt between and among the Borrower and/or any Guarantors (other than the Parent); (h) surety bonds and similar instruments of the nature and for the purposes described in Schedule 7.02, any Debt other than:item 1; (i) in obligations of Waste Corporation Texas under the case of Installment Sale Agreement and the Borrower, Subordinated Debtdocuments related thereto; (ii) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (Bj) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate,First Lien Financing; and (Ck) Capitalized Leases not so long as no Default has occurred and continuing, unsecured earn-out obligations of the Borrower or any Guarantor payable to exceed in the aggregate $10,000,000 at any time outstanding, (D) the Surviving Debt a seller 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or incurred in connection with such extension, refunding or refinancing, and provided further that the Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (F) other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate at any time outstandinga Qualified Acquisition Expenditure.

Debt. Create, incur, assume The Company shall not create or incur or suffer to existexist any Debt in addition to the Initial Bonds other than the following (such Debt, or permit together with the Initial Bonds, being referred to as "Permitted Debt"): (a) Additional Bonds, the proceeds of which are used for any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other thanthe following purposes: (A) to finance Required Modifications, provided that either (i) after giving effect to the incurrence of such Debt, the minimum projected Debt Service Coverage Ratio for each fiscal year during the remaining term of the Bonds is equal to or greater than 1.30 to 1.0, as confirmed in writing by the Independent Engineer, or (ii) the Rating Agency confirms in writing that, after giving effect to the incurrence of such Debt for such purpose, the Bonds will be rated at least "Baa3" by the Rating Agency; (B) to finance Optional Modifications, provided that (i) no Default or Event of Default has occurred and is -------- continuing or would result from the incurrence of such Debt for such purpose, (ii) either (A) after giving effect to the incurrence of such Debt, (1) the minimum projected Debt Service Coverage Ratio for each fiscal year during the remaining term of the Bonds is equal to or greater than 1.70 to 1.0, as confirmed in writing by the Independent Engineer, and (2) the average annual projected Debt Service Coverage Ratio during the remaining term of the Bonds is equal to or greater than 1.80 to 1.0, as confirmed in writing by the Independent Engineer, or (B) the Rating Agency confirms in writing that the incurrence of such Debt for such purpose will not result in the case Bonds being rated lower than "Baa3" by the Rating Agency, and (iii) so long as the ▇▇▇▇▇▇▇▇ Subordination Agreement remains in effect, the incurrence of such Debt is permitted thereunder; (C) to finance Expansion Modifications, provided that (i) no Default or Event of Default has occurred and is continuing or would result from the incurrence of such Debt for such purpose, (ii) the Rating Agency confirms in writing that the incurrence of such Debt for such purpose will not result in a Rating Downgrade and that, after giving effect to the incurrence of such Debt, the ratings for the Bonds will be at least "Baa3", (iii) at least 80% of the Borrowertotal capacity of the Project, after giving effect to the Expansion Modifications, must be contracted under a power purchase agreement, tolling agreement or similar agreement with a term that extends to at least the final maturity date of the Bonds, and (iv) so long as the ▇▇▇▇▇▇▇▇ Subordination Agreement remains in effect, the incurrence of such Debt is permitted thereunder; and (D) in addition to Debt permitted under clauses (A), (B) and (C) above, to finance the acquisition of assets useful in the development, construction, operation or maintenance of the Project, provided that (i) no Default or Event of Default has occurred and is continuing or would result from the incurrence of such Debt for such purpose, (ii) the aggregate amount of such Debt outstanding at any one time shall not exceed $10,000,000, (iii) such assets are subjected to the liens of the Security Documents, and (iv) so long as the ▇▇▇▇▇▇▇▇ Subordination Agreement remains in effect, the incurrence of such Debt is permitted thereunder; (b) Debt issued to one or more Affiliates of the Company which is (x) subordinated to the Bonds pursuant to subordination terms set forth in Exhibit C ("Subordinated Debt") and (y) not secured by the Collateral, provided that no Default or Event of Default has occurred and is continuing or would result from the incurrence of such Debt; (ii) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (Bc) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) pursuant to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debtan ACS LOC Reimbursement Agreement, provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued conditions set forth in connection therewith, are otherwise permitted by the Loan Documents, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion clause (a) of the Securitization,definition of "Acceptable Credit Support" have been satisfied; (Ed) indorsement unsecured Debt for working capital purposes in an amount not to exceed $5,000,000; (e) letters of negotiable instruments credit and other financial obligations arising under the Project Documents; (f) purchase money obligations incurred to finance discrete items of equipment not comprising an integral part of the Project that extend only to the equipment being financed and that do not in the aggregate have annual debt service or lease obligations exceeding $5,000,000 (such amount to be escalated for deposit or collection or similar transactions inflation based on the Consumer Price Index); (g) trade accounts payable (other than for borrowed money) which arise in the ordinary course of business, business and which are payable within 90 days; (h) obligations in respect of surety bonds or similar instruments in an amount not to exceed $5,000,000; and (Fi) other Debt incurred under Interest Rate Protection Agreements entered into in order to provide a hedge against changes in the rates of interest on Permitted Debt which accrues interest at a floating or variable rate, provided that the notional amount of the obligations subject to any such Interest Rate Protection Agreement cannot at any time exceed the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate at any time outstandingsuch Permitted Debt.

Debt. CreateNot, incur, assume or suffer to exist, or and not permit any of its Subsidiaries to other Loan Party to, create, incur, assume or suffer to existexist any Debt, except: (a) Obligations under this Agreement and the other Loan Documents; (b) Debt secured by Liens permitted by Section 11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $100,000; (c) Subordinated Debt; provided, that at the time of incurrence of any such Subordinated Debt, (i) no Event of Default has occurred and is then continuing and (ii) the Total Debt other than:to EBITDA Ratio, computed as of the most recently ended Computation Period on a pro forma basis to give effect to the incurrence of such Subordinated Debt, does not exceed 3.0 to 1.0; (d) Hedging Obligations approved by Administrative Agent and incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the initial Loans hereunder); (g) Contingent Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Permitted Acquisitions and purchasers in connection with dispositions permitted under Section 11.5; (h) Debt to the extent arising from final judgments not constituting an Event of Default; (i) in the case of the Borrower, Subordinated Debt; (ii) in the case of any of its Subsidiaries, Debt owed to the Borrower extent arising in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies for which the failure to a wholly-owned Subsidiary make payments shall not constitute an Event of the BorrowerDefault; and (iii) in the case of the Borrower and any of its Subsidiaries, (Aj) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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 consisting of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise obligation to pay management fees permitted by the Loan Documents, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (F) other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate at any time outstandingunder Section 11.4.

Debt. Create, incur, assume or suffer to exist, Shall not create or permit to exist any of its Subsidiaries to createDebt, incurincluding any guaranties or other contingent obligations, assume or suffer to exist, any Debt other than:except the following ("Permitted Debt"): (ia) in the case of the Borrower, Subordinated DebtThe Obligations; (iib) in the case Endorsement of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments checks for deposit or collection or similar transactions in the ordinary course of business; (c) Accounts payable to trade creditors which are not aged more than ninety (90) days from billing date and current operating expenses (other than for borrowed money) which are not more than thirty (30) days past due, in each case incurred in the ordinary course of business and paid within such time period, unless the same are actively being Properly Contested; (d) Purchase money Debt not exceeding $500,000 in aggregate principal amount at any time outstanding for Borrower and all Subsidiaries incurred to purchase Equipment, provided that the amount of such Debt shall not at any time exceed the purchase price of the Equipment purchased; and (Fe) other Debt for taxes not at the time due and payable or deferred taxes or which are being actively Properly Contested; (f) Debt issued by Borrower subordinated in favor of Bank pursuant to an executed subordination agreement on terms and conditions satisfactory to Bank in all respects not exceeding $500,000 in aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate at any time outstanding; (g) Accrued pension fund and other employee benefit plan obligations and liabilities (provided, however, that such Debt does not result in the existence of any Event of Default hereunder); and (h) Debt existing on the Closing Date and not otherwise permitted under this Section 6.1, as set forth on Exhibit 6.1 hereto, and the renewal and refinancing (but not the increase in the aggregate principal amount) thereof.

Debt. CreateThe Borrower shall not, incurand shall not permit any United States Subsidiary, assume either directly or suffer to existindirectly, create, assume, incur or have outstanding any Debt (including purchase money indebtedness), or permit become liable, whether as endorser, guarantor, surety or otherwise, for any debt or obligation of its Subsidiaries to createany other Person, incur, assume or suffer to exist, any Debt other thanexcept: (ia) the Obligations under this Agreement and the other Loan Documents; (b) obligations of the Borrower for Taxes, assessments, municipal or other governmental charges; (c) obligations of the Borrower for accounts payable, other than for money borrowed, incurred in the ordinary course of business; (d) Debt of the Borrower to any Wholly-Owned Subsidiary not to exceed One Million Dollars ($1,000,000) in the case aggregate; provided that such Debt shall be evidenced by a note in form and substance reasonably satisfactory to the Bank and the obligations under such note shall be Subordinated Debt; (e) Subject to the terms of the BorrowerSections 2.1 (c) (iii) and 2.2(d), Subordinated Debt; (iif) Hedging Obligations incurred in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary favor of the Borrower; andBank or an Affiliate thereof for bona fide hedging purposes and not for speculation; (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (Cg) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving DebtLease Obligations, provided that the terms aggregate amount of all such Debt outstanding at any such extendingtime shall not exceed Fifty Thousand and 00/100 Dollars ($50,000.00) in the aggregate; (h) Debt for Capital Expenditures incurred after the date of this Agreement not to exceed Fifty Thousand and 00/100 Dollars ($50,000.00) in the aggregate in any one fiscal year; (i) Debt described on Schedule 9.1 and any extension, refunding renewal or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, and provided further that the principal amount of such Surviving Debt shall not be increased above thereof so long as the principal amount thereof outstanding immediately pror to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall is not be changed, as a result of or in connection with such extension, refunding or refinancing, and provided further that the Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization,increased; (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (Fj) other unsecured subordinated Debt, in addition to the Debt the listed above, in an aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate outstanding at any time outstandingnot to exceed Three Million Dollars ($3,000,000).

Debt. CreateThe Borrower shall not, incur, assume or suffer to exist, or and shall not permit any of its Subsidiaries to the other GCI Entities to, create, incur, assume assume, become or be liable in any manner in respect of, or suffer to exist, any Debt other than:Debt, except (i) in the case of the Borrower, Subordinated Debt; (ii) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (Aa) Debt under the Loan Documents, Papers and the Revolving Credit Agreement, (Bb) Debt incurred under the Senior Notes and other Debt in connection with existence on the Securitization or the transactions listed date hereof as shown on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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 Debt5.08a hereto, and of any agreement entered into and of any instrument issued in connection therewithrenewals, are otherwise permitted by the Loan Documentsextensions (but not increases), and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount refinancings thereof outstanding immediately pror to such extensionon terms substantially similar thereto and on terms no more restrictive, refunding or refinancing, (c) trade payables incurred 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions paid in the ordinary course of business, and (Fd) other Debt permitted to be incurred as Contingent Liabilities pursuant to Section 7.03 hereof, (e) Debt between the aggregate principal amount Borrower and its Restricted Subsidiaries, (f) so long as there exists no Default or Event of whichDefault in existence at the time incurred and none is caused thereby, together with the aggregate indebtedness secured by the Liens referred to (i) $5,000,000 in 5.02(a)(ii), shall not exceed $35,000,000 Debt constituting Capital Leases outstanding in the aggregate at any time outstandingone time, (ii) unsecured subordinated Debt of the Borrower on terms and conditions acceptable to the Administrative Agent and each Lender, subordinated to the Facility pursuant to the subordination language set forth on Schedule 7.02 hereto, (g) Debt under the Project Agreements, and (h) so long as (i) there exists no Default or Event of Default both before and after giving effect to its incurrence, (ii) the maturity of such Debt is later than the Maturity Date, (iii) the weighted average life of such Debt is longer than the weighted average life of the Revolver/Term Loan, (iv) the Term Loan B Agreement contains representations and warranties, conditions precedent, affirmative covenants, negative covenants and events of default substantially similar to the representations and warranties, conditions precedent, affirmative covenants, negative covenants and Events of Default in this Agreement (and in no case may such terms be more restrictive than the terms of this Agreement) and (v) the Borrower has paid in immediately available funds an amendment fee to the Administrative Lender for the benefit of those Lenders that executed and delivered the Ninth Amendment to the Administrative Agent prior to noon (eastern time) on December 17, 2001, such amendment fee to be in an amount equal to 40 basis points on each such executing Lender's pro rata portion of the principal amount of the outstanding Revolver/Term Loan, the Borrower and the other GCI Entities may incur senior secured Debt under the Term Loan B Agreement, and the Term Loan B Obligations, in a maximum principal amount not to exceed the lesser of (A) $65,000,000, or (B) the gross cash purchase price paid by the Borrower for the acquisition of the assets of WCIC. SECTION 10. Amendment to Section 7.04. Section 7.04 in Article VII of the Credit Agreement shall be amended and restated in its entirety as follows:

Debt. Create, incur, assume assume, or suffer to exist, or permit any of its Subsidiaries Guarantor to create, incur, assume assume, or suffer to exist, any Debt other thanDebt, except: (a) Debt of the Maker to M&T (i) in pursuant to the case of Revolving Loan and Term Loan Agreement dated December 15, 2000 between M&T and Maker (the Borrower"M&T AGREEMENT") and (ii) as otherwise permitted by, Subordinated Debtand subject to the limitations set forth in, the Intercreditor Agreement; (iib) in Debt outstanding under this Note, the case of any of its Subsidiaries, Maker's Second Bridge Note or another Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; andPayee; (iii) in the case of the Borrower and any of its Subsidiaries, (Ac) Debt under the Loan Documents, disclosed on EXHIBIT B (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt, provided that the HUD Loan described therein are on terms reasonably satisfactory to Payee), but no voluntary prepayments, renewals, extensions, or refinancing thereof; (d) Debt subordinated on terms satisfactory to the Payee to the Maker's obligations under this Note and the Maker's Second Senior Bridge Note; (e) Debt of Maker to any Guarantor or 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror Guarantor 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization,Maker; (Ef) indorsement of negotiable instruments Accounts payable to trade creditors for deposit goods or collection or similar transactions services which are aged not more than ninety (90) days from the billing date and current operating liabilities (other than for borrowed money) which are not more than ninety (90) days past due, in each case incurred in the ordinary course of business, as presently conducted, and paid within the specified time, unless contested in good faith and by appropriate proceedings; and (Fg) other Debt incurred to finance the acquisition of fixed or capital assets and secured by Liens permitted by Section 1(j), including capital leases, provided that the aggregate principal balance of all such Debt does not exceed such amount of which, together with the aggregate indebtedness secured as permitted by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate M&T Agreement at any time outstandingtime.

Debt. CreateThe Borrower will not, incurand will not permit any ---- Subsidiary to, assume or suffer to exist, incur or permit to exist any Debt, except: (a) Debt evidenced by the Notes, the Short-Term Credit Facility Notes and Facility Letter of Credit Obligations not in default; (b) Debt of any Subsidiary to the Borrower or any other Subsidiary; (c) Debt existing as of June 30, 1998 as reflected on financial statements delivered under Section 7.2(b) and refin- ancings thereof other than Debt that has been refinanced by the proceeds of Loans or the proceeds of the Short-Term Credit Facility; (d) endorsements in the ordinary course of business of negotiable instruments in the course of collection; (e) Debt of the Borrower or any Subsidiary repre- senting the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens per- mitted by the provisions of Section 10.2(d); provided, however, -------- ------- that at no time may the aggregate principal amount of such Debt outstanding exceed fifteen percent (15%) 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 create, incur, assume the issuance thereof there shall exist no Default or suffer to exist, any Debt other thanEvent of Default; and: (i) in the case ratio of the Borrower, Subordinated Debt; Consolidated Total Indebtedness to Consolidated total Capitaliza- tion shall be no greater than 0.70 to 1.00; (ii) in the case ratio of any of its Subsidiaries, Debt owed EBDIT to the Borrower or pro forma Cash Interest Expense shall be no less than 2.25 to a wholly-owned Subsidiary of the Borrower1.00; and and (iii) in the case of the Borrower and any of its Subsidiaries, (A) such Debt under and Structured Securities shall have a final maturity or redemption date, as the Loan Documents, case may be, no earlier than the Maturity Date (as the same may be extended pursuant to Section 2.4) and shall mature or be subject to redemption or 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 pro- visions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such addi- tional Debt shall have a final maturity date prior to the Maturity Date, (y) such additional Debt shall not exceed Thirty- Five Million Dollars ($35,000,000.00) in the aggregate plus Five Million Dollars ($5,000,000.00) of reimbursement obligations incurred in connection with the Securitization Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution, and (z) such additional Debt shall be borrowed from a Bank or Banks as a loan or loans arising independent of this Agreement or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the Surviving Debt and any Debt extending the maturity of, Short- Term Credit Facility Agreement 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon borrowed from a financial institution that is not a Bank under this Agreement or the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (F) other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate at any time outstandingShort-Term Credit Facility Agreement.

Debt. Create, incur, assume or suffer to exist, or permit Neither any Borrower nor any of its Subsidiaries to createshall incur or maintain any Debt, incur, assume or suffer to exist, any Debt other than: : (i) in the case of the Borrower, Subordinated Debt; (ii) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (Da) the Surviving Debt Obligations; (b) trade payables 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, contractual obligations to suppliers and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions customers arising in the ordinary course of business, and ; (Fc) other Debt existing on the aggregate Closing Date and reflected in the Financial Statements attached hereto as Exhibit C; (d) Debt described on Schedule 8.9; (e) unsecured, subordinated Debt (including Debt utilized to make investments permitted under Section 9.10) on material terms that are no less favorable to the Parent and the Lenders than the terms of the Senior Subordinated Debt in effect on the Closing Date, or that is otherwise reasonably acceptable to the Agent; provided, however, that any such subordinated Debt (up to a maximum principal amount of which$3,000,000) may provide for cash interest payments, not to exceed 10% per annum, so long as the terms of such Debt specify that no cash payments shall be made during the existence of or which would result in an Event of Default; (f) Debt evidenced by Operating Lease Obligations permitted under Section 9.24 and Capital Lease Obligations permitted under Section 9.23; (g) purchase money Debt incurred to provide some or all of the purchase price of Capital Expenditures permitted under Section 9.25, but only to the extent that the amount of such Debt does not exceed the purchase price of such assets, together with refinancings of such purchase money Debt from time to time on terms no less favorable to the aggregate indebtedness secured by Parent than the Liens referred to in 5.02(a)(ii)original purchase money Debt and so long as the amount refinanced is not greater than the outstanding principal balance (plus accrued interest) outstanding at the time of such refinancing; provided, shall not exceed $35,000,000 in however, that none of the aggregate at subsidiaries of the Parent (other than PEI) will incur any time outstandingDebt.

Debt. CreateFOC will not create, incur, assume or suffer to exist, or permit any of its Subsidiaries Subsidiary to create, incur, assume or suffer to exist, any Debt other thanthan the following: (ia) in the case Debt of the Borrower, Subordinated DebtCredit Parties under the Credit Documents; (ii) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (Ab) Debt under the Loan Documents, (B) Debt incurred of FOC in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed respect of $130,000,000 150,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of its 6 5/8% Senior Notes due 2011; (c) Debt (commonly known as purchase-money debt) of FOC and its Subsidiaries incurred after December 31, 2002 to purchase, or to finance the purchase of, fixed assets and/or Debt incurred by FOC and its Subsidiaries after December 31, 2002 with respect to which the creditor has no recourse to the debtor, but only to the property securing such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror to such extensionDebt; provided, refunding or refinancinghowever, 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (F) other Debt the aggregate cumulative principal amount of which, together with the aggregate indebtedness secured by the Liens all such Debt referred to in 5.02(a)(ii), above shall not exceed $35,000,000 10,000,000; (d) Capitalized Leases permitted under Section 7.5; (e) Debt of FPI to ConocoPhillips pursuant to the Conoco Operating Agreement, not to exceed $500,000 in the aggregate at any time outstanding; (f) Debt of FOC and the Borrower to brokerage firms listed on Schedule 6, and Debt of Subsidiaries to FOC in respect of such Debt of FOC (incurred on behalf of such Subsidiaries in the purchase or sale of commodity futures contracts or related options) to such brokerage firms; provided, however, that such Debt shall not exceed $5,000,000 in the aggregate at any time outstanding, without duplication, and shall relate only to commodity hedging activity in margin accounts that is permitted pursuant to Section 7.9; (g) the obligation of FEDRC to make “Contingency Earn-Up Payments” to Shell Oil Products US pursuant to the Asset Purchase and Sale Agreement dated as of October 19, 1999 among Shell Oil Products US, FEDRC and FOC; (h) Debt permitted by Section 7.8(c), (d) or (e) or Section 7.9; (i) the guaranty by FOC and its Subsidiaries of the obligations of FOC in respect of the Debt described in Section 7.4(b); and (j) Debt of FOC or the Borrower under any Hedge Agreement entered into with the purpose and effect of hedging interest rates on a principal amount of Debt of such Credit Party that is accruing interest at a fixed or variable rate, provided that (i) the aggregate notional amount of such Hedge Agreement does not exceed 75% of the anticipated outstanding principal balance of the Debt to be hedged by such Hedge Agreement or 75% of an average of such principal balances calculated using a generally accepted method of matching interest-rate swap contracts to declining principal balances, (ii) the floating-rate index of each such Hedge Agreement hedging variable-rate Debt generally matches the index used to determine the floating rates of interest on the corresponding Debt to be hedged by such Hedge Agreement, (iii) the fixed-rate index of each such Hedge Agreement hedging fixed-rate Debt generally matches the fixed rate(s) of interest on the corresponding Debt to be hedged by such Hedge Agreement and (iv) each such Hedge Agreement is with a counterparty, or has a guarantor of the obligation of the counterparty, that is a Lender or another well capitalized and nationally recognized hedging counterparty.

Debt. Create, incur, assume assume, guarantee or suffer to exist, in any way become ----- liable for any additional Funded Debt or permit any of its Subsidiaries to create, incur, assume or suffer to existexist any Current Debt, or permit any Debt other than:Subsidiary to do so, except (i) in the case Funded Debt of the Borrower, Subordinated Debt; Borrower or any Foreign Subsidiary and Funded Debt of any Domestic Subsidiary of the type referred to in clause (ii) in below if, immediately after giving effect thereto and to the case concurrent repayment of any of its Subsidiariesother Funded Debt, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Consolidated Senior Funded Debt under the Loan Documents, shall not exceed an amount equal to 45% of Consolidated Net Tangible Assets, and (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Consolidated Funded Debt shall not be increased above the principal exceed an amount thereof outstanding immediately pror equal to such extension55% of Consolidated Net Tangible Assets, refunding or refinancingprovided, and the direct and contingent obligors therefor shall not be changedhowever, as a result of that no Foreign Subsidiary may create, -------- ------- incur, assume, guarantee or in connection with such extensionany way become liable for any additional Funded Debt permitted by this clause (i) unless, refunding or refinancingimmediately after giving effect thereto and to the concurrent repayment of any other Funded Debt, and provided further that the Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (F) other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred all Funded Debt of all Foreign Subsidiaries (other than any Funded Debt of a Foreign Subsidiary owing to in 5.02(a)(ii), any other such Subsidiary) shall not exceed $35,000,000 80,000,000, and further provided that the Borrower may not ---------------- guarantee (including in such term any other liability includible in any determination of Funded Debt of the Borrower) any Funded Debt of a Subsidiary if, after giving effect to such guarantee, the aggregate principal amount of all such Funded Debt so guaranteed would exceed, at any time outstanding, $50,000,000, (ii) Funded or Current Debt of any Domestic Subsidiary secured by Liens permitted by the provisions of clause (v) of Section 5.02(a) or unsecured and either issued or assumed by such Subsidiary in connection with payment to sellers of properties or businesses acquired by such Subsidiary or payable by such Subsidiary and outstanding at the time it became a Subsidiary, provided that no such Subsidiary may create, -------- incur, assume, guarantee or in any way become liable for any additional Funded or Current Debt permitted by this clause (ii) unless, immediately after giving effect thereto and to the concurrent repayment of any other Debt (A) the Debt limitations of clause (i) above will not thereby be violated, and (B) the aggregate principal amount of all Funded and Current Debt permitted by this clause (ii) plus, without duplication, the aggregate principal amount of all Funded and Current Debt of all Subsidiaries secured by Liens permitted by clauses (v) and (vi) of Section 5.02(a) shall not exceed an amount equal to 10% of Consolidated Net Tangible Assets; and further provided ---------------- that no Funded or Current Debt permitted by this clause (ii) shall be extended or renewed or remain outstanding after its stated maturity, (iii) Current Debt of the Borrower or any Foreign Subsidiary, and (iv) Funded or Current Debt of any Domestic Subsidiary to the Borrower or any other Domestic Subsidiary.

Debt. Create, incur, assume or suffer to exist, Shall not create or permit to exist any of its Subsidiaries to createDebt, incurincluding any guaranties or other contingent obligations, assume or suffer to exist, any Debt other than:except the following (“Permitted Debt”): (ia) in the case of the Borrower, Subordinated DebtObligations; (iib) in the case endorsement of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments checks for deposit or collection or similar transactions in the ordinary course of business; (c) accounts payable to trade creditors which commencing on and after January 1, 2008, are not aged more than ninety (90) days from billing date and current operating expenses (other than for borrowed money) which are not more than thirty (30) days past due, in each case incurred in the ordinary course of business and paid within such time period, unless the same are actively being Properly Contested; (d) purchase money Debt not exceeding $2,000,000 in aggregate principal amount at any time outstanding for Borrower and all Subsidiaries incurred to purchase Equipment, provided that the amount of such Debt shall not at any time exceed the purchase price of the Equipment purchased; and (Fe) other Debt for taxes not at the time due and payable or deferred taxes or which are being actively Properly Contested; (f) the Subordinated Term Loan Debt (as in effect on the Fifth Amendment Effective Date or as permitted to be amended hereunder), provided, that, each of the following conditions is satisfied as determined by Bank: (i) the aggregate principal amount of which, together with the aggregate indebtedness secured Subordinated Term Loan made by Subordinated Term Loan Lenders to Borrower on the Liens referred to in 5.02(a)(ii), Fifth Amendment Effective Date shall not exceed $35,000,000 5,000,000, less the aggregate amount of all repayments, repurchases or redemptions, whether optional or mandatory, in respect thereof, plus any interest in accordance with the terms of the Subordinated Term Loan Agreement (as in effect on the Fifth Amendment Effective Date or as permitted to be amended hereunder); (ii) Bank shall have received true, correct and complete copies of all of the Subordinated Term Loan Documents and all other agreements, documents, and instruments evidencing or otherwise related to the Subordinated Term Loan Debt, each as executed and delivered by the parties thereto; (iii) Borrower shall not, directly or indirectly, make any payments or prepayments in respect of the Subordinated Term Loan Debt, except that: (A) subject to the terms of the Subordinated Term Loan Intercreditor Agreement, Borrower may: (1) pay the fees and expenses payable to Subordinated Term Loan Agent and Subordinated Lenders on the date of the Fifth Amendment Effective Date in accordance with the terms of the Subordinated Term Loan Documents, including the first facility fee in the amount of $150,000 which is due and payable on the Fifth Amendment Effective Date, (2) pay any fees and expenses in connection with amendments, refinancings, extensions, providing consents, waiving defaults or granting forbearances of or with respect to the Subordinated Term Loan Documents to the extent such fees are customary and do not exceed market rates, (3) make prefunded capitalized interest payments in respect of the Subordinated Term Loan Debt in accordance with the terms of the Subordinated Term Loan Documents (as in effect on the Fifth Amendment Effective Date or as amended as permitted hereunder), in the form of additional indebtedness having substantially the same terms, (4) subject to clause (C) below, commencing on and after January 1, 2008, (A) without duplication, make regularly scheduled payments in cash of interest, on an unaccelerated basis, in respect of the Subordinated Term Loan Debt when due in accordance with the terms of the Subordinated Term Loan Documents (as in effect on the Fifth Amendment Effective Date or as amended as permitted hereunder) and (B) pay the facility fee in the amount of $62,500 and the first installment of the success fee in the amount of $125,000 which are due and payable on the first anniversary of the Fifth Amendment Effective Date, (5) subject to clause (C) below, commencing on and after January 1, 2008, make payments in cash of principal and interest in respect of the Additional Subordinated Term Loans when due in accordance with the terms of the Subordinated Term Loan Documents (as in effect on the Fifth Amendment Effective Date or as amended as permitted hereunder), and (6) subject to clause (C) below, on or after the Subordinated Term Loan Termination Date, repay the outstanding and unpaid balance of the Subordinated Term Loan Debt (including outstanding and unpaid principal and interest, the second installment of the success fee in the amount of $52,100 which is payable on the Junior Debt Termination Date, and any other fees and other amounts) in accordance with the terms of the Subordinated Term Loan Agreement (as in effect on the Fifth Amendment Effective Date or as amended as permitted hereunder); (B) upon the receipt by Borrower of Net Proceeds of (1) any disposition, whether by sale, lease, transfer, loss, damage, destruction, casualty, condemnation or otherwise (including any such transaction effected by way of merger or consolidation), of any stock or other property (whether real, personal or mixed) of Borrower, but excluding dispositions of Inventory or Accounts, (2) the issuance or sale of any stock of Borrower or of any Subsidiary of Borrower (other than (x) the issuance of stock to employees of Borrower pursuant to an employee stock option plan, and (y) the issuance of stock to Borrower or any Subsidiary of Borrower), or (3) the issuance or incurrence of any Funded Debt (other than under this Agreement), then subject to clause (C) below, one hundred percent (100%) of such Net Proceeds may be applied to make a mandatory prepayment of principal in respect of the Subordinated Term Loan Debt but solely to the extent permitted under the Subordinated Term Loan Intercreditor Agreement; and (C) notwithstanding the foregoing, Borrower shall not make any payment or prepayment permitted by subsections (f)(iii)(A)(4), (f)(iii)(A)(5), (f)(iii)(A)(6) and (f)(iii)(B) above unless each of the following conditions is satisfied: (1) Bank shall have received not less than two (2) Business Days’ prior written notice of the intention of Borrower to make a mandatory prepayment permitted by clause (B) above, (2) prior to any such payment or prepayment, Bank shall have received the most recent Borrowing Base Certificate required to be delivered pursuant to Section 5.6(a) hereof, duly completed by Borrower, together with all supporting statements, schedules and reconciliations as required by Bank, (3) prior to any such payment or prepayment, Bank shall have received the most recent monthly consolidated and consolidating financial statements required to be delivered pursuant to Section 5.6(b) hereof, (4) as of the date of such payment or prepayment prior to December 31, 2007 and after giving effect thereto, using the most recent calculation of the Borrowing Base prior to the date of any such payment or prepayment, on a pro forma basis, Availability shall be greater than $2,500,000, (5) as of the date of such payment or prepayment on or after January 1, 2008 and after giving effect thereto, using the most recent calculation of the Borrowing Base prior to the date of any such payment or prepayment, on a pro forma basis, Availability shall be greater than $1,000,000, and (6) on the date of any such payment or prepayment and after giving effect thereto, no Event of Default shall exist or have occurred and be continuing; (iv) Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of the Subordinated Term Loan Debt or any of the Subordinated Term Loan Documents, except, that, Borrower may, after prior written notice to Bank, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion thereof (other than pursuant to payments thereof), or to reduce the interest rate or any fees payable in connection therewith, or to release any Liens in any assets and properties of Borrower or Obligor, or to make any covenants contained therein less restrictive or burdensome as to Borrower or Obligor or as is otherwise more favorable to Borrower or Obligor in the good faith determination of Bank, or (B) redeem, retire, defease, purchase or otherwise acquire the Subordinated Term Loan Debt (except pursuant to regularly scheduled payments permitted herein), or set aside or otherwise deposit or invest any sums for such purpose, (v) Borrower shall furnish to Bank all material notices or demands in connection with the Subordinated Term Loan Debt either received by Borrower or on its behalf promptly after the receipt thereof, or sent by Borrower or on its behalf concurrently with the sending thereof, as the case may be; and (vi) the Liens of Subordinated Term Loan Agent and the other terms of the Subordinated Term Loan Debt shall be subject to the Subordinated Term Loan Intercreditor Agreement; (g) other Subordinated Debt issued by Borrower subordinated in favor of Bank pursuant to an executed subordination agreement on terms and conditions satisfactory to Bank in all respects not exceeding $500,000 in aggregate principal amount at any time outstanding; (h) accrued pension fund and other employee benefit plan obligations and liabilities (provided, however, that such Debt does not result in the existence of any Event of Default hereunder); and (i) Debt existing on the Closing Date and not otherwise permitted under this Section 6.1, as set forth on Exhibit 6.1 hereto, and the renewal and refinancing (but not the increase in the aggregate principal amount) thereof.”

Debt. CreateWithout the express prior written consent of Lender, incur, assume or suffer to exist, or permit any of its Subsidiaries to Borrower shall not create, incur, assume or suffer to existexist indebtedness of any description whatsoever, any Debt other thanexcluding: (i) in the case of the Borrower, Subordinated Debt; (ii) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (Da) the 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 indebtedness evidenced by the Loan Documents, and provided further that Note; (b) the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement endorsement of negotiable instruments payable to Borrower for deposit or collection or similar transactions in the ordinary course of business, and ; (Fc) other Debt trade payables incurred in the aggregate principal ordinary course of business (d) the indebtedness listed on Schedule 2.1(1) hereto; and (e) indebtedness incurred pursuant to the terms of a senior secured revolving credit facility (the "Senior Credit Facility") in an amount of which, together with the aggregate indebtedness secured by the Liens referred not to in 5.02(a)(iiexceed Two Million Five Hundred Thousand Dollars ($2,500,000), shall provided that initially amounts outstanding under the Senior Credit Facility ("Permitted Borrowings") may not exceed $35,000,000 in the aggregate at any time outstanding12 One million Five Hundred Thousand Dollars ($ 1,500,000) and provided further that Permitted Borrowings shall be increased to (i) Two Million Dollars ($2,000,000) in the event that Borrower achieves EBITDA of Two Million Dollars ($2,000,000) for the fiscal year ended December 31, 1997 and (ii) Two Million Five Hundred Thousand Dollars ($2,500,000) in the event that Borrower achieves EBITDA of Two Million Dollars ($2,000,000) for the fiscal year ended December 31, 1997 and EBITDA of One Million Two Hundred and Fifty Thousand Dollars ($1,250,000) for any six (6) month period thereafter. EBITDA shall be calculated in accordance with generally accepted accounting principles consistently applied and evidenced by audited financial statements. Notwithstanding the foregoing, the financial statements for the six-month period need not be audited; provided that should Lender wish to have such financial statements audited, it may do so at Lender's sole cost and expense, by delivery of written notice to Borrower within ten (10) days following receipt of such statement, provided further that if such audit results in an EBITDA of less than $1,250,000 for such six-month period, then Borrower shall pay such expenses.

Debt. CreateWithout the prior consent of the Majority Tranche B Lenders, neither Lessee, Guarantor nor any Subsidiary will incur, create, assume or suffer permit to existexist any Debt, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other thanexcept: (i) Debt (including unfunded commitments) of Lessee or Guarantor existing on the Closing Date which is reflected in the case of the BorrowerFinancial Statements or is disclosed in Schedule 11, Subordinated Debtand any renewals, extensions, refinancings and modifications (but not increases) thereof; (ii) in accounts payable (for the case deferred purchase price of any of its Subsidiaries, Debt owed Property or services) from time to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt time incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of businessbusiness 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; (iii) Debt of Lessee under Hedging Agreements which are for bona fide business purposes and are not speculative; and (Fiv) Operating Equipment Lease Obligations; (v) other Debt of Lessee and its Domestic Subsidiaries, incurred or assumed, not to exceed $35,000,000 in the aggregate; (vi) Debt evidenced by Capital Lease Obligations and Purchase Money Debt, provided that in no event shall the aggregate principal amount of whichCapital Lease Obligations and Purchase Money Debt permitted by this clause (vi) exceed $30,000,000 at any time outstanding; (vii) Debt with respect to surety bonds, together appeal bonds or custom bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of the Lessee or any of its Subsidiaries or in connection with judgments that do not result in a Lease Default or a Lease Event of Default, provided that the aggregate indebtedness secured outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (vii) shall not at any time exceed $5,000,000; and (viii) Debt of any Foreign Subsidiary of Lessee or Guarantor the Liens referred proceeds of which Debt are used for such Foreign Subsidiary's and/or their Foreign -51- Subsidiaries' working capital and general corporate purposes ("Foreign Subsidiary Indebtedness") (ix) Debt for borrowed money assumed by Lessee or one of its Subsidiaries, or of a Subsidiary of Lessee acquired, pursuant to in 5.02(a)(ii)an acquisition or merger permitted pursuant to the terms of this Agreement, provided that such Debt shall not exceed $35,000,000 65,000,000 in the aggregate at any time outstandingand such Debt was not incurred in connection with, or in anticipation or contemplation of such permitted acquisition or merger; and provided further that the aggregate amount of Debt permitted pursuant to this clause (ix) that has a scheduled maturity date that is earlier than the Revolver shall not exceed $30,000,000.

Debt. Create, incur, assume or suffer to existexist any Debt, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other thanexcept: (i) in the case of the Borrower, Subordinated Debt; (ii) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (Aa) Debt created under the Loan Documents,; SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT (Bb) Guaranteed Debt incurred of Navistar International in connection with respect of Debt under the Securitization or 2009 Senior Note Indenture governing the transactions listed on Schedule 5.02(b)(iii)(B) to the extent 8.25% Senior Notes due November 1, 2021 and any Permitted Additional Senior Notes, in an aggregate principal amount for all such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed $1,450,000,000, and (ii) any refunding, refinancing, restructuring, renewal or replacement, in whole or in part, of such Debt; provided, that the aggregate $10,000,000 at any time outstanding,Refinancing Conditions are satisfied; (Dc) the Surviving Debt other Existing Debt, and any Debt extending the maturity of, or refunding refunding, replacing, restructuring, renewal or refinancing, in whole or in part, any Surviving Existing Debt; provided, that the Refinancing Conditions are satisfied; (d) Debt secured by Liens permitted by Section 6.02(d); 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, and provided further that the aggregate outstanding principal amount of all such Surviving Debt, together with the aggregate amount of Capital Lease Obligations permitted under Section 6.01(e), shall not exceed at any time the greater of (x) $100,000,000 and (y) 2% of the Consolidated Net Tangible Assets at the time of the incurrence thereof; provided, further, that the aggregate outstanding principal amount of all such Debt secured by Liens upon or in PMSI Inventory permitted by Section 6.02(d) shall not exceed $30,000,000 at any time; (e) Capital Lease Obligations; provided that the aggregate outstanding principal amount of all such Capital Lease Obligations, together with the aggregate amount of Debt permitted under Section 6.01(d), shall not exceed at any time the greater of (x) $100,000,000 and (y) 2% of the Consolidated Net Tangible Assets at the time of the incurrence thereof; (f) Debt in respect of Hedge Agreements incurred in the ordinary course of business and consistent with prudent business practice; (g) intercompany Debt between Borrower and/or a Restricted Subsidiary of Navistar International; (h) Subordinated Debt; (i) other Debt not to exceed in the aggregate $200,000,000 at any time outstanding; (j) Guaranteed Debt of Borrower with respect to (x) obligations of NFC under the Receivables Facility and (y) obligations with respect to Navistar International’s financial service operations in Mexico; provided that the aggregate amount of all such Guaranteed Debt shall not be increased above exceed $112,000,000 at any time outstanding; (k) Debt under the principal amount thereof outstanding immediately pror to such extension, refunding or refinancing, Master Intercompany Agreements 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization,Support Agreement; (El) indorsement Debt under Permitted Receivables Financings; (m) Debt incurred by Borrower constituting reimbursement obligations with respect to letters of negotiable instruments for deposit or collection or similar transactions credit issued in the ordinary course of business, andincluding, without limitation, letters of credit in response to worker’s compensation claims or self-insurance; (Fn) Debt arising from agreements of Borrower providing for adjustment of purchase price, earn-out or other similar obligations, in each case, incurred or assumed in connection with any acquisition permitted under Section 6.06; SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT (o) obligations in respect of performance and surety bonds and completion guarantees provided by Borrower in respect of obligations arising in the ordinary course of business and not constituting Debt the aggregate principal amount for Borrowed Money; (p) Debt consisting of whichnotes issued to current or former employees, together officers or directors in connection with the redemption or repurchase of Equity Interests held by such Persons in an aggregate indebtedness secured by the Liens referred to amount not in 5.02(a)(ii), shall not exceed excess of $35,000,000 in the aggregate 10,000,000 at any time outstanding; (q) Debt consisting of take-or-pay obligations contained in supply agreements entered into by Borrower in the ordinary course of business; (r) Debt in respect of any Sale/Leaseback Transaction with respect to the purchase of tooling and related manufacturing equipment in the ordinary course of business; (i) Debt in respect of the Term Loan Documents and any amendments thereof permitted under the Loan Documents, in an aggregate principal amount for all such Debt not to exceed $1,050,000,000 at any time outstanding and (ii) any refunding, refinancing, restructuring, renewal or replacement, in whole or in part, of such Debt; provided that, in the case of any such refunding, refinancing, restructuring, renewal or replacement, the Refinancing Conditions are satisfied; (t) other Debt; provided that (i) no Default or Event of Default shall be continuing at the time of the incurrence thereof or result therefrom, (ii) in the case of secured Debt, entry into an intercreditor agreement in a form substantially similar to the Collateral Cooperation Agreement or in another form reasonably acceptable to the Administrative Agent, (iii) the collateral (if any) for such Debt shall not include any Borrowing Base Collateral and (iv) scheduled maturity of such Debt (or, in the case of Guaranteed Debt, the primary obligation in respect thereof) shall be beyond the Scheduled Maturity Date; (u) Investments to the extent constituting Debt (as defined in clause (i) or (j) in the definition of “Debt”); (v) Guarantees issued by Borrower in connection with Recovery Zone Bonds; and (w) Indebtedness of Borrower arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five business days after incurrence. The accrual of interest and the accretion or amortization of original issue discount on Debt and the payment of interest in the form of additional Debt originally incurred in accordance with this Section 6.01 will not constitute an incurrence of Debt.

Debt. CreateNeither Borrower shall, nor shall either of them permit any Material Subsidiary to, incur, assume or suffer to existcreate, assume, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, exist any Debt other thanexcept: (i) in the case of the Borrower, Subordinated DebtThe Obligations; (ii) in Existing Debt (other than Debt arising out of the case of any of its SubsidiariesPE Obligation to Purchase and, after the Closing Date, Debt owed under the Existing Credit Agreement) as described on the consolidated balance sheet of Borrowers (and notes thereto) dated June 30, 1995 furnished to the Borrower or Banks prior to a wholly-owned Subsidiary of the Borrower; anddate hereof; (iii) in the case of the Borrower Unsecured trade debt incurred, and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the Surviving Debt and any Debt extending the maturity of, or refunding or refinancingcash advances received from customers, 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions each case in the ordinary course of business, and; (Fiv) Unsecured intercompany Debt incurred by either Borrower or any Material Subsidiary to either Borrower or any wholly-owned Subsidiary, except that neither Borrower shall make any payments on account of any such Debt if, at the time such payment is to be made, any Default or Event of Default has occurred and is continuing, or if, after giving effect to such payment, any Default or Event of Default would result; (v) Debt which is subordinated to the Obligations on terms acceptable to the Required Banks in their sole discretion; (vi) Unsecured obligations to banks and other Debt financial institutions (A) to reimburse them for liabilities under letters of credit, bankers assurances, bank guarantees, and payment and performance bonds, issued by any such institution to support either Borrower's or any Subsidiary's performance obligations to customers which have advanced money to such Person in the ordinary course of business and/or payment obligations to suppliers of goods or services, or (B) under foreign exchange or interest rate hedge arrangements, provided, that the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), Debt which may be outstanding at any time under this clause (vi) shall not exceed Ten Million Dollars ($35,000,000 10,000,000); (vii) Debt described in the aggregate at any time outstanding.Subparagraph 5.02(d)(xiii) and Subparagraph 5.02(e);

Debt. Create, Borrower will not incur, assume create, assume, or suffer permit to exist, and will not permit any Subsidiary to incur, create, assume, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other thanDebt, except: (ia) Debt to Lender; (b) Existing Debt described on SCHEDULE 3 hereto; and (c) Debt incurred to finance the purchase of property to be used in the case ordinary course of the Borrower's business in an aggregate amount during any one fiscal year not to exceed Two Hundred Fifty Thousand Dollars ($250,000.00). Craftmade International, Subordinated Debt; (ii) in the case of Inc. First Amended and Restated Credit Agreement 25 32 Section 8.2 Limitation on Liens. Borrower will not incur, create, assume, or permit to exist, and will not permit any Subsidiary to incur, create, assume, or permit to exist, any Lien upon any of its Subsidiariesproperty, Debt owed to assets, or revenues, whether now owned or hereafter acquired, except: (a) Liens disclosed on SCHEDULE 5 hereto; (b) Liens in favor of Lender; (c) Encumbrances consisting of minor easements, zoning restrictions, or other restrictions on the Borrower use of real property that do not (individually or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, ) materially affect the value of the assets encumbered thereby or materially impair the ability of Borrower or the Subsidiaries to use such assets in their respective businesses, and none of which is violated in any material respect by existing or proposed structures or land use; (Cd) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the Surviving Debt and any Debt extending the maturity ofLiens for taxes, assessments, or refunding other governmental charges which are not delinquent or refinancingwhich are being contested in good faith and for which adequate reserves have been established; (e) Liens of mechanics, in whole materialmen, warehousemen, carriers or in part, any Surviving Debt, provided other similar statutory Liens securing obligations that the terms of any such extending, refunding or refinancing Debt, are not yet due and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions incurred in the ordinary course of business; (f) Liens resulting from good faith deposits to secure payments of worker's compensation or other social security programs or to secure the performance of tenders, and statutory obligations, surety and appeal bonds, bids, or contracts (Fother than for payment of Debt) in the ordinary course of business; and (g) Liens created to secure purchase money Debt permitted by SECTION 8.1(c) provided that such Liens do not extend to or cover any property of Borrower other Debt than the aggregate principal amount of which, together property being acquired with the aggregate indebtedness secured Debt permitted by the Liens referred to in 5.02(a)(iiSECTION 8.1(c), shall not exceed $35,000,000 in the aggregate at any time outstanding.

Debt. CreateNeither the Borrower nor any Restricted Subsidiary will incur, incurcreate, assume or suffer to existexist any Debt, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other thanexcept: (ia) in the case Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Borrower, Subordinated Debt; (ii) in the case of any of its Subsidiaries, Debt owed to the Borrower Notes or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt other Indebtedness arising under the Loan Documents,; (Bb) Debt incurred in connection with existing on the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 Closing Date which is reflected in the aggregate,Financial Statements or is disclosed in Schedule 9.01, and any renewals, extensions or refinancings (but not increases) thereof; (Cc) Capitalized Leases not Debt (unrelated to exceed in the aggregate $10,000,000 at any time outstanding, (DUnrestricted Subsidiaries and other than for borrowed money) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions incurred in the ordinary course of businessbusiness in connection with Hydrocarbon transportation, andHydrocarbon purchasing or other similar arrangements, provided that such arrangements are disclosed to the Agent and the costs of the financing related to such arrangements are incorporated into the Engineering Reports provided to the Agent; (Fd) other Debt under Hedging Agreements with a Lender or another counterparty rated BBB+ by Standard & Poor's Ratings Services or better (or the equivalent rating by another nationally recognized rating service), the notional amounts of which, with respect to commodity Hedging Agreements, do not exceed 80% of Borrower's anticipated oil and/or gas production from producing wells to be prod▇▇▇▇ during the term of such 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 and its Subsidiaries' operations; (e) So long as the Threshold Amount equals the Aggregate Commitments and no Borrowing Base Deficiency has occurred which is continuing, additional Debt (including, without limitation, guarantees of Debt of Unrestricted Subsidiaries) with an outstanding aggregate principal amount not at any time in excess of which$5,000,000; provided, together with however, that the aggregate indebtedness Borrowing Base shall be reduced by the amount of all such Debt outstanding at any time which is in excess of $1,500,000. (f) Debt secured by the Liens referred permitted by clause (x) of the definition of "Excepted Liens"; provided that such Debt is discharged within 180 days of the relevant acquisition or merger; (g) Debt consisting of a pledge of investments in Unrestricted Subsidiaries permitted by clause (xii) of the definition of "Excepted Liens"; provided that such Debt is recourse solely to the investment so pledged; (h) loans and advances between the Restricted Subsidiaries, to any Restricted Subsidiary from the Borrower and to the Borrower from any Restricted Subsidiary; (i) Debt approved by the Majority Lenders which is subordinated on terms satisfactory to the Majority Lenders to the payment of the Indebtedness (with the Borrowing Base in 5.02(a)(ii), shall not exceed $35,000,000 effect from time to time being reduced by an amount equal to any effect upon the Borrowing Base occasioned by such subordinated Debt in the aggregate at any time outstandingjudgment of the Majority Lenders).

Debt. CreateNeither the Borrower nor any Subsidiary will incur, incurcreate, assume or suffer permit to existexist any Debt, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other thanexcept: (ia) in the case Notes or other Obligations or any guaranty of or suretyship arrangement for the Borrower, Subordinated DebtNotes or other Obligations; (iib) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and its Subsidiaries existing on the Closing Date (other than the Senior Notes and the UBOC Credit Agreement) which is reflected in the Financial Statements or is disclosed in Schedule 9.01, and any of its Subsidiaries,renewals or extensions (but not increases) thereof; (Ac) Debt under accounts payable (for the Loan Documents, (Bdeferred purchase price of Property or services) Debt from time to time incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of businessbusiness which, if greater than 120 days past the invoice or billing date, are being contested in good faith by appropriate proceedings, provided that reserves adequate under GAAP shall have been established therefor; (d) purchase money Debt and Debt under capital leases (as required to be reported on the financial statements of the Borrower pursuant to GAAP) in addition to any obligations that are Debt as permitted under Section 9.05, not to exceed $10,000,000, provided, however, that the obligations due under the Hanover Processing Agreement shall not be considered capital lease obligations for purposes of the limitation on capital leases contained in this Section 9.01(d); (e) Debt in addition to any Debt not otherwise permitted this Section 9.01 that is unsecured and not to exceed $10,000,000 in the aggregate outstanding at one time; (f) on and after the date on which the Aggregate Maximum Credit Amount has been reduced to $125,000,000 or less, Subordinated Debt in an amount not to exceed $40,000,000 in the aggregate outstanding at any one time, provided that such Subordinated Debt has (i) a final maturity after September 30, 2014 and (ii) no sinking fund payments, scheduled principal payments, or mandatory redemption obligations on or prior to September 30, 2014; (g) the Senior Notes and any refinancings, renewals or extensions (but not increases) of the Senior Notes, provided that any such refinancing (i) provides for a final maturity after September 30, 2014, (ii) has no sinking fund payments, scheduled principal payments, or mandatory redemption obligations on or prior to September 30, 2014, and (iii) is otherwise pursuant to terms and conditions satisfactory to the Required Lenders, provided further that if any such refinancing is being accomplished by using the proceeds from an issuance of preferred stock of the Borrower, then such issuance complies with Section 9.18 hereof; (h) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties of the Borrower and its Subsidiaries; (i) Hedging Agreements covering (i) estimated oil and gas production from proved Oil and Gas Properties of the Borrower or any Guarantor; provided, however, that such Hedging Agreements related to oil or gas production shall not, either individually or in the aggregate, cover more than 90% of estimated production of oil or gas of the Borrower and the Guarantors for each individual period covered by the Hedging Agreements and (ii) fluctuations in interest rates for notional principal amounts not to exceed at any time outstanding 80% of the Debt for borrowed money of the Borrower and its Consolidated Subsidiaries; and (Fj) other Debt under the aggregate UBOC Credit Agreement in a maximum principal amount of whichnot to exceed (i) until the Aggregate Maximum Credit Amount has been reduced to $125,000,000, together with $75,000,000, (ii) thereafter until the aggregate indebtedness secured by the Liens referred Aggregate Maximum Credit Amount has been reduced to in 5.02(a)(ii)$100,000,000, shall not exceed $35,000,000 in the aggregate 100,000,000, and (iii) thereafter, at any time outstandingafter the Aggregate Maximum Credit Amount has been reduced below $100,000,000, $125,000,000.

Debt. Create, incur, assume or suffer to exist, Incur or permit any of its Subsidiaries to create, incur, assume or suffer to exist, Incur any Debt other than: (i) in Debt under the case of Loan Documents, the Borrower, Subordinated DebtFirst Lien Loan Documents and the Second Lien Loan Documents; (ii) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases (other than Surviving Debt) not to exceed in the aggregate $10,000,000 at 7,500,000; (iii) the Surviving Debt; (iv) unsecured Debt of the Parent ("Permitted Parent Debt") that (A) is not subject to any time outstanding, guarantee by any Subsidiary of the Parent, (B) will not mature prior to the date that is ninety-one (91) days after the Termination Date, (C) has no scheduled amortization or payments of principal, (D) does not permit any payments in cash of interest or other amounts in respect of the Surviving Debt principal thereof for at least five (5) years from the date of the issuance or incurrence thereof, and any Debt extending (E) has mandatory prepayment, repurchase or redemption, covenant, default and remedy provisions customary for senior discount notes of an issuer that is the maturity ofparent of a borrower under senior secured credit facilities, or refunding or refinancing, in whole or in parttaken as a whole; provided, any Surviving Debtsuch Debt shall constitute Permitted Parent Debt only if both before and after giving effect to the issuance or incurrence thereof, provided no Default or Event of Default shall have occurred and be continuing, it being understood that the terms of any capitalized or paid-in-kind interest or accreted principal on 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror to such extension, refunding constitute an issuance or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result incurrence of or in connection with such extension, refunding or refinancing, and provided further that the Existing Credit Agreement shall be terminated in whole upon the completion Debt for purposes of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (F) other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate at any time outstanding.this proviso;

Debt. Create, incur, assume assume, or suffer to exist, or permit any of its Subsidiaries Restricted Subsidiary to create, incur, assume assume, or suffer to existexist (unless failure to so permit would constitute a breach of fiduciary duty), any Debt other thanDebt, except: (i1) in the case Debt of the BorrowerCompany under the Credit Documents, Subordinated Debtprovided, that at no time shall (a) Debt arising from the Credit Agreement exceed $150,000,000 or (b) Debt arising from the 1996 Master Lease Agreement exceed $300,000,000; (ii2) Debt described in Schedule IIIB, but no renewals, extensions, or refinancings thereof; (3) Accounts payable to trade creditors for goods or services which are not aged more than ninety (90) days from billing date incurred in the case ordinary course of business and paid within the specified time, unless contested in good faith and by appropriate proceedings; (4) Debt of any of its Subsidiaries, Debt owed Restricted Subsidiary to the Borrower Company provided such Debt complies with any applicable requirements set forth in Section 4.8; (5) Debt of the Company arising with respect to Company's commitment to provide funds to any Financed Franchisee or to a wholly-owned any Financed Subsidiary of so long as such commitment to provide funds complies with the Borrower; andrequirements set forth in Section 4.8; (iii6) Debt which constitutes indebtedness for borrowed money owed by a Financed Franchisee to a Person other than the Company which indebtedness is in existence on the case of the Borrower date such Financed Franchisee becomes a Financed Subsidiary, and any renewal, extension or refinancing of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt, provided provided, that the terms both before and after giving effect to such Financed Franchisee becoming a Financed Subsidiary no Default or Event of any such extending, refunding Default shall exist or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documentsbe continuing, and provided further further, that the outstanding principal amount of such Debt shall at no time exceed the principal amount of such Surviving Debt outstanding on the date such Financed Franchisee becomes a Financed Subsidiary; (7) Debt which is secured by Liens of the type described in clauses (9), (10), (11) or (12) of Section 4.1; (8) Debt which constitutes Current Pay Subordinated Debt, provided, that (i) both before and after giving effect to the incurrence of such Debt no Default or Event of Default shall not have occurred or be increased above continuing and (ii) if such Current Pay Subordinated Debt had been incurred as of the last day of the then most recently ended fiscal quarter of the Company, after giving effect to the incurrence of such Debt no Default or Event of Default would have existed; (9) Debt which constitutes Non-Current Pay Subordinated Debt, provided that both before and after giving effect to the incurrence of any such Non- Current Pay Subordinated Debt no Default or Event of Default shall exist or be continuing; (10) Debt of the type permitted by Sections 4.4, 4.5, 4.8(1)(b), (c) and (d) and 4.9; (11) Debt of the Company arising under the BWRE Guaranty, provided that (a) the principal amount thereof outstanding immediately pror to such extensionof indebtedness guaranteed by the BWRE Guaranty shall at no time exceed $7,350,000 and (b) so long as the BWRE Guaranty shall remain outstanding, refunding or refinancing(i) the only assets of BWRE shall be the BWRE Parcels, those certain Land and Building Leases, each dated February 16, 1996, between Boston West, L.L.C., as tenant, and the direct and contingent obligors therefor shall not be changedBWRE, as a result of landlord, relating to the BWRE Parcels and all rights as landlord arising under such Land and Building Leases and (ii) Stores shall be operated on the BWRE Parcels; (12) Debt incurred or assumed in connection with such extensionInvestments and other acquisitions permitted under this Agreement, refunding or refinancingprovided, and provided further that the Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (F) other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), such Debt shall not exceed $35,000,000 25,000,000 at any one time outstanding; and (13) Unsecured Debt not of the type described in the foregoing clauses (1) through (12) in an aggregate principal amount not to exceed at any one time outstandingoutstanding Twenty-Five Million Dollars ($25,000,000); provided, that (i) before and after giving effect to the incurrence of such Debt no Default or Event of Default shall have occurred or be continuing and (ii) if such unsecured Debt had been incurred as of the last day of the then most recently ended fiscal quarter of the Company, after giving effect to the incurrence of such unsecured Debt no Default or Event of Default would have existed.

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to Borrowers shall not create, incur, assume or suffer to existexist any Debt, any Debt other thanexcept: (ia) the Obligations incurred in accordance with this Agreement; (b) Capital Leases which do not exceed One Hundred Thousand Dollars ($100,000) in the case aggregate, provided that, Borrowers may propose, an each anniversary of the BorrowerClosing Date, Subordinated Debta modification to this Section 7.1(b) subject to the review and written approval of Lender, such approval not to be unreasonably withheld alter taking into consideration of all relevant circumstances as determined by Lender, including but not limited to coverage ratios and Net Operating Cash Flow forecasts; (iic) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; andobligations secured by Permitted Encumbrances; (iiid) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred Indebtedness in connection with a Hedging Agreement approved in writing by Lender; (e) accounts payable and accrued expenses, liabilities or other obligations to pay the Securitization deferred purchase price of property or services, from time to time incurred in the transactions listed on Schedule 5.02(b)(iii)(Bordinary course of business which are (i) to not delinquent or otherwise greater than ninety (90) days past the extent such Debt does date of invoice and do not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed 250,000 in the aggregate $10,000,000 at any time outstanding,or (ii) being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with the Accounting Standards; (Df) letters of credit, surety or other Bonds incurred in the Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, ordinary course of business approved in whole or writing 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 advance by the Loan Documents, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization,Lender; (Eg) indorsement endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, ; and (Fh) other Debt the aggregate principal amount of which, together incurred with the aggregate indebtedness secured by prior written consent of Lender, such consent not to be unreasonably withheld or delayed, and fully subordinated to the Liens referred Obligations pursuant to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate at any time outstandinga Subordination Agreement.

Debt. CreateThe Parent will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to existexist any Debt, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other thanexcept: (ia) the Notes or other Secured Indebtedness and the U.S. Notes or other U.S. Secured Indebtedness; (b) the Guarantee by the Parent or any Restricted Subsidiary of any Debt of any Restricted Subsidiary that is otherwise permitted hereunder so long as such Guarantee guarantees not more than the percentage of such Debt that equals the percentage of common equity owned directly or indirectly by the Parent or any Restricted Subsidiary, as applicable, in such Restricted Subsidiary at the case time such Guarantee is executed; (c) Debt of the BorrowerParent or any Restricted Subsidiary to the Parent or any other Restricted Subsidiary; (d) Debt outstanding on the date hereof and set forth on Schedule 9.02, Subordinated including without limitation the Existing Debt; (e) Debt of a Person which becomes a Restricted Subsidiary after the date hereof, provided that (i) such Debt existed at the time such Person became a Restricted Subsidiary and was not created in anticipation thereof, (ii) in the case of any of its Subsidiaries, Debt owed immediately after giving effect to the Borrower acquisition of such Person by the Parent or to a wholly-owned Subsidiary Restricted Subsidiary, no Default or Event of the Borrower; and Default shall have occurred and be continuing and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) that all Debt incurred in connection under this clause (e), together with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(Ball Debt incurred pursuant to clause (j) to the extent such Debt below, does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed US$45,000,000 in the aggregate $10,000,000 at any one time outstanding,; (Df) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and; (Fg) Debt consisting of performance bonds, surety bonds, appeal bonds, injunctions bonds and other obligations of a like nature provided by the Parent or any Restricted Subsidiary; (h) Non-Recourse Debt in an aggregate amount outstanding at any time not to exceed US$15,000,000; (i) Debt constituting Permitted Investments; (j) Debt incurred to finance the aggregate principal amount acquisition, construction or improvement of whichfixed or capital assets (including, without limitation, obligations in connection with Capital Leases) secured by Liens permitted by Section 9.03(i); provided that all Debt incurred under this clause (j), together with the aggregate indebtedness secured by the Liens referred all Debt incurred pursuant to in 5.02(a)(ii)clause (e) above, shall does not exceed $35,000,000 US$45,000,000 in the aggregate at any one time outstanding; (k) other Debt not to exceed US$65,000,000 in the aggregate at any one time outstanding; (l) Debt associated with worker’s compensation claims, unemployment insurance laws or similar legislation incurred in the ordinary course of business; (m) Taxes, assessments or other governmental charges which are not yet due or are being contested in good faith in accordance with Section 7.09; (n) Debt 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) such Debt is not secured by any Lien, (iii) such Debt does not have any scheduled amortization of principal prior to the Maturity Date, (iv) such Debt has a stated maturity no earlier than 91 days after the Maturity Date, (v) such Debt does not have mandatory redemption events that are not Events of Default hereunder, (vi) such Debt does not prohibit prior repayment of Loans or the U.S. Loans, and (vii) at the time any such Debt is incurred, the Global Borrowing Base then in effect (and to the extent the issuer or guarantor of such Debt is the Parent or a U.S. Guarantor, U.S. Borrowing Base) shall be automatically reduced by the lesser of (A) an amount equal to the product of 0.25 multiplied by the stated principal amount of such Debt, rounded to the nearest US$1,000,000 and (B) if requested by the Parent, an amount (which may be zero) approved by the Required Lenders and, if applicable, the Required U.S. Lenders, and the Global Borrowing Base (and, if applicable, U.S. Borrowing Base) as so reduced shall become the new Global Borrowing Base (and, if applicable, U.S. Borrowing Base) immediately upon the date of such issuance or assumption, effective and applicable to the Parent and the Borrower, the Global Administrative Agent, each Issuing Bank and the Lenders on such date until the next redetermination or modification thereof hereunder. For purposes of this Section 9.02(n), the “stated principal amount” shall mean the stated face amount of such Debt without giving effect to any original issue discount; (o) Any renewals, refinancings or extensions of (but, except to the extent permitted herein, not increases in (except to cover premiums or penalties)) any Debt described in clauses (d), (e), (j) or (n) of this Section 9.02; provided, however, that any refinancing of Debt described in clause (n) shall comply with the provisions of such clause (n); (p) Debt consisting of the financing of insurance premiums if the amount financed does not exceed the premium payable for the current policy period; (q) Debt consisting of obligations to deliver commodities, goods or services, including, without limitation, Hydrocarbons, in consideration of one or more advance payments so long as delivery of such commodities, goods or services is due within 60 days of such advance payment; and (r) Debt consisting of deferred put premiums on Swap Agreements entered into the Parent or any Restricted Subsidiary with Approved Counterparties; (s) Debt incurred by the Parent or any Restricted Subsidiary as a result of credit support (in the form of cash) provided by, or on behalf of, counterparties pursuant to any Swap Agreement, not to exceed the amount of such cash held by the Parent or such other Restricted Subsidiary; and (t) Debt incurred by the Parent or any Restricted Subsidiary as contemplated by the ▇▇▇▇▇▇▇ Shale Transaction, including, without limitation, in the form of Guarantees of the obligations of MLP Opco in an aggregate amount not to exceed US$4,000,000 at any time outstanding.

Debt. CreateThe Borrower will not, incurand will not permit any Subsidiary to, assume or suffer to exist, incur or permit to exist any Debt, except: (a) Debt evidenced by the Notes or outstanding under either of the Revolving Credit Facilities not in default; (b) Debt of any Subsidiary to the Borrower or any other Subsidiary; (c) Debt existing as of March 31, 2000 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 either of the Revolving Credit Facilities; (d) 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 createthe issuance thereof, incur, assume there shall exist no Default or suffer to exist, any Debt other thanEvent of Default; and: (i) in the case ratio of the Borrower, Subordinated Debt; Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.70 to 1.00; (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 terms of this Agreement, 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 of any of its Subsidiariesmay be, Debt owed no earlier than the Maturity Date (as the same may be extended pursuant to Section 2.4) 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 wholly-owned Subsidiary of final maturity date prior to the Borrower; and Maturity Date, (iiiy) such additional Debt shall not exceed Eighty Million Dollars ($80,000,000.00) in the case aggregate plus Twenty Million Dollars ($20,000,000.00) of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt reimbursement obligations incurred in connection with the Securitization Non-Revolving Credit Facility Letters of Credit issued by a Bank or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in Banks or by any other financial institution; provided, however, that for purposes of determining the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving additional Debt for purposes of this subclause (y), the $30,000,000 of 8.375% mortgage notes of PG Energy maturing December 1, 2002 shall not be increased above the principal amount thereof outstanding immediately pror to such extension, refunding or refinancingincluded, and the direct and contingent obligors therefor (z) such additional Debt shall not be changed, borrowed from a Bank or Banks as a result loan or loans arising independent of this Agreement or either of the Revolving Credit Facilities or shall be borrowed from a financial institution that is not a Bank under this Agreement or either of the Revolving Credit Facilities. (h) existing short-term Debt of any entity specified in the definition of "Pending Acquisitions" that is assumed by the Borrower in connection with such extension, refunding or refinancing, and provided further that the Existing Credit Agreement shall be terminated in whole upon the completion consummation of any of the Securitization, Pending Acquisitions, so long as (Ei) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (F) other Debt the aggregate principal amount of which, together with such Debt assumed for all of the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall Pending Acquisitions does not exceed $35,000,000 in 100,000,000.00 and (ii) none of such Debt remains outstanding for more than 180 days after the aggregate at any time outstandingconsummation of the applicable merger, unless all or a portion of such Debt is refinanced with Debt otherwise permitted by other provisions of this Section 9.3.

Debt. CreateThe Borrower will not, incurand will not permit any ---- Subsidiary to, assume or suffer to exist, incur or permit to exist any Debt, except: (a) Debt evidenced by the Notes, the Long-Term Credit Facility Notes and Facility Letter of Credit Obligations not in default; (b) Debt of any Subsidiary to the Borrower or any other Subsidiary; (c) Debt existing as of June 30, 1998 as reflected on financial statements delivered under Section 6.2(b) and refin- ancings thereof other than Debt that has been refinanced by the proceeds of Loans or the proceeds of the Long-Term Credit Facility; (d) endorsements in the ordinary course of business of negotiable instruments in the course of collection; (e) Debt of the Borrower or any Subsidiary repre- senting the portion of the purchase price of property acquired by the Borrower or such Subsidiary that is secured by Liens per- mitted by the provisions of Section 9.2(d); provided, however, -------- ------- that at no time may the aggregate principal amount of such Debt outstanding exceed fifteen percent (15%) 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 create, incur, assume the issuance thereof there shall exist no Default or suffer to exist, any Debt other thanEvent of Default; and: (i) in the case ratio of the Borrower, Subordinated Debt; Con- solidated Total Indebtedness to Consolidated total Capitalization shall be no greater than 0.70 to 1.00; (ii) in the case ratio of any of its Subsidiaries, Debt owed EBDIT to the Borrower or pro forma Cash Interest Expense shall be no less than 2.25 to a wholly-owned Subsidiary of the Borrower1.00; and and (iii) in the case of the Borrower and any of its Subsidiaries, (A) such Debt under and Structured Securities shall have a final maturity or redemption date, as the Loan Documents, case may be, no earlier than the Maturity Date (as the same may be extended pur- suant to Section 2.4) and shall mature or be subject to redemp- tion or 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 pro- visions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such addi- tional Debt shall have a final maturity date prior to the Maturity Date, (y) such additional Debt shall not exceed Thirty- Five Million Dollars ($35,000,000.00) in the aggregate plus Five Million Dollars ($5,000,000.00) of reimbursement obligations incurred in connection with the Securitization Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution, and (z) such additional Debt shall be borrowed from a Bank or Banks as a loan or loans arising independent of this Agreement or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the Surviving Debt and any Debt extending the maturity of, Long- Term Credit Facility Agreement 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon borrowed from a financial institution that is not a Bank under this Agreement or the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (F) other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate at any time outstandingLong-Term Credit Facility Agreement.

Debt. Create, The US Borrower will not incur, assume create, assume, or suffer permit to exist, and will not permit any Subsidiary to incur, create, assume, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (a) Debt and Contingent Liabilities pursuant to the Loan Documents; (b) Extensions, renewals, refundings, amendments or replacements of Debt permitted by clause (a) above or clause (c) below provided that no such extension, renewal, refunding or replacement shall (i) if such Debt is Subordinated Debt, amend or modify any subordination provisions, if any, contained in the original Debt so that the Debt, as extended, renewed or replaced, is no longer Subordinated Debt, (ii) shorten the fixed maturity the Debt being refinanced, (iii) increase the principal amount of the Debt being refinanced by an amount greater than the lesser of (A) reasonable fees and expenses incurred in connection with such refinancing and (B) an amount equal to five percent (5.00%) of the principal amount of the Debt being refinanced, or (iv) increase the rate of interest to a rate greater than the current market rate at the time of the extension, renewal, refunding, or replacement of the original Debt; (c) Senior unsecured Debt and Subordinated Debt so long as (i) the US Borrower has delivered a Compliance Certificate concurrently with the issuance thereof demonstrating pro forma compliance with Sections 11.1, 11.2 and 11.3 of this Agreement, (ii) the covenants and financial ratios under instruments or agreements governing such Debt are not more restrictive than such covenants under this Agreement as reasonably determined by the US Administrative Agent, (iii) the scheduled maturity of such Debt is at least 30 days past the scheduled Termination Date and no amortization payments, mandatory prepayments, or repurchases of such Debt are required thereunder other thanthan at the scheduled maturity thereof, and (iv) the US Borrower and its Subsidiaries are in compliance with the covenants set forth in this Agreement, both before and after giving effect to each incurrence of such Debt; (d) The following secured Debt: provided that, the aggregate principal amount of all such Debt shall not exceed 10% of the US Borrower’s consolidated Net Worth at any time and neither the US Borrower nor any Subsidiary may enter into additional Debt of the type described in this clause (d) if a Default or Event of Default is continuing or entering into the additional Debt could reasonably be expected to cause or result in a Default or Event of Default: (i) in the case of the Borrower, Subordinated Debt;purchase money Debt or Capital Leases; and (ii) in Existing Debt and Contingent Liabilities described on Schedule 10.1 hereto; (e) Debt of the case US Borrower to a Guarantor that is a Domestic Subsidiary other than a de minimus Subsidiary or of any of its Subsidiaries, Debt owed a Guarantor to the US Borrower, so long as such Debt is evidenced by an Intercompany Note; (f) Debt of the US Borrower or to a wholly-owned Subsidiary which is not a Domestic Subsidiary and a Guarantor or of the Borrower; and (iii) in the case of the Borrower a Subsidiary to another Subsidiary which is not a Domestic Subsidiary and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent a Guarantor so long as such Debt is evidenced by an Intercompany Note and does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed 2,000,000, in the aggregate $10,000,000 outstanding at any time outstanding,time; (Dg) Obligations of the Surviving Debt and US Borrower or 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 Subsidiary under real estate leases entered into and in the ordinary course of business; (h) Contingent Obligations under any instrument issued in connection therewith, are guaranty by the US Borrower or any Subsidiary of obligations as lessee under any lease which is otherwise permitted by the Loan Documents, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization,under this Agreement; (Ei) indorsement Debt constituting deposits to secure the performance of negotiable instruments bids, trade contracts (other than for deposit or collection or similar transactions borrowed money), leases, statutory obligations, surety and appeal bonds and performance bonds and other obligations of a like nature that are incurred in the ordinary course of business, and (F) other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred not to in 5.02(a)(ii), shall not exceed $35,000,000 2,000,000 in the aggregate at any time outstanding; (j) Indemnities arising under agreements entered into by the US Borrower or any Obligated Party in the ordinary course of business; and (k) Debt arising on account of deferred Taxes, deferred workers compensation liabilities or deferred employee medical liabilities.

Debt. Create, incur, assume or suffer to exist, Shall not create or permit to exist any of its Subsidiaries to createDebt, incurincluding any guaranties or other contingent obligations, assume or suffer to exist, any Debt other than:except the following ("Permitted Debt"): (ia) in the case of the Borrower, Subordinated DebtThe Obligations; (iib) in the case Endorsement of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments checks for deposit or collection or similar transactions in the ordinary course of business; (c) Commencing on and after January 1, 2008, accounts payable to trade creditors which are not aged more than ninety (90) days from billing date and current operating expenses (other than for borrowed money) which are not more than thirty (30) days past due, in each case incurred in the ordinary course of business and paid within such time period, unless the same are actively being Properly Contested; (d) Purchase money Debt not exceeding $2,000,000 in aggregate principal amount at any time outstanding for Borrower and all Subsidiaries incurred to purchase Equipment, provided that the amount of such Debt shall not at any time exceed the purchase price of the Equipment purchased; and (Fe) other Debt for taxes not at the time due and payable or deferred taxes or which are being actively Properly Contested; (f) Debt issued by Borrower subordinated in favor of Lenders pursuant to an executed subordination agreement on terms and conditions satisfactory to Lenders in all respects not exceeding $500,000 in aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate at any time outstanding; (g) Accrued pension fund and other employee benefit plan obligations and liabilities (provided, however, that such Debt does not result in the existence of any Event of Default hereunder); and (h) The Senior Loan Obligations and any Debt existing on the Closing Date as set forth on Exhibit 6.1 hereto, and the renewal and refinancing (but not the increase in the aggregate principal amount) thereof.

Debt. CreateThe Borrower shall not, incureither directly or indirectly, assume create, assume, incur or suffer to existhave outstanding any Debt (including purchase money indebtedness), or permit become liable, whether as endorser, guarantor, surety or otherwise, for any debt or obligation of its Subsidiaries to createany other Person, incur, assume or suffer to exist, any Debt other thanexcept: (ia) the Obligations under this Agreement and the other Loan Documents; (b) obligations of the Borrower for Taxes, assessments, municipal or other governmental charges; (c) obligations of the Borrower for accounts payable, other than for money borrowed, incurred in the ordinary course of business; (d) Debt of the Borrower to any domestic Restricted Subsidiary and Debt of Borrower to Unrestricted Subsidiaries in an amount not to exceed Five Hundred Thousand and 00/100 Dollars ($500,000.00) in the case of the Borroweraggregate, Subordinated Debt; (ii) in the case or Debt of any of its Subsidiaries, Debt owed domestic Restricted Subsidiary to the Borrower or another domestic Restricted Subsidiary not to a wholly-owned Subsidiary of the Borrower; and exceed Five Hundred Thousand and 00/100 Dollars (iii$500,000.00) in the aggregate; provided, in each case of above, that, if requested by the Borrower Bank, such Debt shall be evidenced by a note in form and any of its Subsidiaries, (A) Debt under substance reasonably satisfactory to the Bank and pledged and delivered to the Bank pursuant to the Loan Documents, (B) Debt incurred in connection with Documents as additional collateral security for the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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 DocumentsObligations, and provided further that the obligations under any such note shall be Subordinated Debt; (e) that certain Unsecured Promissory Note dated March 9, 2005 made in the original principal amount of $2,650,000 by Borrower payable to Midwest Minerals, Inc.; (f) Hedging Obligations incurred in favor of the Bank or an Affiliate thereof for bona fide hedging purposes and not for speculation; (g) Capitalized Lease Obligations, provided that the aggregate amount of all such Surviving Debt outstanding at any time shall not be increased above exceed [Five Hundred Thousand] and 00/100 Dollars ($500,000.00) in the aggregate; (h) Debt for Capital Expenditures incurred after the date of this Agreement; (i) Debt described on Schedule 9.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof outstanding immediately pror to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall is not be changed, as a result of or in connection with such extension, refunding or refinancing, and provided further that the Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization,increased; (Ej) indorsement other unsecured subordinated Debt, in addition to the Debt listed above, in an aggregate amount outstanding at any time not to exceed One Million and 00/100 Dollars ($1,000,000.00); and (k) Contingent Liabilities (i) in respect of negotiable instruments for deposit or collection or similar transactions its Unrestricted Subsidiaries to the extent incurred in the ordinary course of businessbusiness and for a face amount not to exceed, and in the aggregate, $500,000, and (Fii) other Debt the aggregate principal in respect of its Restricted Subsidiaries in an amount of which, together with the aggregate indebtedness secured by the Liens referred not to in 5.02(a)(ii), shall not exceed $35,000,000 500,000, in the aggregate at any time outstandingaggregate.

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other than: (i) in the case of the Borrower, Subordinated 140 110 (A) Debt owed to its Subsidiaries; so long as at the time of incurrence of such Debt;, foreclosure proceedings shall not have been commenced with respect to any stock or assets of such Subsidiaries, (B) Debt in respect of Hedge Agreements not entered into for speculative purposes and designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practice, and (C) Debt in respect of guarantees by the Borrower of the Obligations of Foreign Subsidiaries under bank overdraft facilities permitted under Section 5.02(b)(iii)(I) (ii) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-wholly owned Subsidiary of the BorrowerBorrower to the extent permitted under Section 5.02(f); and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents,. (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(Bsecured by Liens permitted by Section 5.02(a)(iv) not to the extent such Debt does not exceed $130,000,000 in the aggregateaggregate $10,000,000 at any time outstanding, (C) Capitalized Leases in an aggregate amount, calculated in accordance with GAAP, not to exceed in the aggregate $10,000,000 at any time outstanding, (D) 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, Documents and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization,141 111 (E) indorsement Subordinated Debt under the Subordinated Notes Indentures, (F) Debt of any Person that becomes a Subsidiary of the Borrower after the First Closing Date in accordance with the terms of Section 5.02(f) that is existing at the time such Person becomes a Subsidiary of the Borrower, (G) Debt in an aggregate principal amount not to exceed $5,000,000 outstanding at any time and consisting of letters of credit (other than Letters of Credit issued hereunder) and reimbursement obligations in respect thereof, (H) other Debt in an aggregate amount not to exceed $5,000,000 at any time outstanding, (I) in the case of Foreign Subsidiaries, Debt under bank overdraft facilities in an aggregate amount not to exceed $10,000,000 at any time outstanding; and (J) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (F) other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate at any time outstanding.

Debt. Create, incur, assume assume, or suffer to exist, or permit any of its Subsidiaries Subsidiary to create, incur, assume assume, or suffer to exist, any Debt other thanDebt, except: (i1) in the case Debt of the Borrower, Subordinated DebtBorrower under this Agreement or the Notes; (ii2) Debt described in the case of any of its SubsidiariesSchedule 4.14, Debt owed to the Borrower but no renewals, extensions, or to a wholly-owned Subsidiary of the Borrower; andrefinancing thereof; (iii3) in the case Debt of the Borrower and any of its each Subsidiary and each Guarantor subordinated on terms satisfactory to the Majority Banks to the Borrower's, Subsidiaries,' and Guarantors' respective obligations under this Agreement and the Notes; (A4) Accounts payable to trade creditors for goods or services and accrued liabilities incurred in the ordinary course of business; (5) Debt under of the Loan Documents,Borrower or any Subsidiary secured by Liens permitted by Section 6.01(7) not to exceed Five Million Dollars ($5,000,000) in the aggregate; (B6) Debt or other obligations incurred in connection with Earn Out Provisions. (7) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Capital Leases but not to exceed Four Million Dollars ($4,000,000); (8) Up to Five Million Dollars ($5,000,000) of unsecured Seller Notes of companies in Permitted Acquisitions; and (9) Up to One Million Five Hundred Thousand Dollars ($1,500,000) in other unsecured Debt. (10) Up to Five Million Dollars ($5,000,000) in the aggregate $10,000,000 at any time outstanding, (D) the Surviving Debt and of any Debt extending the maturity of, or refunding or refinancing, (other than Debt referred to 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or Sections 6.02(1) through 6.02(9) above) assumed in connection with such extension, refunding Permitted Acquisitions and which (i) has been paid or refinancing, and provided further that refinanced under Sections 6.02 (1) through 6.02(9) above within six (6) months from the Existing Credit Agreement shall be terminated in whole upon the completion date of closing of the Securitization,Permitted Acquisition or, if said six (6) months has not yet expired, is to be paid or refinanced under Sections 6.02 (E1) indorsement through 6.02(9) above within six (6) months from the date of negotiable instruments for deposit closing of the Permitted Acquisition provided that (ii) said repayment or collection or similar transactions in the ordinary course of business, and (F) other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred refinancing requirement does not apply to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate at any time outstandingvehicle financing obligations.

Debt. Create, incur, assume or suffer to exist, Shall not create or permit to exist any of its Subsidiaries to createDebt, incurincluding any guaranties or other contingent obligations, assume or suffer to exist, any Debt other than:except the following (“Permitted Debt”): (ia) in the case of the Borrower, Subordinated DebtThe Obligations; (iib) Endorsement of Items for collection in the case ordinary course of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; andbusiness; (iiic) in the case of the Borrower Debts which are payable to suppliers and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt other trade creditors and were incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, on ordinary and customary trade terms; (d) Purchase money Debt incurred to purchase Equipment; provided that the amount of such Debt shall not at any time (i) exceed the purchase price of the Equipment purchased or (ii) exceed in aggregate principal amount at any time outstanding for Obligors and their Subsidiaries, collectively, Three Million Five Hundred Thousand Dollars ($3,500,000); (e) Unsecured Subordinated Debt, if any, existing on the Closing Date and disclosed on Schedule 7.1, provided that a currently effective Subordination Agreement in respect thereof has been executed and delivered to Lender (for avoidance of any doubt, no Subordinated Debt is outstanding on the Closing Date); (f) Other Debt (if any) listed in Schedule 7.1, attached hereto and made a part hereof, to the extent such Debt exists as of the Closing Date and is not otherwise permitted by this Section 7.1, together with any Debt incurred in any refinancing or renewal thereof (each, a “Refinancing”), so long as the principal amount of such Refinancing is not greater than the existing principal amount of such Debt, the effective, all-in rate of interest rate to such Refinancing (including any applicable margin or spread thereto) is no greater than the effective, all-in rate of interest applicable to such Debt, the principal amount of such Refinancing does not amortize more quickly than the amortization applicable to such Debt, the maturity date of such Refinancing is no sooner than 180 days after the date specified in clause (a) of the definition of “Termination Date,” and the covenants, representations, warranties, and events of default related to such Refinancing are no more rigorous or onerous as to each Credit Party than those then existing in connection with such Debt; or (g) Debt of any Subsidiary which is a Credit Party to an Obligor or to another Subsidiary which is also a Credit Party; (h) Any Debt incurred under any Hedge Agreements entered into by an Obligor or any Subsidiary in the ordinary course of business and not for speculative purposes with Lender or a Lender Affiliate or with a separate counterparty otherwise acceptable to Lender; (i) Any Debt in respect of surety bonds, performance bonds and similar obligations not in connection with borrowed money in each case provided in the ordinary course of Obligors’ business, not to exceed, in the aggregate, Five Million Dollars ($5,000,000); and (Fj) other Any Debt the aggregate principal amount of whichto insurers, together with the aggregate indebtedness secured by the Liens referred not to in 5.02(a)(iiexceed One Million Dollars ($1,000,000), shall not exceed $35,000,000 in aggregate amount, incurred for the aggregate at any time outstandingpurpose of financing the payment of insurance premiums.

Debt. Create, incur, assume assume, or suffer to exist, or permit any of its Subsidiaries Guarantor to create, incur, assume assume, or suffer to exist, any Debt other thanDebt, except: (a) Debt of the Maker to M&T (i) in pursuant to the case of Revolving Loan and Term Loan Agreement dated December 15, 2000 between M&T and Maker (the Borrower"M&T AGREEMENT"); and (ii) as otherwise permitted by, Subordinated Debtand subject to the limitations set forth in, the Intercreditor Agreement; (iib) in Debt outstanding under this Note, the case of any of its Subsidiaries, Maker's Second Bridge Note or another Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; andPayee; (iii) in the case of the Borrower and any of its Subsidiaries, (Ac) Debt under the Loan Documents, disclosed on EXHIBIT B (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt, provided that the HUD Loan described therein are on terms reasonably satisfactory to Payee), but no voluntary prepayments, renewals, extensions, or refinancing thereof; (d) Debt subordinated on terms satisfactory to the Payee to the Maker's obligations under this Note and the Maker's Second Senior Bridge Note; (e) Debt of Maker to any Guarantor or 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror Guarantor 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization,Maker; (Ef) indorsement of negotiable instruments Accounts payable to trade creditors for deposit goods or collection or similar transactions services which are aged not more than ninety (90) days from the billing date and current operating liabilities (other than for borrowed money) which are not more than ninety (90) days past due, in each case incurred in the ordinary course of business, as presently conducted, and paid within the specified time, unless contested in good faith and by appropriate proceedings; and (Fg) other Debt incurred to finance the acquisition of fixed or capital assets and secured by Liens permitted by Section 1(j), including capital leases, provided that the aggregate principal balance of all such Debt does not exceed such amount of which, together with the aggregate indebtedness secured as permitted by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate M&T Agreement at any time outstandingtime.

Debt. CreateThe Borrower will not, and will not permit any other Loan Party to, incur, create, assume or suffer to existexist any Debt, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other thanexcept: (ia) in the case Obligations arising under the Loan Documents or any guarantee of or suretyship arrangement for the Borrower, Subordinated DebtObligations arising under the Loan Documents; (iib) Debt under Capital Leases not to exceed 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, bonds or surety obligations required by Governmental Requirements or by third parties in the case ordinary course of any of its Subsidiariesbusiness in connection with the operation of, Debt owed to or provision for the Borrower or to a wholly-owned Subsidiary of abandonment and remediation of, the Borrower; andOil and Gas Properties; (iiid) in the case of intercompany Debt between the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization Guarantor or the transactions listed on Schedule 5.02(b)(iii)(B) between Guarantors to the extent permitted by Section 9.05(d); provided that such Debt does is not exceed $130,000,000 held, assigned, transferred, negotiated or pledged (other than pursuant to a Revolving Facility Security Instrument) 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 Obligations on terms set forth in the aggregate,Guarantee Agreement; (Ce) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and; (Ff) other unsecured Debt not to exceed the greater of (x) $10,000,000 and (y) 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, and any guarantees thereof; 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 outstanding on such date and (B) EBITDA for the four fiscal quarters (or, if applicable, the relevant annualized period determined in accordance with the definition thereof) ending on the last day of the fiscal quarter immediately preceding such date for which financial statements are available (including, if applicable, the Financial Statements)); provided that this clause (i) shall not apply to the incurrence of any such Debt that constitutes a refinancing of the Obligations or of other Debt incurred pursuant to this Section 9.02(g) to the extent that the aggregate principal amount of whichsuch refinancing Debt does not exceed the then outstanding 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, together with no Event of Default has occurred and is continuing or would result therefrom; (iii) such Debt does not have any scheduled principal amortization in excess of 1.0% of the aggregate indebtedness secured principal amount thereof per annum; (iv) such Debt does not have a scheduled maturity date or a date of mandatory Redemption in full sooner than the date which is 180 days after the Maturity Date; (v) such Debt does not have any mandatory Redemption, tender or sinking fund provisions (other than (A) customary change of control tender offer provisions and (B) customary asset sale tender offer provisions to the extent any amounts required to be Redeemed are permitted by the Liens referred terms of such Debt to in 5.02(a)(iibe applied first to the Obligations); (vi) no Loan Party or other Person guarantees such Debt unless such Loan Party or other Person has guaranteed the Obligations pursuant to the Guarantee Agreement; (vii) the terms of such Debt and any guarantees thereof: (A) are not more restrictive, taken as a whole, on the Loan Parties than the terms of this Agreement and the other Loan Documents (other than with respect to any applicable redemption or prepayment premiums, call protections, funding discounts, fees, interest, and other economic terms), (B) are 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 reasonably determined by the Borrower and (C) do not require (1) the maintenance or achievement of any financial performance standards or (2) other covenants that, in the case of this clause (2), taken as a whole, are more restrictive on the Loan Parties than the terms of this Agreement and the other Loan Documents, other than as a condition to taking specified actions; (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; (ix) the Borrower shall have complied with Section 8.01(q); and (x) any mandatory prepayments required pursuant to Section 3.04(c) shall have been made; (h) Debt of any Loan Party consisting of obligations to pay insurance premiums; (i) Debt in an aggregate amount not to exceed $35,000,000 1,000,000 representing deferred compensation (whether such deferred compensation is to be cash or stock-based compensation) of employees or directors of the Borrower or its Affiliates incurred in the aggregate at ordinary course of business or Debt to current or former directors and employees of the Borrower or its Affiliates, their respective estates, spouses or former spouses, to finance the purchase or redemption of Equity Interests permitted by Section 9.04; (j) Debt arising under the Revolving Facility Loan Documents or any time outstandingguarantee of or suretyship arrangement for the Revolving Facility Obligations arising under the Revolving Facility Loan Documents; and (k) Revolving Facility Obligations arising under Swap Agreements permitted by Section 9.18.

Debt. Create, incur, assume Become or suffer to existremain obligated for any Debt for borrowed money, or permit for any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other than: (i) in the case of the Borrower, Subordinated Debt; (ii) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization acquisition of any property, real or personal, tangible or intangible, except: (a) Indebtedness to Lenders (or their Affiliates) hereunder, including without limitation, Hedging Obligations and Special Letters of Credit; (b) Debt not otherwise permitted hereunder which is in existence as of the transactions listed Restatement Date and disclosed on Schedule 5.02(b)(iii)(B8.4(b) attached hereto, and any renewals or refinancing of such Debt in amounts not exceeding the scheduled amounts (less any required amortization according to the terms thereof), on terms no less favorable to Company and its Subsidiaries than in effect on the Restatement Date and otherwise in compliance with this Agreement, except for any less favorable terms which may result from changes in market rates; (c) current unsecured trade, utility or non-extraordinary accounts payable arising in the ordinary course of business and any unsecured letters of credit undertaken by such parties in the ordinary course of business outside the United States of America (and necessary under local customs and practices) to support such accounts payable; (i) purchase money Debt for fixed assets (including operating leases and capitalized leases or other non-cancelable leases having a term of 12 months or longer), (ii) Debt in respect of equipment leasing agreements (based on the extent aggregate lease payments during the term of such leases and all available extensions), (iii) Debt in respect of real property leases (based on the aggregate lease payments during the term of such leases and all available extensions) provided that the aggregate amount of the Debt permitted under clauses (i)-(iii) herein (excluding such Debt does as is set forth on Schedule 8.4(d) attached hereto) shall not exceed $130,000,000 in the aggregate,ten percent (10%) of Tangible Net Worth; (Ce) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, assumed pursuant to an acquisition conducted in whole or in part, any Surviving Debtcompliance with this Agreement, provided that the terms such Debt was not entered into, extended or renewed in contemplation 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, acquisition and provided further that the principal aggregate amount of all such Surviving Debt at any time outstanding shall not exceed ten percent (10%) of Tangible Net Worth; (f) Debt to third parties issued by any Foreign Subsidiary of Company in an aggregate amount at any time outstanding not to exceed seven and a half percent (7.5%) of Tangible Net Worth; provided that such Debt be issued and at all times maintained on a pari passu basis with the Indebtedness, if any, of such Foreign Subsidiary, or on a basis subordinate thereto, and pursuant to documentation containing covenants not more restrictive in the aggregate than the covenants contained in this Agreement (as determined by Agent and Required Lenders in their reasonable discretion) and provided further, however, that immediately before and immediately after such Debt is incurred, and giving effect thereto, no Default or Event of Default has occurred and is continuing (it being understood that for purposes of this Section 8.4(f), the granting of Liens which are permitted under Section 8.5 hereof shall not be increased above deemed to constitute the principal amount thereof outstanding immediately pror entry into more restrictive covenants or to such extensionbe other than on a pari passu basis); (g) Intercompany Loans, refunding or refinancingbut only to the extent permitted under the other applicable terms and limitations of this Agreement, including but not limited to Section 8.7 hereof, and guaranties permitted under Section 8.3 hereof; (h) unsecured Debt issued under Rule 144A of the direct Securities Act of 1933 or pursuant to a private placement in an aggregate amount for all such Debt issued under this subparagraph (but without giving effect to any repayments or principal reductions thereof) not to exceed Two Hundred Million Dollars ($200,000,000); provided that such Debt be issued and contingent obligors therefor shall all times maintained on a basis subordinate hereto, and pursuant to documentation containing covenants not be changedmore restrictive in the aggregate than the covenants contained in this Agreement (as determined by Agent and the Required Lenders in their reasonable discretion); provided further, as a result however, that immediately before and immediately after such Debt is incurred, and giving effect thereto, no Default or Event of or in connection with such extension, refunding or refinancing, Default has occurred and is continuing; and provided further that prior to or concurrently with the Existing Credit Agreement issuance of such Debt, the Company shall be terminated in whole upon prepay the completion Term Loan Advances by an amount equal to not less than 50% of the Securitization,proceeds of such Debt, net of normal and customary expenses of issuance payable to third parties; (Ei) indorsement customary representations, warranties and indemnification provisions entered into in connection with the sale, transfer or other disposition of negotiable instruments securities or other assets of the Company and its Subsidiaries permitted pursuant to Section 8.2(f); (j) the BCc Replacement Financing, the New Convertible Subordinated Debt and any other Subordinated Debt disclosed on Schedule 8.13 attached hereto, together with any refinancing of such Debt, subject to the following requirements: that such refinancing shall (i) be on terms and conditions substantially similar or more favorable for deposit the Company and its Subsidiaries to the existing Debt being refinanced, (ii) not increase the then outstanding principal amount of the Debt being refinanced, (iii) not take place while any Default or collection Event of Default shall have occurred and be continuing, or similar transactions when any Default or Event of Default shall reasonably be expected to result from such refinancing; and (iv) be subject to loan documentation for which draft copies (in substantially final form) are delivered to Agent not less than five (5) days prior to the ordinary course date of business, such refinancing (or a shorter time period if consented to by Agent); and (Fk) other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate at any time outstandingunsecured Commodities Hedging Obligations.

Debt. Create, incur, assume Become or suffer to existremain obligated for any Debt for borrowed money, or permit for any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other than: (i) in the case of the Borrower, Subordinated Debt; (ii) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization acquisition of any property, real or personal, tangible or intangible, except: (a) Indebtedness to Lenders (or their Affiliates) hereunder, including without limitation, Hedging Obligations and Special Letters of Credit; (b) Debt not otherwise permitted hereunder which is in existence as of the transactions listed Restatement Date and disclosed on Schedule 5.02(b)(iii)(B8.4(b) attached hereto, and any renewals or refinancing of such Debt in amounts not exceeding the scheduled amounts (less any required amortization according to the terms thereof), on terms no less favorable to Company and its Subsidiaries than in effect on the Restatement Date and otherwise in compliance with this Agreement, except for any less favorable terms which may result from changes in market rates; (c) current unsecured trade, utility or non-extraordinary accounts payable arising in the ordinary course of business and any unsecured letters of credit undertaken by such parties in the ordinary course of business outside the United States of America (and necessary under local customs and practices) to support such accounts payable; (i) purchase money Debt for fixed assets (including operating leases and capitalized leases or other non-cancelable leases having a term of 12 months or longer), (ii) Debt in respect of equipment leasing agreements (based on the extent aggregate lease payments during the term of such leases and all available extensions), (iii) Debt in respect of real property leases (based on the aggregate lease payments during the term of such leases and all available extensions) provided that the aggregate amount of the Debt permitted under clauses (i)-(iii) herein (excluding such Debt does as is set forth on Schedule 8.4(d) attached hereto) shall not exceed $130,000,000 in the aggregate,ten percent (10%) of Tangible Net Worth; (Ce) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, assumed pursuant to an acquisition conducted in whole or in part, any Surviving Debtcompliance with this Agreement, provided that the terms such Debt was not entered into, extended or renewed in contemplation 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, acquisition and provided further that the principal aggregate amount of all such Surviving Debt at any time outstanding shall not exceed ten percent (10%) of Tangible Net Worth; (f) Debt to third parties issued by any Foreign Subsidiary of Company in an aggregate amount at any time outstanding not to exceed seven and a half percent (7.5%) of Tangible Net Worth; provided that such Debt be issued and at all times maintained on a pari passu basis with the Indebtedness, if any, of such Foreign Subsidiary, or on a basis subordinate thereto, and pursuant to documentation containing covenants not more restrictive in the aggregate than the covenants contained in this Agreement (as determined by Agent and Required Lenders in their reasonable discretion) and provided further, however, that immediately before and immediately after such Debt is incurred, and giving effect thereto, no Default or Event of Default has occurred and is continuing (it being understood that for purposes of this Section 8.4(f), the granting of Liens which are permitted under Section 8.5 hereof shall not be increased above deemed to constitute the principal amount thereof outstanding immediately pror entry into more restrictive covenants or to such extensionbe other than on a pari passu basis); (g) Intercompany Loans, refunding or refinancingbut only to the extent permitted under the other applicable terms and limitations of this Agreement, including but not limited to Section 8.7 hereof, and guaranties permitted under Section 8.3 hereof; (h) unsecured Debt issued under Rule 144A of the direct Securities Act of 1933 or pursuant to a private placement in an aggregate amount for all such Debt issued under this subparagraph (but without giving effect to any repayments or principal reductions thereof) not to exceed Two Hundred Million Dollars ($200,000,000); provided that such Debt be issued and contingent obligors therefor shall all times maintained on a basis subordinate hereto, and pursuant to documentation containing covenants not be changedmore restrictive in the aggregate than the covenants contained in this Agreement (as determined by Agent and the Required Lenders in their reasonable discretion); provided further, as a result however, that immediately before and immediately after such Debt is incurred, and giving effect thereto, no Default or Event of or in connection with such extension, refunding or refinancing, Default has occurred and is continuing; and provided further that prior to or concurrently with the Existing issuance of such Debt, the Revolving Credit Agreement shall be terminated in whole upon the completion Aggregate Commitment is permanently reduced by an amount equal to not less than 50% of the Securitization,proceeds of such Debt, net of normal and customary expenses of issuance payable to third parties; (Ei) indorsement customary representations, warranties and indemnification provisions entered into in connection with the sale, transfer or other disposition of negotiable instruments securities or other assets of the Company and its Subsidiaries permitted pursuant to Section 8.2(f); (j) the BCc Replacement Financing, the New Convertible Subordinated Debt and any other Subordinated Debt disclosed on Schedule 8.13 attached hereto, together with any refinancing of such Debt, subject to the following requirements: that such refinancing shall (i) be on terms and conditions substantially similar or more favorable for deposit the Company and its Subsidiaries to the existing Debt being refinanced, (ii) not increase the then outstanding principal amount of the Debt being refinanced, (iii) not take place while any Default or collection Event of Default shall have occurred and be continuing, or similar transactions when any Default or Event of Default shall reasonably be expected to result from such refinancing; and (iv) be subject to loan documentation for which draft copies (in substantially final form) are delivered to Agent not less than five (5) days prior to the ordinary course date of business, such refinancing (or a shorter time period if consented to by Agent); and (Fk) other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate at any time outstandingunsecured Commodities Hedging Obligations.

Debt. CreateThe Parent and the Borrower will not, and will not permit any of the other Restricted Subsidiaries to, incur, create, assume or suffer to existexist any Debt, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other thanexcept: (ia) in the case Loans or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Borrower, Subordinated DebtLoans or other Indebtedness arising under the Loan Documents; (b) Debt of the Parent and its Restricted Subsidiaries (i) existing on the date hereof that is reflected on Schedule 9.02 and (ii) permitted to be incurred during an Investment Grade Period existing during any subsequent Borrowing Base Period to the extent the aggregate such Debt exceeds the amount permitted to be incurred under each of Section 9.02(c) and Section 9.02(i); (c) Debt under Finance Leases or that constitutes Purchase Money Debt; provided that the Debt permitted by this clause (c) shall not exceed, at the time any such Debt is incurred (and after giving effect to such incurrence) and together with all other Debt incurred pursuant to this Section 9.02(c), an aggregate principal amount equal to the greater of (i) $125,000,000 and (ii) (x) during a Borrowing Base Period, five percent (5%) of the Borrowing Base in effect at such time or (y) during an Investment Grade Period, two percent (2%) of Consolidated Net Tangible Assets as of the last day of the then most recently ended Rolling Period for which financial statements are available; (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 case of any of its Subsidiaries, Guaranty Agreement; (e) Debt owed to constituting a guaranty by the Borrower Parent or to by a wholly-owned Restricted Subsidiary of the Borrower; andother Debt permitted to be incurred under this Section 9.02; (iii) in the case of the Borrower and any of its Subsidiaries, (Af) Debt under the Loan Documents,Permitted Senior Unsecured Notes and guarantees thereof by any Credit Party; provided that after giving effect to the issuance thereof after the Effective Date, the application of the proceeds thereof, and any automatic reduction of the Borrowing Base pursuant to Section 2.07(e) on account thereof: (i) the Parent shall be in pro forma compliance with Section 9.01 as of the most recently ended fiscal quarter for which financial statements have been or are required to be delivered pursuant to Section 8.01(a) or Section 8.01(b) and (ii) no Event of Default or Borrowing Base Deficiency shall exist; (Bg) Debt incurred arising from agreements of the Borrower or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations (including earn-outs), in each case entered into in connection with the Securitization Investments in or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate,Transfers of any business, assets or stock permitted hereunder; (Ch) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement Borrower or any Restricted Subsidiary consisting of negotiable instruments for deposit or collection or similar transactions obligations to pay insurance premiums incurred in the ordinary course of business, and; (Fi) other Funded Debt; provided that the Funded Debt permitted by this clause (i) shall not exceed, at the time any such Funded Debt is incurred (and after giving effect to such incurrence) and together with all other Debt incurred pursuant to this Section 9.02(i), an aggregate principal amount equal to the greater of (i) $125,000,000 and (ii) (x) during a Borrowing Base Period, five percent (5%) of the Borrowing Base in effect at such time or (y) during an Investment Grade Period, two percent (2%) of Consolidated Net Tangible Assets as of the last day of the then most recently ended Rolling Period for which financial statements are available; (j) Permitted Junior Lien Debt; provided that (i) the amount of Permitted Junior Lien Debt that is secured by second priority Liens permitted by this clause (j) shall not exceed an aggregate principal amount equal to $350,000,000, (ii) such Permitted Junior Lien Debt (other than Permitted Refinancing Debt in respect of any such Permitted Junior Lien Debt) shall be issued solely in exchange for, or the net proceeds thereof shall be used solely to Redeem, Debt under the Permitted Senior Unsecured Notes in a single transaction or series of substantially contemporaneous related transactions and (iii) for the avoidance of doubt, no Permitted Junior Lien Debt may be issued or incurred during an Investment Grade Period; (k) Permitted Refinancing Debt in respect of Permitted Senior Unsecured Notes, Permitted Junior Lien Debt, Permitted Pari Term Loan Debt and Debt permitted under Section 9.02(b); (l) Permitted Pari Term Loan Debt incurred on or prior to the earlier of (x) April 24, 2024 and (y) the first Term Loan Facility Closing Date; provided that (i) the aggregate principal amount of whichPermitted Pari Term Loan Debt permitted by this clause (l) shall not exceed, together with at the time of incurrence thereof, an aggregate principal amount equal to the least of the following: (A) the Borrowing Base then in effect minus the Aggregate Elected Revolving Commitment Amounts then in effect, (B) an amount equal to the Aggregate Elected Revolving Commitment Amounts at such time and (C) an amount equal to thirty-three and one-third percent (33-1/3%) of the sum of (1) the Aggregate Elected Revolving Commitment Amounts then in effect plus (2) the aggregate indebtedness secured principal amount of Permitted Pari Term Loan Debt then outstanding (after giving effect to any such incurrence of Permitted Pari Term Loan Debt); and (ii) for the avoidance of doubt, no Permitted Pari Term Loan Debt may be issued or incurred during an Investment Grade Period; and (m) Debt not permitted by the Liens referred to foregoing clauses (a) through (l) which is approved in 5.02(a)(ii), shall not exceed $35,000,000 in writing by the aggregate at any time outstandingMajority Lenders.

Debt. Create, incur, assume or suffer to exist, or permit Neither the Borrower nor any of its Subsidiaries to createshall incur or maintain any Debt, incur, assume or suffer to exist, any Debt other than: : (a) the Obligations; (b) the Debt under the Term Loan Agreement and guarantees thereof; (c) Debt described on Schedule 6.9; (d) Capital Leases of Equipment and purchase money secured Debt incurred to purchase Equipment provided that (i) Liens securing the same attach only to the Equipment acquired by the incurrence of such Debt, and (ii) the aggregate amount of such Debt (including Capital Leases) outstanding does not exceed $10,000,000 at any time; (e) Debt of foreign Subsidiaries from time to time owing to Persons other than the Borrower or its Subsidiaries; provided, that (i) the aggregate amount of such Debt for all such foreign Subsidiaries under this clause (e) does not exceed $10,000,000 at any one time outstanding and (ii) the holder of any such Debt shall have no recourse against Borrower or any of its Subsidiaries organized within the United States and (f) Debt evidencing a refunding, renewal, increase or extension of the Debt described in clause (b) above or on Schedule 6.9; provided, that in each case (i) the principal amount thereof is not increased other than in the case of the Borrower, Subordinated Debt; (ii) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Term Loan Documents, (B) Debt incurred in connection with Agreement, the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases aggregate principal amount of which may be increased by an aggregate amount not to exceed in $75,000,000 so long as (u) no Default or Event of Default shall have occurred and then be continuing immediately before or after giving effect to such increase; (v) after giving pro forma effect to the aggregate $10,000,000 at any time outstanding, incurrence of such additional Debt and the use of the proceeds thereof, the pro forma ratio of trailing 12-month EBITDA to Interest Expense would be greater than 2.00:1.00, (Dw) the 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, and provided further that the principal amount date of such Surviving additional Debt shall not be prior to the scheduled maturity date of the Debt under the Term Loan Agreement as in effect on the date hereof, (x) the amortization payments in respect of such additional Debt shall be no more than ratable with the amortization payments under the Term Loan Agreement as in effect on the date hereof, (y) the interest rate margins in respect of such additional Debt shall not be increased above by more than 50 basis points over those in effect on the principal amount thereof outstanding immediately pror date hereof and (z) all other terms and documentation in respect of such additional Debt shall be satisfactory to Agent; (ii) the Liens, if any, securing such extensionrefunded, refunding renewed or refinancingextended Debt do not attach to any assets in 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 Debt as of the Closing Date shall become an obligor or guarantor thereof, and (iv) the direct terms of such refunding, renewal or extension are no less favorable to the Borrower, the Agent or the Lenders than the original Debt. Notwithstanding the foregoing, so long as no Event of Default has occurred and contingent obligors therefor shall is continuing, Borrower may incur additional unsecured Debt (excluding Guaranties) in an amount not be changed, as a result of or in connection with such extension, refunding or refinancing, and provided further that the Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (F) other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 20,000,000 in the aggregate at any time outstanding.

Debt. Create, incur, assume or suffer to existassume, permit, guarantee, or permit otherwise become or remain, directly or indirectly, liable with respect to any Debt, except: (a) Debt evidenced by this Agreement and the other Loan Documents; (b) (i) Debt resulting from Capitalized Lease Obligations and (ii) Debt incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof; provided that (x) such Debt under clause (ii) is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (y) the aggregate principal amount of such Debt permitted by this clause (b) shall not exceed the greater of $550,000 and 5% of EBITDA for the most recently ended four fiscal quarter period for which financial statements have been delivered in the aggregate at any one time outstanding; (c) Contingent Obligations resulting from the endorsement of instruments for collection in the ordinary course of business; (d) [reserved]; (e) [reserved]; (f) Debt owed to any Person providing property, casualty, liability, or other insurance to Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist, any which Debt other than: (i) in the case of the Borrower, Subordinated Debt; (ii) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt is incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, andso long as the amount of such Debt is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Debt is incurred; (Fg) other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 incurred in the aggregate at any time outstanding.ordinary course of business under performance, surety, statutory, and appeal bonds; (h) Debt incurred in the ordinary course of business with banks or financial institutions that arises in connection with cash management arrangements and related treasury services; (i) Debt existing on the date hereof and set forth in the Disclosure Statement;

Debt. CreateNo Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, assume or suffer to exist, or permit in any of its Subsidiaries to createmanner become liable, incurdirectly, assume indirectly, or suffer to existcontingently in respect of, any Debt other than:than the following (collectively, the “Permitted Debt”): (ia) in the case of the Borrower, Subordinated DebtObligations; (iib) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) intercompany Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) ordinary course of business owed by any Credit Party to the extent any other Credit Party provided that if such Debt does not exceed $130,000,000 constitutes an investment, such investment is also permitted under Section 6.3; (c) Debt in the aggregate, form of accounts payable to trade creditors for goods or services and current operating liabilities (Cother than for borrowed money) Capitalized Leases which in each case are not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the Surviving Debt and any Debt extending the maturity of, or refunding or refinancingmore than 90 days past due, 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions each case incurred in the ordinary course of business, andas presently conducted, unless contested in good faith and by appropriate proceedings; (Fd) (i) purchase money indebtedness and Capital Leases in effect on the Effective Date and set forth in Schedule 6.1(d) and (ii) such other purchase money indebtedness or Capital Leases incurred after the Effective Date; provided that, the aggregate outstanding principal amount of such purchase money indebtedness and Capital Leases incurred after the Effective Date shall not exceed $10,000,000 at any time; (e) Debt evidenced by the Existing Notes (including any interest paid-in-kind thereon) and subject to the terms and conditions of the Subordination and Intercreditor Agreement; (f) Debt in respect of Hedging Arrangements; (g) (i) the Existing Letters of Credit, in effect as of the Effective Date, so long as the face amount of the Existing Letters of Credit is not increased after the Effective Date, and (ii) other letters of credit issued by W▇▇▇▇ Fargo or other commercial banks reasonably satisfactory to the Borrower in the ordinary course of business provided that no more than an aggregate of $15,000,000 of letters of credit may be outstanding at any time pursuant to this Section 6.1(g); (h) Debt incurred pursuant to one or more loan agreements between the Borrower and CARBO Ceramics (Eurasia) LLC, a company duly organized and existing under the laws of Russia; provided that (i) such Debt is unsecured, (ii) the aggregate principal amount of whichsuch Debt outstanding at any time shall not to exceed $6,000,000.00, together with and (iii) such Debt is subordinated to the Debt under this Agreement and the other Credit Documents on terms reasonably acceptable to the Administrative Agent; (i) Debt in the form of insurance premium financings incurred in the ordinary course of business; (j) all Debt outstanding as of the Effective Date, which is described on Schedule 6.1(j); (k) without duplication, other unsecured subordinated Debt; provided that on the date such unsecured subordinated Debt is incurred the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), principal amount of such Debt and any other Debt previously incurred under this clause (k) shall not exceed the greater of $35,000,000 10,000,000 and 3% of Consolidated Net Tangible Assets; and (l) all refinancings or replacements of any of the Debt permitted under the foregoing clauses (a)-(k) provided that any such refinanced or replaced Debt in excess of $5,000,000 on an individual basis and $10,000,000 in the aggregate at any time outstandingconstitutes Refinancing Debt.

Debt. CreateNeither Holdings, the US Borrower nor any Subsidiary will incur, create, assume or suffer permit to existexist any Debt, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other thanexcept: (ia) in the case Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Borrower, Subordinated DebtNotes or other Indebtedness; (iib) Debt (including unfunded commitments) of the US Borrower or Holdings existing on the Closing Date which is reflected in the case of Financial Statements or is disclosed in Schedule 10.01, and any of its Subsidiariesrenewals, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; andextensions, refinancings and modifications (but not increases) thereof; (iiic) in accounts payable (for the case deferred purchase price of the Borrower and any of its Subsidiaries, (AProperty or services) Debt under the Loan Documents, (B) Debt from time to time incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of businessbusiness which, andif 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; (Fd) Debt of the US Borrower under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) Operating Equipment Lease Obligations; (f) other Debt of the US Borrower and its Domestic Subsidiaries incurred, not to exceed $35,000,000 in the aggregate; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of whichCapital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed $30,000,000 at any time outstanding; (h) Debt with respect to surety bonds, together appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of the US Borrower or any of its Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate indebtedness secured outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed $5,000,000; (i) Debt of any Foreign Subsidiary of the US Borrower or Holdings the proceeds of which Debt are used for such Foreign Subsidiary's and/or its Foreign Subsidiaries' working capital and general business purposes ("Foreign Subsidiary Indebtedness"); and (j) Debt for borrowed money assumed by the Liens referred US Borrower or one of its Subsidiaries, or of a Subsidiary of the US Borrower acquired, pursuant to in 5.02(a)(ii)an acquisition or merger permitted pursuant to the terms of this Agreement, provided that such Debt shall not exceed $35,000,000 65,000,000 in the aggregate at any time outstandingand such Debt was not incurred in connection with, or in anticipation or contemplation of such permitted acquisition or merger; and provided further that the aggregate amount of Debt permitted pursuant to this clause (j) that has a scheduled maturity date that is earlier than the scheduled Revolving Credit Termination Date shall not exceed $30,000,000.

Debt. CreateNo Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, assume or suffer to exist, or permit in any of its Subsidiaries to createmanner become liable, incurdirectly, assume indirectly, or suffer to existcontingently in respect of, any Debt other than:than the following (collectively, the “Permitted Debt”): (ia) in the case of the Borrower, Subordinated DebtObligations; (iib) in the case of any of its Subsidiaries, Prepetition Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries,Subsidiaries existing on the date hereof; (Ac) Debt under the Loan Documents,Reserved; (Bd) intercompany Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) ordinary course of business owed by any Credit Party to the extent any other Credit Party provided that if such Debt does not exceed $130,000,000 constitutes an investment, such investment is also permitted under Section 6.4; (e) Debt in the aggregate, form of accounts payable to trade creditors for goods or services and current operating liabilities (Cother than for borrowed money) Capitalized Leases which in each case are not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the Surviving Debt and any Debt extending the maturity of, or refunding or refinancingmore than 90 days past due, 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions each case incurred in the ordinary course of business, andas presently conducted, unless contested in good faith and by appropriate proceedings; (Ff) (i) purchase money indebtedness and Capital Leases in effect on the Effective Date and set forth in Schedule 6.2(f) and (ii) such other purchase money indebtedness or Capital Leases incurred after the Effective Date; provided that, the aggregate outstanding principal amount of such purchase money indebtedness and Capital Leases incurred after the Effective Date shall not exceed $5,000,000 at any time; (g) Reserved; (i) the Existing Letters of Credit, in effect as of the Effective Date, so long as the face amount of the Existing Letters of Credit is not increased after the Effective Date, and (ii) other letters of credit issued by ▇▇▇▇▇ Fargo or other commercial banks reasonably satisfactory to the Borrower in the ordinary course of business provided that no more than an aggregate of $15,000,000 of letters of credit may be outstanding at any time pursuant to this Section 6.2(h); (i) Debt incurred pursuant to one or more loan agreements between the Borrower and CARBO International (Eurasia) LLC, a company duly organized and existing under the laws of Russia; provided that (i) such Debt is unsecured, (ii) the aggregate principal amount of whichsuch Debt outstanding at any time shall not to exceed $300,000.00, together with and (iii) such Debt is subordinated to the Debt under this Agreement and the other Credit Documents on terms reasonably acceptable to the Lenders; (j) Debt in the form of insurance premium financings incurred in the ordinary course of business; (k) all Debt outstanding as of the Effective Date, which is described on Schedule 6.2(k); (l) all refinancings or replacements of any of the Debt permitted under the foregoing clauses (a)-(k) provided that any such refinanced or replaced Debt in excess of $5,000,000 on an individual basis and $10,000,000 in the aggregate indebtedness secured constitutes Refinancing Debt; and (m) Debt incurred pursuant to the existing corporate credit card services provided to Borrower by the Liens referred to in 5.02(a)(ii▇▇▇▇▇ Fargo and described on Schedule 6.2(m), provided that the aggregate principal amount of such Debt outstanding pursuant to this Section 6.2(m) shall not exceed $35,000,000 in the aggregate 315,000.00 at any time outstandingtime.

Debt. CreateThe Parent Group will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to existexist any Debt, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other thanexcept: (a) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness. (b) Debt existing on the date hereof that is reflected in the Financial Statements or in Schedule 9.02. (c) Permitted Pari Term Loan Debt and/or Permitted Junior Lien Term Loan Debt, and any guarantees thereof, incurred on or prior to July 1, 2023, in an aggregate principal amount not to exceed at the time of incurrence thereof the lesser of (i) in the case 100% of the Borrower, Subordinated Debt; amount of the Aggregate Elected Commitment Amount on such date and (ii) in the case of any of its Subsidiaries, Debt owed an amount equal to the Borrower or to a wholly-owned Subsidiary difference of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, Borrowing Base then in effect on such date minus (B) the Aggregate Elected Commitment Amount on such date, and, in each case, Permitted Refinancing Debt in respect thereof. (d) Purchase Money Debt and Debt under Capital Leases not to exceed $50,000,000 at any time outstanding. (e) Debt in respect of performance bonds, bid bonds, appeal bonds, surety bonds, completion guarantees and 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 thereto, in each case, not in connection with money borrowed and provided in the ordinary course of business or consistent with past practice in connection with the Securitization operation of the Oil and Gas Properties. (f) intercompany Debt between or among the transactions listed on Schedule 5.02(b)(iii)(B) Restricted Parties to the extent permitted by Section 9.05; provided that (i) such Debt does is not exceed $130,000,000 held, assigned, transferred, negotiated or pledged to any Person other than the Parent Group or one of its Wholly-Owned Subsidiaries or to secure the Indebtedness and any other Permitted Secured Term Debt permitted hereunder and (ii) any such Debt owed by a Credit Party shall be (A) subordinated to the Indebtedness on terms set forth in the aggregate,Intercompany Subordination Agreement and (B) shall not have any scheduled amortization prior to the date that is one (1) year after the earlier of (x) the Latest Maturity Date and (y) Payment in Full. (Cg) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and. (Fh) other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred not to in 5.02(a)(ii), shall not exceed $35,000,000 50,000,000 in the aggregate at any one time outstanding. (i) (i) the Existing Senior Notes and any guarantees thereof, (ii) any additional Senior Notes of the Parent, the Borrower and/or Finance Co and any guarantees thereof and (iii) any unsecured Permitted Refinancing Debt with respect to any such Debt described under clause (i) or (ii) hereof and any guarantees thereof; provided that no such Debt contemplated by clause (ii) or (iii) hereof shall be permitted unless, at the time of the incurrence or issuance thereof, (A) the Borrower shall have complied with Section 8.01(p), (B) (x) no Default has occurred and is then continuing and (y) after giving effect 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), no Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, (C) the Borrower shall be in compliance with Section 9.01(b), in each case calculated on a Pro Forma Basis after giving effect to such Debt incurrence, (D) the Borrowing Base shall be adjusted to the extent required by Section 2.07(e) and prepayment is made to the extent required by Section 3.04(c)(iii), and no Borrowing Base Deficiency would then exist after giving effect to such adjustment and prepayment, (E) 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, (F) such Senior Notes or Permitted Refinancing Debt do not mature sooner than the date which is one year after the Latest Maturity Date, (G) 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 Borrower in good faith, (H) such Senior Notes or Permitted Refinancing Debt do not have any mandatory prepayment or redemption provisions which would require a mandatory prepayment or redemption in priority to the Indebtedness (other than customary change of control or asset sale tender offer provisions (provided that, in case of an asset sale tender offer, amounts are permitted to be applied first to the Indebtedness)); provided that if such Senior Notes are issued to finance all or a portion of a direct or indirect acquisition of Oil and Gas Properties, 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 acquisition is not consummated by a certain date in an amount not to exceed the principal amount of such Senior Notes and any accrued interest thereon through the prepayment or redemption date, (I) 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, (J) if such Debt is senior subordinated or subordinated Debt, the terms of such Debt provide for customary subordination of such Debt to the Indebtedness and (K) no such Debt shall be secured by any Lien on any Property. (j) Debt constituting Investments permitted by Section 9.05 (other than Section 9.05(l)). (k) Debt under Swap Agreements permitted pursuant to Section 9.18. (l) Debt owed to insurance companies for premiums on policies required by Section 8.06. (m) Debt in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements. (i) Debt of a Person or Debt attaching to the assets of a Person that, in either case, becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such Person or any of its Subsidiaries) or Debt attaching to the assets that are acquired by the Borrower or any Restricted Subsidiary, in each case, after the Effective Date as the result of an Investment permitted under Section 9.05; provided that: (A) such Debt existed at the time such Person became a Restricted Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof; (B) such Debt is not guaranteed in any respect by the Borrower or any other Restricted Subsidiary; (C) (1) the Equity Interests of such Person are pledged to the Administrative Agent to the extent required under Section 8.13 and (2) such Person executes a supplement to the Guaranty and Security Agreement, to the extent required under Section 8.13; (D) the property acquired shall not constitute Borrowing Base Properties (and any Person acquired in such Investment (or any Restricted Subsidiary that survives a merger with such Person or any of its Subsidiaries) shall not own or hold any Borrowing Base Properties); and (E) immediately after giving effect to the assumption of any such Debt, such acquisition and any related transactions, the Borrower shall be in compliance with Section 9.01(b) on Pro Forma Basis; and (ii) any Permitted Refinancing Debt issued or incurred to refinance such Debt, so long as such Permitted Refinancing Debt is not guaranteed in any respect by the Borrower or any other Restricted Subsidiary. (o) all premiums (if any), interest (including post-position interest), fees, expenses, charges, and additional or contingent interest on obligations described in clauses (a) through (n) above.

Debt. CreateHolding will not, and will not permit any Subsidiary to, incur, assume or suffer to existcreate, assume, or permit to exist any of its Subsidiaries to createDebt, incur, assume or suffer to exist, any Debt other thanexcept: (ia) in Debt to the case of Banks pursuant to the Borrower, Subordinated DebtLoan Documents; (b) Debt evidenced by the Subordinated Loan Documents (and any refinancings or replacements of all or a portion thereof so long as (i) the weighted average maturity of such refinancing or replacement Debt is equal to or longer than the Subordinated Notes, (ii) in the case of any of its Subsidiaries, such refinancing or replacement Debt owed is subordinated to the Borrower Obligations to the same or to a wholly-owned Subsidiary of greater extent as the Borrower; and Subordinated Notes are so subordinated, and (iii) the covenants contained in any agreement evidencing such refinancing or replacement Debt are not more onerous, taken as a whole, as the covenants contained in the case of Subordinated Loan Documents); provided, however, that the Borrower aggregate amount outstanding under the Subordinated Notes (or any refinancing or replacement thereof) shall never exceed Nine Million Dollars ($9,000,000) minus all principal payments made under the Subordinated Notes; (c) Debt described on Schedule 12.1 hereto (but excluding the Previous Debt after the Closing Date), and any extensions, renewals or refinancings of its Subsidiaries, such existing Debt so long as (Ai) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing, and (ii) such Debt shall not be increased above the principal amount thereof outstanding immediately pror secured by any assets other than assets securing such Debt, if any, prior to such extensionrenewal, refunding extension or refinancing, ; provided that the Debt and the direct and contingent obligors therefor shall other monetary obligations owed to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ may not be changedrenewed, as a result of extended or refinanced except with advances under the Revolving Loans and must be repaid in connection with such extensionfull on or before April 30, refunding or refinancing, and provided further that the Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (F) other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate at any time outstanding.1997;

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other than: BellSouth Cure Claim (i) as that term is defined in the case Joint Plan); claims of the Borrower, Subordinated Debt; (ii) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt Investors under the Loan Documents, Old Debentures. 5.3(c) CONTINGENT LIABILITIES. Epicus Communications Group, Inc. 1750 Osceola Drive West Palm Beach, FL 3▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇d Parties: Re: Amended and Restated Purchase Agreement Gentlemen: This letter confirms certain agreements among Epicus Communications Group, Inc., a Florida corporation (B"Epicus"), and certain investors identified below (the "INVESTORS") Debt incurred in connection with the Securitization Purchase Agreement by and among Epicus and the Investors (the "PURCHASE AGREEMENT") as approved by that certain Order of the United States Bankruptcy Court, Southern District of Florida, West Palm Beach Division dated September 30, 2005 (the "ORDER") which authorized the Debtors' First Amended Joint Plan of Reorganization (the "PLAN"). The parties hereto acknowledge and agree that they intend to close the transactions described in the Order and Purchase Agreement on or about December 7, 2005 (the "CLOSING"), however, the Purchase Agreement and the documents described therein are to be amended and restated to encompass the terms provided on the term sheet attached hereto as Exhibit A (such agreements collectively referred to as the "AMENDED AND RESTATED Agreements"). Epicus and its officers agree to use their best efforts to deliver fully executed versions of the Amended and Restated Agreements no later than December 12, 2005. Until such execution and delivery, the Investors will disburse only those amounts provided for in the Plan. Upon execution and delivery of the Amended and Restated Agreements, the Investors shall advance such sums as are required by the Amended and Restated Agreements. Further, the Notes and Debentures signed on or about May 28, 2004 between the Company and the Investors (the "Old Debentures") shall be amended and restated to provide the following: 1. To reflect the actual amount currently due and owing of 5,247,262.89; 2. The conversion price shall be changed from a variable conversion price to a fixed conversion at 47.5 cents per share; 3. That such Notes and Debentures shall be guaranteed by Ocean Avenue Advisors, LLC ("OAA") by a non-recourse personal guaranty which shall be secured by a pledge of 100% of the common stock of Epicus owned by OAA and such pledge shall provide that after the second year, on a quarterly basis, OAA will allowed to sell such shares equal to the lesser of the following: a) the amount allowed by applicable securities laws and b) such proportion of the shares that is equal to the proportion of the total amount of cash or stock actually paid to the Investors against the total obligations owed to the Investors under the Old Debentures. 4. Furthermore, Mr. Haryman's and Aptek's Communications Products Inc.'s ("Aptek") s▇▇▇▇▇ ▇▇▇▇▇ ▇e subject to a lock-up agreement with the certificates being held in escrow by Bryan Cave, LLP. Mr. Haryman and Aptek will be allowed, on a quarter▇▇ ▇▇▇▇▇, to sell ▇▇ ▇▇ ▇▇,▇00 shares collectively per quarter, but only if the amount of shares proposed to be sold is in compliance with all securities laws and the Company, Haryman and Aptek are in compliance with all other agreements with the Investors. 5. Furthermore, Thomas Donaldson's shares shall be subject to a lock-up agreement wi▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇s being held in escrow by Bryan Cave, LLP. Mr. Donaldson will be allowed, on a quarterly basis, ▇▇ ▇▇▇▇ up to 5,▇▇▇ ▇▇▇▇▇▇ ▇er quarter, but only if the amount of shares proposed to be sold is in compliance with all securities laws and the Company, and Donaldson are in compliance with all other agreements with the Inves▇▇▇▇. Nothing contained herein shall limit or otherwise affect the rights or obligations of the parties under the Purchase Agreement. If you are in agreement with the foregoing, please execute this letter in the space indicated. Very truly yours, EPICUS COMMUNICATIONS GROUP, INC. By: __________________________ Name: Title: Accepted and agreed to date first written above AJW PARTNERS, LLC By: SMS Group, LLC /s/ Corey S. Ribotsky ____________________________________ Corey S. Ribo▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ OFFSHORE, LTD. By: First Street Mana▇▇▇ ▇▇, ▇▇▇ /▇/ Corey S. Ribotsky ____________________________________ Corey S. Ribo▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ QUALIFIED PARTNERS, LLC By: AJW Mana▇▇▇, ▇▇▇ /▇/ ▇▇▇ey S. Ribotsky ____________________________________ Corey S. Ribo▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇W MILLENNIUM CAPITAL PARTNERS II, LLC ▇▇: ▇▇▇▇▇ ▇▇▇▇▇▇ Manager II, LLP /s/ Corey S. Ribotsky ____________________________________ Corey S. Ribo▇▇▇▇ ▇▇▇▇▇▇▇ Accepted and agreed to date first w▇▇▇▇▇▇ ▇▇▇▇▇ /▇/ Gerard Haryman ______________________________________ Gerard Haryman, ▇▇ ▇▇▇▇▇▇▇▇▇l APTEK COMMUNICATIONS PRODUCTS INC. ▇▇: /▇/ ▇▇▇▇▇d Haryman ______________________________________ Gerard Haryman, ▇▇▇▇▇▇▇▇▇ OCEAN AVENUE ADVISORS, LLC By: /s/ Ira ▇▇▇▇▇▇ ______________________________________ Ira Miller, Member /▇/ ▇▇▇mas Donaldson ______________________________________ Thomas Donal▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ual ▇▇▇▇▇▇ ▇▇▇▇▇NICATIONS $ 3,750,000.00 INVESTMENT PROPOSED TERM SHEET FOR AMENDED AND RESTATED 9% ASSET BACKED CONVERTIBLE NOTES This final term sheet constitutes the agreed upon terms between the parties and is binding upon the undersigned. Issuer Epicus Communications Instrument $3,750,000 9% Convertible Note due three years after issuance. Conversion Price 40% of the volume weighted average price (VWAP) of the company's Common stock for the five days immediately prior to closing. Initial Market Price 100% of the volume weighted average price (VWAP) of the company's Common stock for the five days immediately prior to closing. Term 36 months Interest 9% maximum interest per annum payable monthly. Interest rate resets to zero for any monthly period in which the stock price is greater than 125% of the Initial Market Price. Principal Payment Repayment shall be in cash or in registered shares of common stock. The monthly amortization shall commence 180 days after closing according to a 30 month amortization schedule. At the Company's option, the Company may repay in common stock at the Conversion Price, otherwise all payments must be in cash. The Investor at its option may convert the note into common stock if the market price for the stock at the time of payment is above the Initial Market Price. If the Investor converts any stock prior to any monthly amortization payment, those conversions will be credited toward the next monthly principal amortization and interest payment due. Any conversions above the monthly principal amortization and interest payment due amount will be credit towards future payments. Warrants Investor shall receive for each $1.00 of Note investment warrants to purchase 2 shares of Company common stock with an exercise price of $.0027. Warrant terms shall include a five year term from date of issuance, exercise price equal to 100% of the initial market price per share, cashless exercise will be permitted for 144k tacking purposes. Warrants are callable by the company if price of stock exceeds 150% of initial market price. Upon calling the warrants company must pay investor intrinsic value of warrant at time of call. All existing warrants reset to the lesser of their strike price or the transactions listed Initial Market Price. Registration Rights With respect to the $ 3,750,000 the Company shall undertake to register pursuant to form SB-2 200% of the Company common stock underlying the convertible note and any warrants referred to herein with the SEC within 30 days of signature of the definitive agreements and the effectiveness of such registration shall be within 100 days of signature. Penalties of 2% of the outstanding principal balance (including accrued interest) per month shall apply if the registration is not effective within the allotted time frame. The penalty may be paid in cash or stock at the option of Investor, stock to be priced at average of 3 lowest intra-day trading prices within 20 trading days prior to penalty due date discounted by 50%, which due date shall be on Schedule 5.02(b)(iii)(Ba monthly basis. All shares for this transaction shall be segregated by the company for use in this transaction only. Company shall also provide irrevocable transfer agent instructions. Collateral The company shall provide a first lien on all assets of the Company. Additional Penalties For default events, minimum redemption of 130% x (outstanding principal + unpaid interest + any default and penalty payments due); Investor can request payment in shares if Company unable to pay. Defaults Each month, if a default shall occur, then the new Conversion Price shall be the lesser of the current Conversion Price or 25% of the volume weighted average price (VWAP) of the company's Common stock for the previous five days. The Investor for the month in which the default occurred may freely convert into Common Stock at the new Conversion Price. Call Premium Prepayment available at 130% multiplied by outstanding principal plus unpaid interest is only available as long as the stock price of the common stock of the Issuer is at $3.00 or less. If the price of the common stock of the Issuer is greater than $3.00 than the company can call these notes by prepaying the notes for Intrinsic Value plus unpaid interest. Intrinsic Value is computed by outstanding principal added to the product of the number of shares the notes are convertible into and the difference between the price of the common stock at the time of prepayment multiplied by the Conversion Price: Unpaid Interest + Outstanding Principal + (Number of shares underlying convertible note * (Market Price at time of redemption - Conversion Price) Additional Costs/Fees -Audit Fees: (if the company has outstanding audit expenses) -Any outstanding obligations owed by the Company, will be paid out of proceeds. ALL COSTS/FEES TO BE DEDUCTED FROM FUNDS AS APPLICABLE. Previous Debentures The definitive documentation shall amend debentures previously issued by the Company to the Investors such that the conversion price for such debentures shall be fixed at 80% of the volume weighted average price (VWAP) of the company's Common stock for the five days immediately prior to closing. Documentation The definitive documentation shall contain such additional provisions, including without limitation representations, warranties, covenants, agreements and remedies, as the Investor may reasonably request. Documents will include: -Secured Convertible Note Instrument -Registration Rights Agreement -Secured Convertible Note Purchase Agreement -Collateral Stock Pledge as collateral -Irrevocable Transfer Agent Instructions -Security Agreement (UCC), assets/receivables -Opinion of Legal Counsel -Subject to complete due diligence/and Use of Proceeds -Key Man Life Insurance required on all Key Executives -Application to American Stock Exchange -Acceptable evidence of valuation of Intellectual Property Confidentiality The Company agrees that it will not disclose, and will not include in any public announcement, the name of the Investor, unless expressly agreed to by the Investor or unless and until such disclosure is required by law or applicable regulation, and then only to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror to such extensionrequirement. Governing Law and Jurisdiction New York law, 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (F) other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate at any time outstanding.New York Courts

Debt. Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, any Debt other thanDebt, except: (i) in Debt under the case of the Borrower, Subordinated DebtLoan Documents; (ii) (A) Capitalized Leases, and (B) purchase money Debt incurred by the Borrower or any Restricted Subsidiary to finance the acquisition, lease, construction, repair, replacement or improvement of any fixed or capital assets; provided that (x) (i) such Debt is incurred concurrently with or no later than 270 days after the applicable acquisition, lease, construction, repair, replacement or improvement, and (y) the aggregate amount of Debt incurred pursuant to this clause (ii) shall not exceed the greater of (1) $25,000,000 and (2) 21.0% of EBITDA for the most recently completed Measurement Period$30,000,000 at any one time outstanding; (iii) any Existing Debt and any Permitted Refinancing Debt in respect of such Existing Debt; (iv) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates, commodity prices or currency exchange rates incurred in the case ordinary course of any of its Subsidiaries, business and consistent with prudent business practice; (v) Debt owed to the Borrower or to a wholly-owned any Subsidiary of the Borrower, which Debt shall be otherwise permitted under the provisions of Section 5.02(f); (vi) To the extent it constitutes Debt, Debt incurred by the Borrower or any of its Restricted Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of the Borrower or any such Restricted Subsidiary pursuant to such agreements, in connection with acquisitions permitted by Section 5.02(f) or Transfers permitted by Section 5.02(e); provided that, in respect of any Debt incurred hereunder pursuant to agreements providing for indemnification in connection with Transfers permitted by Section 5.02(e), such Debt shall not exceed the amount of net cash proceeds received from such Transfers; (vii) Debt which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal, completion guarantees, export or import indemnities, customs and revenue bonds or similar instruments, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the account of any Loan Party in the ordinary course of business, including guarantees or obligations of any Loan Party with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances (in each case other than for an obligation for money borrowed) or similar obligations incurred in the ordinary course of business; (viii) Debt of the Loan Parties incurred under the ABL Loan Documents (and any Permitted Refinancing Debt in respect thereof) in an aggregate principal amount not to exceed the amount permitted under the ABL Intercreditor Agreement; (ix) Debt of aany Restricted Subsidiary outstanding on the date such Restricted Subsidiary was acquired by the Borrower or any of its Subsidiaries or assumed in connection with the acquisition of assets from a Person (other than Debt incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Subsidiary of the Borrower or was otherwise acquired by the Borrower) in an acquisition permitted by Section 5.02(f) in an aggregate principal amount not to exceed $5,000,00011,500,000 at any time outstanding; (x) Debt consisting of the deferred purchase price of acquisitions permitted under Section 5.02(f); (xi) other unsecured Debt of the Borrower and its Restricted Subsidiaries in an unlimited amount so long as the Payment Conditions are satisfied and the Leverage Ratio, as calculated on a pro forma basis after giving effect to the incurrence of such Debt, is less than or equal to 3.00:1.00; (xii) [intentionally omitted]Debt of any Restricted Subsidiary that is not a Loan Party in an aggregate principal amount not to exceed $11,500,000 at any time outstanding; (xiii) Guaranteed Debt of any Loan Party in respect of Debt otherwise permitted under or not prohibited by this Section 5.02 (other than Debt permitted under Section 5.02(f)(xii)); (xiv) Debt arising in connection with endorsement of instruments for collection or deposit in the ordinary course of business; (xv) [intentionally omitted]; (xvi) Debt consisting of deferred purchase price or notes issued to officers, directors and employees to purchase equity interests (or options or warrants or similar instruments) of Parent (or any direct or indirect holding company of Parent) in an aggregate amount not to exceed the greater of (1) $2,500,000 and (2) 2.0% of EBITDA for the most recently completed Measurement Period$3,500,000 outstanding at any time; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (Bxvii) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 financing of insurance premiums in the aggregate, (C) Capitalized Leases an amount not to exceed the annual premiums in the aggregate $10,000,000 respect thereof at any one time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, ; and (Fxviii) other Debt the in an aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred outstanding not to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate at any time outstanding20,000,000.

Debt. CreateFOC will not create, incur, assume or suffer to exist, or permit any of its Subsidiaries Subsidiary to create, incur, assume or suffer to exist, any Debt other thanthan the following: (a) Debt of the Credit Parties under the Credit Documents; (b) Debt of FOC in respect of $150,000,000 in principal amount of its 6-5/8% Senior Notes due 2011; (c) Debt (commonly known as purchase-money debt) of FOC and its Subsidiaries incurred after June 30, 2008 to purchase, or to finance the purchase of, fixed assets and/or Debt incurred by FOC and its Subsidiaries after June 30, 2008 with respect to which the creditor has no recourse to the debtor, but only to the property securing such Debt; provided, however, that the aggregate cumulative principal amount of all such Debt referred to above shall not exceed $30,000,000; (d) Capitalized Leases permitted under Section 7.5; (e) Debt of FOC and the Borrower under Hedge Agreements with brokerage firms listed on Schedule 6, and Debt of Subsidiaries to FOC in respect of such Debt of FOC (incurred on behalf of such Subsidiaries in the purchase or sale of commodity futures contracts or related options) to such brokerage firms, in each case relating only to commodity hedging activity that is permitted pursuant to Section 7.4(k); provided, however, that (i) such Debt to Persons that are not Hedge Banks shall not exceed $25,000,000 in the aggregate at any time outstanding, without duplication, and (ii) cash collateral securing such Debt, whether to Persons that are or are not Hedge Banks, may not exceed $50,000,000 in the aggregate at any time; (f) Debt permitted by Section 7.8(c), (d) or (e); (g) the guaranty by the Subsidiaries of the obligations of FOC in respect of the Debt described in Section 7.4(b); (h) Debt of FOC or the Borrower under any Hedge Agreement entered into with the purpose and effect of hedging interest rates on a principal amount of Debt of such Credit Party that is accruing interest at a fixed or variable rate, provided that (i) the aggregate notional amount of such Hedge Agreement does not exceed 75% of the anticipated outstanding principal balance of the Debt to be hedged by such Hedge Agreement or 75% of an average of such principal balances calculated using a generally accepted method of matching interest-rate swap contracts to declining principal balances, (ii) the floating-rate index of each such Hedge Agreement hedging variable-rate Debt generally matches the index used to determine the floating rates of interest on the corresponding Debt to be hedged by such Hedge Agreement, (iii) the fixed-rate index of each such Hedge Agreement hedging fixed-rate Debt generally matches the fixed rate(s) of interest on the corresponding Debt to be hedged by such Hedge Agreement and (iv) each such Hedge Agreement is with a counterparty, or has a guarantor of the obligation of the counterparty, that is a Lender or another well capitalized and nationally recognized hedging counterparty; (i) in the case Debt of the Borrower, Subordinated Debtas purchaser, and FOC, as guarantor, in respect of the Utexam Transactions (or any substantially identical transaction with another Affiliate of BNP Paribas), provided that such Debt does not exceed, at any time outstanding, the sum of $300,000,000 plus the amount of any related transportation costs and expenses; (j) Debt of FOC, and guaranties of such Debt by the Subsidiaries, provided that (i) such Debt and guaranties are unsecured, (ii) the earliest maturity date of any portion of such Debt is at least 2 years after the Commitment Termination Date, (iii) the covenants in any agreement or instrument evidencing or otherwise relating to such Debt or guaranties are no more restrictive or burdensome than those in the case indenture evidencing the Debt described in Section 7.4(b), (iv) the interest payable on such Debt is at a commercially reasonable rate and (v) at the time of any issuance of its Subsidiariessuch Debt, FOC’s senior unsecured debt ratings from ▇▇▇▇▇’▇ and S&P (A) are at least B1 and B+, respectively, and (B) have not declined during the 6-month period ending on the date of issuance of such Debt; provided, however, that, if at the time of issuance of such Debt owed FOC’s senior unsecured debt is rated by only one of ▇▇▇▇▇’▇ and S&P, then the conditions set forth in clause (v) above shall apply only to the Borrower rating by that rating agency; (k) Debt of FOC or any Subsidiary under any Hedge Agreement entered into for the purpose and with the effect of hedging price risk on (i) oil or gas purchased or to be purchased by FOC or any Subsidiary for processing or consumption by any Subsidiary or (ii) petroleum products produced or to be produced by any Subsidiary, provided that each such Hedge Agreement at all times (A) ▇▇▇▇▇▇ or mitigates risk to which FOC or a whollySubsidiary has actual or projected exposure, (B) is permitted under the risk-owned management policy approved by FOC’s Board of Directors at the time such Hedge Agreement is entered into and (C) does not subject FOC or any Subsidiary of the Borrowerto any speculative risk; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (Fl) other Debt the aggregate principal amount of whichFOC and its Subsidiaries, together with the aggregate indebtedness secured by the Liens referred in addition to any permitted above in 5.02(a)(ii)this section, shall not exceed exceeding $35,000,000 20,000,000 in the aggregate at any time outstanding.

Debt. Create, incur, assume guarantee or suffer to existexist any Debt, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other thanexcept: (i) in the case of the Borrower, Obligations; (ii) Subordinated Debt; (iiiii) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; andPermitted Purchase Money Debt; (iii) in the case of the Borrower and any of its Subsidiaries, (Aiv) Debt under outstanding on the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions date hereof and listed on Schedule 5.02(b)(iii)(B9.2.9; (v) to the extent Bank Product Obligations; (vi) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (F) other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate at any time outstandingtime; (vii) Permitted Contingent Obligations; (viii) Refinancing Debt in respect of the foregoing; (a) the First Lien Term Loans in an aggregate principal amount not to exceed: (I) $123,753,259.62 (the “Closing Date First Lien Debt”), plus (II) the payment of interest, fees and other amounts with respect to the First Lien Term Loans in the form of additional Indebtedness, less (III) the aggregate amount of principal repayments and redemptions with respect thereto made after the Closing Date, (b) the Second Lien Term Loans in an aggregate principal amount not to exceed: (I) $86,246,740.38 principal amount of Term A Second Lien Term Loans (the “Closing Date Second Lien Debt”), plus (II) up to $10,000,000 principal amount of Term B Second Lien Term Loans issued on the Closing Date, the principal amount of which may be adjusted and converted to Term A Second Lien Term Loans following the final determination of Final Working Capital (as defined in the Term Loan Amendment Agreement) pursuant to Section 5.2(f) of the Term Loan Amendment Agreement, plus (III) up to $50,000,000 in the aggregate of incremental Second Lien Term Loans (minus the principal amount of Term C Second Lien Term Loans incurred under clause (b)(IV) below), plus (IV) up to $25,000,000 Term C Second Lien Term Loans issued in accordance with Section 5.3 of the Term Loan Amendment Agreement and Section 2.1(b) of the Second Lien Term Loan Credit Agreement, as in effect on the Closing Date, plus (V) the payment of interest, fees and other amounts with respect to the Second Lien Term Loans in the form of additional Indebtedness less (VI) the aggregate amount of principal repayments and redemptions with respect thereto made after the Closing Date; provided that, within three Business Days of the final determination of Final Working Capital, the sum of the Closing Date First Lien Debt, the Closing Date Second Lien Debt and the Term B Second Lien Term Loans shall not exceed $210,000,000 (exclusive for the avoidance of doubt of any capitalized amount permitted pursuant to clauses (ix)(a)(II) and (ix)(b)(V) of this Section 9.2.9); and (c) any Refinancing Debt in respect of the foregoing; and (x) Debt of Workflow equal to the Post Closing Cancelled Second Lien Principal Amount (as defined in the First Lien Term Loan Credit Agreement as in effect at the Closing Date) which shall be immediately cancelled on the Closing Date in exchange for the issuance of the Workflow Warrant as provided in Section 10.1.21 hereof in accordance with the Term Loan Amendment Agreement; and (xi) Debt that is not included in any of the preceding clauses of this Section, is not secured by a Lien and does not exceed $25,000,000 in the aggregate at any time.

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries (other than the Regulated Subsidiaries and the AESC Companies) to create, incur, assume or suffer to exist, any Debt other thanthan pursuant to the Loan Documents, except: (i) in the case of the Borrower, Subordinated Debt; (ii) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents,; (ii) until the date of the Term Borrowing, Debt in respect of the 7.75% Notes; (iii) Surviving Debt; (iv) unsecured intercompany Debt owed to AYE or any Subsidiary to the extent permitted under Section 5.02(f); (v) Debt in respect of Hedge Agreements entered into in the ordinary course of business and consistent with prudent business practice to hedge or mitigate (A) risks to which AYE or any Subsidiary of AYE is exposed in the conduct of its business or the management of its liabilities as a result of fluctuations in the prices of transmission, capacity or energy (or of any fuel required for the generation thereof) or (B) risks in respect of interest rate fluctuations; provided that in each case such Hedge Agreement shall not have been entered into for speculative purposes; (vi) Debt incurred to finance all or any part of the acquisition, construction or improvement of any real property, physical assets or equipment (including any Capital Expenditures); provided that (A) such Debt is incurred prior to, or within 90 days after such acquisition or the completion of construction or completion of improvement or such Capital Expenditure and (B) such Debt has a scheduled maturity date that is at least six calendar months after the Final Maturity Date and does not require any scheduled amortization or mandatory prepayments thereof prior to such date; provided further that the aggregate principal amount of Debt permitted under this Section 5.02(b)(vi) and Section 5.02(b)(vii) shall not exceed $7,500,000 at any time outstanding; (vii) Capitalized Leases in connection an aggregate principal amount, together with the Securitization aggregate principal amount of all Debt permitted under Section 5.02(b)(vi), not in excess of $7,500,000 at any time outstanding; (viii) Debt of any Person that either (x) is merged into or consolidated with AYE or any Subsidiary of AYE, or (y) becomes a Subsidiary of AYE after the transactions listed on Schedule 5.02(b)(iii)(Bdate hereof in either case in accordance with the terms of Section 5.02(f), provided that (A) Debt is existing at the time such Person becomes a Subsidiary of AYE (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of AYE), (B) immediately after giving effect to the investment in such Subsidiary, no Default shall have occurred and be continuing, and (C) such Debt is non-recourse to AYE or any other Subsidiary (other than with respect to such Person and its Subsidiaries to the extent such Debt does not exceed $130,000,000 was with recourse to such Person and/or to its Subsidiaries at the time of such investment); (ix) Debt arising from the honoring by a bank or financial institution of a check, draft or similar instrument inadvertently (except in the aggregate, (Ccase of daylight overdrafts) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions drawn against insufficient funds in the ordinary course of business, so long as such Debt is covered within five Business Days; (x) Debt in respect of workers' compensation claims, self-insurance obligations, bankers' acceptance and performance and surety bonds provided by AYE or any Subsidiary of AYE in the ordinary course of business; (xi) Debt that may be deemed to arise as a result of agreements of AYE or any of Subsidiary of AYE providing for indemnification, adjustment of purchase price or any similar obligations, in each case, incurred in connection with the sale or disposition of any business, assets or Equity Interests in any Subsidiary of AYE consummated in accordance with the terms of Section 5.02(e) in an amount not to exceed with respect to any such sale or disposition the amount of gross proceeds received by AYE or such Subsidiary in connection with such sale or disposition; (xii) Debt of AYE represented by letters of credit, surety bonds, Contingent Obligations and performance bonds supporting obligations of AYE or its Subsidiaries so long as, after giving effect to such letters of credit, surety bonds, Contingent Obligations and performance bonds (and the Investment represented thereby) AYE would be in compliance with Section 5.02(f)(v); (xiii) reimbursement obligations owed to Affiliates for amounts paid on behalf of any Borrower or any of Subsidiary of any Borrower in accordance with applicable requirements under PUHCA with respect to the provision of goods or services to such Borrower or such Subsidiary; (xiv) other unsecured Debt of AYE not to exceed $20,000,000 at any time outstanding; provided such Debt has a scheduled maturity date that is at least six calendar months later than the Final Maturity Date and does not require any scheduled amortization or mandatory prepayments thereof prior to such date; (xv) unsecured Debt in respect of obligations of AYE or any Subsidiary of AYE to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that with respect to any material invoice, such obligations (A) are incurred in connection with open accounts extended by suppliers on customary trade terms (which require that all such payments be made within 90 days of the incurrence of the related Debt) in the ordinary course of business and not in connection with the borrowing of money, (B) are not more than 90 days past due and (C) are not subject to a Contest; (xvi) Permitted Refinancing Debt incurred in respect of any Debt permitted under clauses (i), (vi), (vii), (viii) and (xiv) above or this clause (xvi); (xvii) Debt or Contingent Obligations incurred by AYE or its Subsidiaries in connection with loans and advances to its employees in the ordinary course of its business as presently conducted in an aggregate principal amount not to exceed $2,000,000 at any time outstanding; (xviii) secured or unsecured Debt owed to PNC Bank, National Association from time to time in connection with the extension of credit to AYE or its Subsidiaries for the account of one or more employees or departments of AYE or its Subsidiaries in respect of costs and expenses incurred by such employees or departments in connection with the conduct of business on behalf of AYE or its Subsidiaries in an aggregate principal amount not to exceed $6,000,000 at any one time outstanding; (xix) unsecured Debt incurred by AYE in connection with the Buffalo Reserve Project and/or any Joint Ventures in an aggregate amount not to exceed $15,000,000 at any time outstanding; provided that such Debt has a scheduled maturity date that is at least six calendar months later than the Final Maturity Date and does not require any scheduled amortization or mandatory prepayments thereof prior to such date; (xx) the put option granted in favor of UGI under the Hunlock Agreement, to the extent such put option constitutes Debt; (xxi) Services Corp Regulated Debt; and (Fxxii) other Services Corp AESC Debt the in an aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred not to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate 17,500,000 at any time outstanding.

Debt. CreateIt shall not, and shall not permit any of its Subsidiaries to, incur, create, assume or suffer to existexist any Debt, or permit any of its Subsidiaries to createexcept, incur, assume or suffer to exist, any Debt other thanwithout duplication: (i) in the case of the Borrower, Subordinated Debt; (ii) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents,Obligations; (B) Debt of the Parent and its Subsidiaries existing on the Closing Date that is described on Schedule 7.2 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 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 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 $2,000,000; (E) Debt associated with bonds or surety obligations required by Applicable Law in connection with the Securitization or operation of the transactions listed on Schedule 5.02(b)(iii)(BOil and Gas Properties; (F) intercompany Debt between the Parent and its Subsidiaries to the extent permitted by Section 7.5(G); provided (i) such Debt does is not exceed $130,000,000 in held, assigned, transferred, negotiated or pledged to any Person other than the aggregate,Parent or one of the other Loan Parties and (ii) any such Debt owed by a Loan Party is subordinated to the Obligations; (CG) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (H) Debt incurred to finance premiums for insurance policies required under Section 5.12; (I) (i) Parent Notes and guarantees thereof by any Guarantor and (ii) Debt that constitutes Permitted Refinancing Debt of such Parent Notes permitted under the Intercreditor Agreement and any guarantees thereof, in each case, so long as (a) no Default or Event of Default exists at the time of, or results from, the incurrence of any such Debt and (b) the Borrower is in pro forma compliance with Section 7.1 at the time of incurrence of such Debt and after giving effect to the incurrence of such Debt; and (FJ) other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred not to in 5.02(a)(ii), shall not exceed $35,000,000 2,000,000 in the aggregate at any one time outstanding.

Debt. CreateNo Restricted Company shall, incurdirectly or indirectly, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to existexist any direct, indirect, fixed, or contingent liability for any Debt Debt, other than: (ia) in the case of the Borrower, Subordinated DebtThe Obligation; (ii) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (Bb) Debt incurred by Borrower under any Financial Hedge; (c) Debt between Restricted Companies, or Debt of any Restricted Company to the Receivables Subsidiary; (d) Debt existing on the Closing Date (or such later date as such Schedule is revised or supplemented with the consent of Determining Lenders), as more particularly described on SCHEDULE 7.12 (the "EXISTING DEBT"); (e) Debt not otherwise permitted by this SECTION 7.12 (including, without limitation, Capital Leases or Debt assumed or created in connection with any Permitted Acquisition) of any Restricted Company, so long as (a) no Default or Potential Default exists on the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent date any such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the Surviving Debt and any Debt extending the maturity ofis created, incurred, or refunding assumed 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, arises as a result of or after giving effect to any such Debt incurrence; and (b) the aggregate amount of all such additional Debt of the Restricted Companies, when aggregated with the principal amount of Existing Debt then outstanding, does not exceed, at the time of any determination thereof, 7.5% of the amount of Total Debt for which the Restricted Companies may be obligated without violating the Leverage Ratio requirements set forth in SECTION 7.28(a); provided that, the additional Debt permitted by this SECTION 7.12(e) is further limited as it relates to such Debt of the Restricted Subsidiaries, such that the Restricted Subsidiaries may not be obligated for, or create, incur, or assume Debt (including, without limitation, amounts outstanding on any date of determination under Capital Leases, Debt assumed or created in connection with any Permitted Acquisition and any Existing Debt pursuant to SECTION 7.12(d)) which, after giving effect to the incurrence thereof, would cause the aggregate amount of such extensionDebt for all such Restricted Subsidiaries on any date of determination to exceed the lesser of (i) $100,000,000 or (ii) an amount which, refunding or refinancingwhen aggregated with the Debt of Borrower incurred pursuant to SECTION 7.12(d) and outstanding on any such date of determination, and provided further that the Existing Credit Agreement shall be terminated in whole upon the completion does not exceed 7.5% of the Securitization,amount of Total Debt for which the Restricted Companies may be obligated without violating the Leverage Ratio requirement set forth in SECTION 7.28(a); (Ef) indorsement Debt of negotiable instruments Borrower not otherwise permitted by this SECTION 7.12 arising under or in connection with public or privately-placed notes, debentures, bonds, debt securities, or related indentures, or credit arrangements or other agreements, so long as (i) no Default or Potential Default exists on the date any such Debt is created or arises as a result of any borrowing thereunder; (ii) the provisions of the documents evidencing such Debt are not materially more restrictive (as reasonably determined by Administrative Agent) than the provisions of the Loan Papers, including, without limitation, any requirements for deposit mandatory prepayments or collection or similar transactions in the ordinary course of business, and (F) other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate redemptions at any time outstanding.where similar payments are not required under the Loan Papers; (iii) such Debt is unsecured senior or unsecured subordinated Debt; and (iv) the documents pursuant to which such Debt is issued are reasonably satisfactory to Administrative Agent and its counsel; (g) Debt (including any Debt of the Receivables Subsidiary to any Restricted Company) arising under or in connection with any Accounts Receivable Financing to the extent such Accounts Receivable Financing and the related Accounts Receivable Financing Amount is permitted by SECTION 7.23(e); (h) Debt of any Restricted Company to any Unrestricted Company (other than the Receivables Subsidiary) so long as (i) such Debt is subordinate in right of payment to the

Debt. CreateThe Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to existexist any Debt, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other thanexcept: (ia) in the case Loans and other Indebtedness arising under the Loan Documents, or any guarantee of or suretyship arrangement for the Borrower, Subordinated DebtLoans and other Indebtedness arising under the Loan Documents; (iib) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries,Subsidiaries existing on the date hereof that is reflected on Schedule 9.02; (Ac) 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 120 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 $250,000 in the Loan Documents,aggregate at any one time outstanding; (Be) Debt incurred associated with bonds or surety obligations required by Governmental Requirements in connection with the Securitization operation of the Oil and Gas Properties; (f) intercompany Debt between the Borrower and any Guarantor or the transactions listed on Schedule 5.02(b)(iii)(B) between Guarantors to the extent permitted by Section 9.05(g); provided that any such Debt does not exceed $130,000,000 owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on the terms set forth in the aggregate,Guarantee and Collateral Agreement; (Cg) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and; (Fh) other unsecured Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred not to in 5.02(a)(ii), shall not exceed $35,000,000 500,000 in the aggregate at any one time outstanding; and (i) Debt of the Borrower as a result of the Management Incentive Units constituting Disqualified Capital Stock so long as no holder of any Management Incentive Units has a right to require the Borrower to redeem any Management Incentive Units prior to May 7, 2020.

Debt. CreateThe Borrower will not, incurand will not permit any Subsidiary to, assume or suffer to exist, incur or permit to exist any Debt, except: (a) Debt evidenced by the Notes, the Long-Term Credit Facility Notes and Facility Letter of Credit Obligations not in default; (b) Debt of any Subsidiary to the Borrower or any other Subsidiary; (c) Debt existing as of March 31, 2000 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 Loans or the proceeds of the Long-Term Credit Facility; (d) 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 createthe issuance thereof, incur, assume there shall exist no Default or suffer to exist, any Debt other thanEvent of Default; and: (i) in the case ratio of the Borrower, Subordinated Debt; Consolidated Total Indebtedness to Consolidated Total Capitalization shall be no greater than 0.65 to 1.00; (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 (A) 2.00 to 1.0 at all times during the period ending June 30, 2002, and (B) 2.25 to 1.0 at all times thereafter; 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 terms of this Agreement, 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 of any of its Subsidiariesmay be, Debt owed no earlier than the Maturity Date (as the same may be extended pursuant to Section 2.4) 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 wholly-owned Subsidiary of final maturity date prior to the Borrower; and Maturity Date, (iiiy) such additional Debt shall not exceed Eighty Million Dollars ($80,000,000.00) in the case aggregate plus Twenty Million Dollars ($20,000,000.00) of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt reimbursement obligations incurred in connection with the Securitization Non-Facility Letters of Credit issued by a Bank or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in Banks or by any other financial institution; PROVIDED, HOWEVER, that for purposes of determining the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving additional Debt for purposes of this subclause (y), the $30,000,000 of 8.375% mortgage notes of PG Energy maturing December 1, 2002 shall not be increased above the principal amount thereof outstanding immediately pror to such extension, refunding or refinancingincluded, and the direct and contingent obligors therefor (z) such additional Debt shall not be changed, borrowed from a Bank or Banks as a result loan or loans arising independent of this Agreement or the Long-Term Credit Facility Agreement or shall be borrowed from a financial institution that is not a Bank under this Agreement or the Long-Term Credit Facility Agreement. (h) existing short-term Debt of any entity specified in the definition of "Pending Acquisitions" that is assumed by the Borrower in connection with such extension, refunding or refinancing, and provided further that the Existing Credit Agreement shall be terminated in whole upon the completion consummation of any of the Securitization, Pending Acquisitions, so long as (Ei) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (F) other Debt the aggregate principal amount of which, together with such Debt assumed for all of the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall Pending Acquisitions does not exceed $35,000,000 in 100,000,000.00 and (ii) none of such Debt remains outstanding for more than 180 days after the aggregate at any time outstandingconsummation of the applicable merger, unless all or a portion of such Debt is refinanced with Debt otherwise permitted by other provisions of this Section 9.3.

Debt. Create, incur, assume or suffer to exist, or (a) The Company will not permit at any time the ratio of Funded Debt of the Company and its Restricted Subsidiaries to create, incur, assume or suffer EBITDA to exist, any Debt other than: exceed (i) in 3.5 to 1.0 for the case of period commencing the Borrowerdate hereof through September 30, Subordinated Debt; 1999, and (ii) in 3.0 to 1.0 subsequent to September 30, 1999. For purposes of this Section 8.4(a), Current Debt of the case Company and its Restricted Subsidiaries shall be deemed to constitute Funded Debt of the Company and its Restricted Subsidiaries unless, for a period of forty five (45) consecutive days (which period shall be determined by the Company) during each fiscal year, there shall have been outstanding no Current Debt of the Company and its Restricted Subsidiaries. For purposes of calculating the amount of Current Debt which will be deemed to constitute Funded Debt pursuant to the previous sentence, the amount of such Funded Debt will equal the average amount of Current Debt outstanding during each forty five (45) day period of determination. (b) The Company will not permit at any time Debt of its Subsidiaries, Restricted Subsidiaries (other than Debt owed to the Borrower Company or to a wholly-owned Subsidiary of the Borrower; and another Restricted Subsidiary) and Secured Debt (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(Btogether, "Priority Debt") to the extent be incurred, unless after giving effect thereto, (i) such Priority Debt does not exceed $130,000,000 in the aggregate, would be permitted to be outstanding under paragraph (Ca) Capitalized Leases not to exceed in of this Section 8.4, and (ii) the aggregate $10,000,000 amount of such Priority Debt at any time outstanding, (D) outstanding would not exceed the Surviving sum of $10,000,000 plus 15% of Consolidated Net Tangible Assets. If the Company or a Restricted Subsidiary purchases or acquires 75% or more of the assets or capital stock of a Person that has outstanding Funded Debt and any such acquired Person is thereupon designated a Restricted Subsidiary, then, not withstanding clause (ii) of this paragraph (b), such Funded 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, and provided further that the principal amount of such Surviving acquired Person may remain outstanding if, after giving effect thereto, the Company could incur additional Funded Debt shall not be increased above the principal amount thereof outstanding immediately pror pursuant to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result paragraph (a) of or in connection with such extension, refunding or refinancing, and provided further that the Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (F) other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate at any time outstandingthis Section 8.4.

Debt. CreateNo Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, assume or suffer to exist, or permit in any of its Subsidiaries to createmanner become liable, incurdirectly, assume indirectly, or suffer to existcontingently in respect of, any Debt other than:than the following (collectively, the “Permitted Debt”): (ia) in the case of the Borrower, Subordinated DebtObligations; (iib) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) intercompany Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) ordinary course of business owed by any Credit Party to the extent any other Credit Party; provided that, if applicable, such Debt does not exceed $130,000,000 as an investment is also permitted in Section 6.3; (c) Debt in the aggregate, form of accounts payable to trade creditors for goods or services and current operating liabilities (Cother than for borrowed money) Capitalized Leases which in each case are not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the Surviving Debt and any Debt extending the maturity of, or refunding or refinancingmore than 90 days past due, 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions each case incurred in the ordinary course of business, andas presently conducted, unless contested in good faith and by appropriate proceedings; (Fd) (i) purchase money indebtedness and Capital Leases in effect on the Effective Date and set forth in Schedule 6.1 and (ii) such other purchase money indebtedness or Capital Leases incurred after the Effective Date; provided that, the aggregate outstanding principal amount of such purchase money indebtedness and Capital Leases incurred after the Effective Date shall not exceed $5,000,000.00; (e) Debt in the form of Qualified Equity Interests; (f) Debt in respect of Hedging Arrangements; (g) letters of credit issued by ▇▇▇▇▇ Fargo Bank, National Association; (h) Debt incurred pursuant to one or more loan agreements between the Borrower and CARBO Ceramics (Eurasia) LLC, a company duly organized and existing under the laws of Russia; provided that (i) such Debt is unsecured, (ii) the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), such Debt outstanding at any time shall not to exceed $35,000,000 6,000,000.00, and (iii) such Debt is subordinated to the Debt under this Agreement and the other Credit Documents on terms reasonably acceptable to the Administrative Agent; and (i) without duplication, other unsecured subordinated Debt up to $25,000,000.00 in the aggregate principal amount outstanding at any time outstandingwith the written consent of the Majority Lenders, such consent not to be unreasonably withheld or delayed.

Debt. CreateThe Parent and the Borrower will not, and will not permit any of the other Restricted Subsidiaries to, incur, create, assume or suffer to existexist any Debt, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other thanexcept: (ia) in the case Loans or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Borrower, Subordinated DebtLoans or other Indebtedness arising under the Loan Documents; (b) Debt of the Parent and its Restricted Subsidiaries (i) existing on the date hereof that is reflected on Schedule 9.02 and (ii) permitted to be incurred during an Investment Grade Period existing during any subsequent Borrowing Base Period to the extent the aggregate such Debt exceeds the amount permitted to be incurred under each of Section 9.02(c) and Section 9.02(i); (c) Debt under Finance Leases or that constitutes Purchase Money Debt; provided that the Debt permitted by this clause (c) shall not exceed, at the time any such Debt is incurred (and after giving effect to such incurrence) and together with all other Debt incurred pursuant to this Section 9.02(c), an aggregate principal amount equal to the greater of (i) $125,000,000 and (ii) (x) during a Borrowing Base Period, five percent (5%) of the Borrowing Base in effect at such time or (y) during an Investment Grade Period, two percent (2%) of Consolidated Net Tangible Assets as of the last day of the then most recently ended Rolling Period for which financial statements are available; (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 case of any of its Subsidiaries, Guaranty Agreement; (e) Debt owed to constituting a guaranty by the Borrower Parent or to by a wholly-owned Restricted Subsidiary of the Borrower; andother Debt permitted to be incurred under this Section 9.02; (iii) in the case of the Borrower and any of its Subsidiaries, (Af) Debt under the Loan Documents,Permitted Senior Unsecured Notes and guarantees thereof by any Credit Party; provided that after giving effect to the issuance thereof after the Effective Date, the application of the proceeds thereof, and any automatic reduction of the Borrowing Base pursuant to Section 2.07(e) on account thereof: (i) the Parent shall be in pro forma compliance with Section 9.01 as of the most recently ended fiscal quarter for which financial statements have been or are required to be delivered pursuant to Section 8.01(a) or Section 8.01(b) and (ii) no Event of Default or Borrowing Base Deficiency shall exist; (Bg) Debt incurred arising from agreements of the Borrower or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations (including earn-outs), in each case entered into in connection with the Securitization Investments in or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate,Transfers of any business, assets or stock permitted hereunder; (Ch) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement Borrower or any Restricted Subsidiary consisting of negotiable instruments for deposit or collection or similar transactions obligations to pay insurance premiums incurred in the ordinary course of business; (i) other Funded Debt; provided that the Funded Debt permitted by this clause (i) shall not exceed, at the time any such Funded Debt is incurred (and after giving effect to such incurrence) and together with all other Debt incurred pursuant to this Section 9.02(i), an aggregate principal amount equal to the greater of (i) $125,000,000 and (ii) (x) during a Borrowing Base Period, five percent (5%) of the Borrowing Base in effect at such time or (y) during an Investment Grade Period, two percent (2%) of Consolidated Net Tangible Assets as of the last day of the then most recently ended Rolling Period for which financial statements are available; (j) Permitted Junior Lien Debt; provided that (i) the amount of Permitted Junior Lien Debt that is secured by second priority Liens permitted by this clause (j) shall not exceed an aggregate principal amount equal to $350,000,000, (ii) such Permitted Junior Lien Debt (other than Permitted Refinancing Debt in respect of any such Permitted Junior Lien Debt) shall be issued solely in exchange for, or the net proceeds thereof shall be used solely to Redeem, Debt under the Permitted Senior Unsecured Notes in a single transaction or series of substantially contemporaneous related transactions and (iii) for the avoidance of doubt, no Permitted Junior Lien Debt may be issued or incurred during an Investment Grade Period; (k) Permitted Refinancing Debt in respect of Permitted Senior Unsecured Notes, Permitted Junior Lien Debt and Debt permitted under Section 9.02(b); and (Fl) other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured not permitted by the Liens referred to foregoing clauses (a) through (k) which is approved in 5.02(a)(ii), shall not exceed $35,000,000 in writing by the aggregate at any time outstandingMajority Lenders.

Debt. Create, incur, assume incur or suffer to existassume, or permit any of its Subsidiaries to create, incurincur or assume, assume or suffer to existParent will not create, incur or assume, any Debt other than: (i) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the case ordinary course of the Borrower, Subordinated Debtbusiness and consistent with prudent business practice; (ii) in Obligations under Capitalized Leases so long as the case aggregate principal amount of such Obligations shall not exceed the aggregate principal amount of Capitalized Leases outstanding on the Effective Date plus $15,000,000 at any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; andtime outstanding; (iii) Debt secured by Liens permitted by Section 5.02(a)(v) and clause (b) of the definition of "Permitted Liens" and Debt (other than subordinated Debt incurred pursuant to Section 5.02(b)(vi)) assumed or acquired in connection with a Permitted Acquisition as permitted under this Agreement, so long as the case aggregate principal amount of all such Debt shall not exceed $25,000,000 at any time outstanding; (iv) Debt of the Borrower and any of its Subsidiaries,pursuant to the Senior Subordinated Notes in an aggregate principal amount not to exceed $75,000,000; (Av) Debt under the Loan Documents,; (Bvi) unsecured subordinated Debt incurred in connection with of the Securitization or Borrower (the transactions listed on Schedule 5.02(b)(iii)(B"New Subordinated Notes") to so long as (1) the extent such Debt aggregate outstanding principal amount thereof does not exceed $130,000,000 in 25,000,000, (2) at least twenty (20) Business Days prior to the aggregate, issuance thereof, the Borrower shall have delivered to each of the Lenders substantially final drafts of the documents pursuant to which the New Subordinated Notes are to be issued and with any changes thereto made after the initial delivery of such documents to be delivered to the Agent and with any significant changes thereto made after such initial delivery to be delivered to each of the Lenders at least five (C5) Capitalized Leases not Business Days prior to exceed in the aggregate $10,000,000 at any time outstanding, issuance of such New Subordinated Notes, (D3) the Surviving Debt final maturity date thereof is at least one year beyond the Final Maturity Date, (4) there are no required amortization, mandatory redemption or sinking fund provisions prior to the one-year anniversary of the Final Maturity Date, (5) all other terms and any Debt extending conditions thereof (excluding interest rates but including, without limitation, covenants, defaults, remedies and subordination provisions) are no less favorable to the maturity ofAgent than the Senior Subordinated Notes, or refunding or refinancing, and the Required Lenders have not informed the Borrower in whole or in part, any Surviving Debt, provided writing prior to the end of such twenty (20) Business Days that the terms of any the New Subordinated Notes are not reasonably acceptable to them, (6) no Default or Event of Default then exists or would result therefrom, (7) based on calculations made by the Borrower on a Pro Forma Basis as if the incurrence of such extendingDebt had occurred on the first day of the respective Calculation Period relating to such incurrence, refunding no Default or refinancing Event of Default will exist under, or would have existed during the period beginning on the first day of the respective Calculation Period and ended on the Determination Date under, the financial covenants contained in Section 5.04, (8) based on good faith projections prepared by the Borrower for the period from the date of the Debt to the date which is one year thereafter, the level of financial performance measured by the covenants set forth in Section 5.04, shall be better than or equal to such level as would be required to provide that no Default or Event of Default will exist under the financial covenants contained in Section 5.04, as compliance with such covenants will be required through the date which is one year from the date of the incurrence of such Debt, (9) the Borrower shall have delivered to the Agent an officer's certificate executed by an authorized financial officer of the Borrower, certifying to the best of such officer's knowledge, compliance with the requirements of this Section 5.02(b)(vi) and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted containing the calculations required by the Loan Documentspreceding clauses (7) and (8), (10) the net cash proceeds thereof shall be used (A) for the same purposes as Revolving Credit Advances or (B) to make a voluntary prepayment of Advances and (11) until such proceeds are so used, the Borrower shall deposit such proceeds with the Agent pursuant to a cash collateral arrangement reasonably satisfactory to the Agent whereby such proceeds shall be disbursed to the Borrower from time to time for the purposes described in clause (A) or (B) of the immediately preceding clause (10), with such proceeds to be so disbursed to the Borrower upon (x) written certification by an authorized officer of the Borrower that no Default or Event of Default then exists or would result from the use of such proceeds and as to the intended use of such proceeds and (y) compliance by the Borrower with the applicable terms of this Agreement with respect to the use of such proceeds, provided that at any time while an Event of Default has occurred and is continuing, the Required Lenders may direct the Agent (in which case the Agent shall, and provided further that is hereby authorized by the principal amount Borrower to, follow said directions) to apply any or all proceeds then on deposit in such cash collateral account to the repayment of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization,Obligations hereunder; (Evii) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (viii) Existing Debt to the extent the same is listed on Schedule 4.01(cc), and refinancings or renewals of such Existing Debt shall be permitted so long as (A) such refinancings and renewals shall not be in excess of the respective amounts set forth on Schedule 4.01(cc) and (B) any such renewal or extension does not encumber any additional assets or properties of the Borrower or any of its Subsidiaries; (ix) intercompany Debt among the Borrower and its Wholly-Owned Subsidiaries to the extent permitted by Section 5.02(e)(xi); (x) Debt of the Borrower and its Subsidiaries consisting of accrued expenses and trade payables incurred in the ordinary course of business; and (Fxi) other Debt of the Borrower and its Subsidiaries not otherwise permitted under this Section 5.02(b) in an aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred not to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate 2,000,000 at any one time outstanding.

Debt. CreateNeither the Borrower nor any Subsidiary will incur, incurcreate, assume or suffer to existexist any Debt, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other thanexcept: (ia) in the case Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Borrower, Subordinated Debt; (ii) in the case of any of its Subsidiaries, Debt owed to the Borrower Notes or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt other Indebtedness arising under the Loan Documents,; (Bb) Debt incurred in connection with of the Securitization or Borrower existing on the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 Closing Date that is reflected in the aggregate,Financial Statements or is disclosed in Schedule 9.02, and any renewals or extensions (but not increases) thereof; (Cc) Capitalized Leases not accounts payable (for the deferred purchase price of Property or services) from time to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions incurred in the ordinary course of businessbusiness which, if greater than ninety (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 $_________________; (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties; (f) Debt in connection with (i) the $50,000,000 Cumulative Preferred Stock, Series B and (ii) the Approved Securities, including in each case any increases in the amount thereof as the result of the accrual of unpaid dividends; (g) intercompany Debt between the Borrower and any Subsidiary; provided that such Debt is subordinated to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (Fh) other Other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred not to in 5.02(a)(ii), shall not exceed $35,000,000 ________ in the aggregate at any one time outstanding.

Debt. CreateThe Borrowers shall not, incur, assume or suffer to exist, or and shall not permit any of its Subsidiaries to createSubsidiary to, incur, assume incur or suffer to exist, maintain any Debt other than: (ia) in the case of the Borrower, Subordinated DebtSecured Obligations; (iib) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; anddescribed on Schedule 7.11 attached hereto; (iii) in the case of the Borrower and any of its Subsidiaries, (Ac) Debt representing any extension, renewal, refinancing or replacement of Debt otherwise permitted to have been incurred under Section 7.11(b); provided, that, (i) the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does principal amount thereof shall not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving the Debt shall not be increased above extended, renewed or refinanced (other than to the principal amount thereof outstanding immediately pror to such extensionextent of any accrued interest thereon and any premiums, refunding or refinancing, fees and the direct and contingent obligors therefor shall not be changed, as a result of or expenses incurred in connection with such extension, refunding renewal or refinancing), and provided further that (ii) the Existing Credit Agreement maturity or other date of repayment thereof shall not be earlier than the maturity or other date of repayment for the Debt so extended, renewed or refinanced (except to the extent such shortened maturity date or date of other repayment occurs after the Stated Termination Date), (iii) if the Debt extended, renewed or refinanced was subordinated to the Obligations, then the new Debt shall be terminated in whole upon so subordinated on terms that are not less favorable to the completion Lenders than the terms with respect to the Debt so extended, renewed or refinanced (it being understood that, with respect to any such Debt arising under an Indenture, the incurrence of Debt representing the refinancing or replacement of such Debt may occur within nine (9) months following the repayment of such Debt) and (iv) the terms of any Debt extending, renewing, refinancing or replacing any Debt arising under the Note Indentures shall expressly permit the Obligations and the Agent’s Liens (whether by specific reference to the Loan Documents or to a secured credit facility generally); (d) Debt incurred as a result of the Securitization, (E) indorsement endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and; (Fi) Debt incurred exclusively to finance machinery, equipment, Real Estate, and other fixed assets purchased after the Closing Date; provided, that, if such Debt is secured, it is secured solely by a Lien permitted in accordance with Sections 7.15(c) hereof; and (ii) Debt incurred for the purpose of reimbursing a Borrower or a Subsidiary for the cost of acquiring or improving machinery, equipment, Real Estate, and other fixed assets owned by the Credit Parties as of the Closing Date, provided, that, such Debt shall not exceed $50,000,000 in the aggregate outstanding at any time, and provided, further, that, if such Debt is secured, it is secured solely by a Lien permitted in accordance with Sections 7.15(c) hereof; (f) Other Debt (including Debt arising from the sale and leaseback of owned Real Estate permitted under Section 7.16) in an aggregate amount not exceeding $400,000,000 outstanding at any time; provided, that, if such Debt is secured, it is secured solely by a Lien permitted by Section 7.15(d); (g) if permitted under Section 7.10 hereof, Debt of any Subsidiary owing to a Borrower or a Subsidiary and Debt of a Borrower owing to a Subsidiary; (h) additional Debt of the Borrowers and their Subsidiaries, including Debt (other than Obligations hereunder) incurred or assumed in connection with Permitted Acquisitions, provided, that, (i) no Event of Default exists at the time such additional Debt is incurred or would result from the incurrence of such additional Debt, and (ii) not more than $100,000,000 in aggregate principal amount of whichDebt incurred pursuant to this clause (h) shall have a maturity or otherwise be required to be paid or prepaid, together with other than pursuant to customary change of control and asset sale provisions, on or prior to the aggregate indebtedness secured by sixtieth day following the Liens referred Stated Termination Date; (i) other unsecured Debt in an amount not to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate 200,000,000 outstanding at any time outstandingprovided, that, (i) none of the instruments and agreements evidencing or governing such Debt (including extensions, renewals and refinancings thereof) shall include any restrictions against incurring Liens or Debt which are more restrictive, taken as a whole, than those existing in the Note Indentures as of the Closing Date; and (ii) the terms of such Debt shall expressly permit the Obligations and the Agent’s Liens (whether by specific reference to the Loan Documents or to a secured credit facility generally); (j) any Guaranty of Debt of any Borrower or any Guarantor which is permitted to be incurred pursuant to this Section 7.11; (k) any Guaranty by any Borrower of Debt under Capital Leases of any Person that was a Subsidiary of such Borrower at the time of the making of such Guaranty in an aggregate amount not to exceed $40,000,000; (l) Debt owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (m) Debt of any Borrower or any Subsidiary in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations, in each case provided in the ordinary course of business; (n) Debt consisting of the financing of insurance premiums in the ordinary course of business; and (o) Debt arising from overdraft facilities and/or the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, that, (i) such Debt is extinguished within three Business Days of notification to the Parent or the applicable Subsidiary. Notwithstanding the foregoing, the Borrowers shall not, and shall not permit any Subsidiary to, incur after the Initial Closing Date any Debt secured by a Lien to the extent the incurrence of such Debt would not be permitted under the Note Indentures.

Debt. Create, incur, assume or suffer to exist, or permit Neither the Borrower nor any of its the Sureties or any of their Consolidated Subsidiaries to will at any time create, incur, assume or suffer to existexist any Debt, any Debt other thanexcept: (ia) Debt under this Agreement, the other Loan Documents or under any other document, instrument or agreement between or among the Borrower or any Surety and any of the Lenders; (b) Debt existing on the Closing Date and described in Schedule 7.02 (including the Senior Notes); provided, however, that none of such Debt shall be extended, renewed or refinanced without the prior written consent of the Agents unless such renewal, extension or refinance of such Debt is based upon terms which are no less favorable to the Lenders than the terms which currently exist with respect to such Debt (for purposes of this Section 7.02(b), any material increase in interest rate, requirement for a material addition to the collateral or security for such Debt, addition or amendment of covenants or agreements such that any agreement governing such Debt is more restrictive on the borrower thereunder, extension of the period of time over which such Debt amortizes in the case of term Debt, or increase in the Borroweramount of the Debt, Subordinated Debtshall conclusively be deemed to be less favorable to the Lenders); (iic) in the case Current accounts payable, accrued expenses, accrued reclamation costs and other current items arising out of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and transactions (iiiother than borrowings) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and; (Fd) other Debt of the aggregate principal amount of which, together with Borrower or the aggregate indebtedness Sureties secured by a purchase money security interest on Mobile Equipment; provided, however, that in no event shall (i) the Liens referred to in 5.02(a)(ii)sum of (A) Debt permitted by this subsection (d) of Section 7.02, shall not and (B) Debt which is outstanding under this Agreement, exceed $35,000,000 57,000,000 in the aggregate at any time outstanding.time, or (ii) any purchase money security interest securing Debt permitted by this subsection (d) encumber or create a Lien on any Property other than the Property purchased in accordance therewith or the identifiable cash proceeds thereof;

Debt. CreateNeither the Borrower nor any Subsidiary will incur, incurcreate, assume or suffer permit to existexist any Debt, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other thanexcept: (ia) in The Loans or other Obligations or any guaranty of or suretyship arrangement for the case of the Borrower, Subordinated DebtLoans or other Obligations; (iib) in the case Debt of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned any Subsidiary of existing on the Borrower; andClosing Date which is reflected in the Financial Statements or is disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (iiic) in accounts payable (for the case deferred purchase price of the Borrower and any of its Subsidiaries, (AProperty or services) Debt under the Loan Documents, (B) Debt from time to time incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of businessbusiness which, andif 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; (Fd) other (i) capital leases, (ii) Equipment Leases, (iii) environmental facilities revenue bonds, and (iv) purchase money Debt which in each purchase money Debt case shall not exceed 100% of the aggregate principal amount lesser of whichthe total purchase price and the fair market value of the Property acquired as determined at the time of acquisition, together with the aggregate indebtedness secured by the Liens referred provided all Debt incurred pursuant to in 5.02(a)(ii), this clause (d) shall not exceed $35,000,000 15,000,000 per fiscal year; (e) Subordinated Debt so long as the Borrower has delivered a Compliance Certificate concurrently with the issuance thereof demonstrating pro forma compliance with Article IX; (f) prepayments for services rendered in the aggregate at ordinary course of business provided that no default exists in delivery of the service for which any time outstandingsuch prepayments were made; (g) Debt between and among the Borrower and/or any Guarantors (other than Holdings); (h) surety bonds and similar instruments of the nature and for the purposes described in Schedule 7.02, item 1 or Schedule 7.21; (i) the Senior Unsecured Debt; and (j) so long as no Default has occurred and continuing, unsecured earn–out obligations of the Borrower or any Guarantor payable to a seller and incurred in connection with an Expansion Expenditure.

Debt. CreateNo Restricted Company shall, incurdirectly or indirectly, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to existexist any direct, indirect, fixed, or contingent liability for any Debt other thanDebt, OTHER THAN: (ia) in the case of the Borrower, Subordinated The Obligation; (b) Existing Debt; (iic) in Debt incurred by any Restricted Company under the case 364-Day Facility; (d) Debt arising under the Existing Agreement; (e) Debt incurred by any Restricted Company under any Financial Hedge with any Lender or an Affiliate of any of its SubsidiariesLender; (f) Debt between Restricted Companies, SO LONG AS any such inter-company Debt owed by Borrower to any other Restricted Company is unsecured; or Debt of any Restricted Company to the Borrower or to a wholly-owned Subsidiary of the BorrowerReceivables Subsidiary; and (iii) in the case of the Borrower and any of its Subsidiaries, (Ag) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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 Restricted Company not otherwise permitted by this SECTION 7.12, SO LONG AS (i) no Default or Potential Default exists on the Loan Documentsdate any such Debt is created, incurred, or assumed or arises after giving effect to such Debt incurrence; and provided further that (ii) if such Debt is secured, on the date any such secured Debt is created, incurred, or assumed, the principal amount of such Surviving Debt shall not be increased above secured Debt, when aggregated with the principal amount thereof outstanding immediately pror to such extensionof all other secured Debt of the Restricted Companies incurred in accordance with this SECTION 7.12(g), refunding or refinancingdoes not exceed 10% of the book value of the consolidated assets of the Restricted Companies determined as of the date of, and with respect to, the direct Current Financials and contingent obligors therefor shall not be changedthe related Compliance Certificate. Notwithstanding anything in this SECTION 7.12 to the contrary, as a result of or in connection with such extension, refunding or refinancing, and provided further that the Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (F) other Debt the aggregate principal amount of whichall Debt of the Restricted Subsidiaries may not exceed, together on any date of determination, the SUM of (i) 10% of the book value of the consolidated assets of the Restricted Companies, determined as of the date of, and with respect to, the aggregate indebtedness secured by Current Financials and the Liens referred to in 5.02(a)(iirelated Compliance Certificate, PLUS (ii) on and after the effective date of any designation of Intermedia and its Subsidiaries as "RESTRICTED SUBSIDIARIES" hereunder, the principal amount of all Existing Debt of Intermedia and its Subsidiaries existing on the Intermedia Merger Date (as renewed, refinanced, or extended, but not increased), shall not exceed $35,000,000 in the aggregate at any time outstanding.

Debt. CreateNeither it nor any of its Restricted Subsidiaries will incur, incurcreate, assume or suffer permit to existexist any Debt, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other thanexcept: (ia) the Loans, the BA Equivalent Loans, the Bankers’ Acceptances or other Indebtedness or any guaranty of or suretyship arrangement for the Loans, the BA Equivalent Loans, the Bankers’ Acceptances or other Indebtedness; (b) Debt of it or its Subsidiaries existing on the Initial Funding Date which is reflected on Schedule 10.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof, exclusive of the Existing Indebtedness (except for the amounts set forth in Section 9.10(b) and subject to the proviso below), with financial covenants not materially more restrictive, taken as a whole, than those existing on the Initial Funding Date; provided that any agreements evidencing or securing the 8.625% Notes shall be supplemented to modify the existing agreements to contain terms and conditions reasonably satisfactory to the US Administrative Agent; (c) Debt with respect to the ABS Facility subject to the Intercreditor Agreement, not to exceed $1,000,000,000 in the case aggregate (as such amount may be reduced as provided in the definition of “ABS Facility” and in Section 2.03(a)(ii)(I)) outstanding at any time; provided that no US Borrower or any Domestic Subsidiary other than the Borrower, Subordinated ABS Subsidiaries is liable for such Debt; (iid) in accounts payable (other than any accounts payable by any ABS Subsidiary) (for the case deferred purchase price of any of its Subsidiaries, Debt owed Property or services) from time to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt time incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of businessbusiness which, andif greater than 90 days past due, (i) are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefore or (ii) would not exceed $25,000,000 in the aggregate outstanding at any time; (Fe) Debt of it and its Restricted Subsidiaries (other than any ABS Subsidiary) under Hedging Agreements which are for bona fide business purposes and are not speculative; (f) other Debt of it and its Domestic Subsidiaries (other than any ABS Subsidiary); provided that (A) no Default or Event of Default (after giving pro forma effect to the incurrence of such Debt) exists and is continuing after the incurrence thereof, (B) the scheduled final maturity of such Debt is at least six (6) months after scheduled final the Revolving Loan Maturity Date and the scheduled final Term Loan Maturity Date, (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the Revolving Loan Maturity Date and the Term Loan Maturity Date and (D) such Debt (i) has terms substantially similar to those customary in high-yield facilities or (ii) contains financial covenants not materially more restrictive, taken as a whole, than those existing hereunder; (g) Debt meeting the qualifications set forth in Section 10.01(f) assumed by the US Borrower or one of its Restricted Subsidiaries (other than any ABS Subsidiary), or of a Restricted Subsidiary of the US Borrower acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement (and extensions, renewals, refundings and refinancings thereof that do not increase the principal thereof except for costs incurring in connection with such extensions, renewals, refundings and refinancings); provided that up to $200,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 10.01(f)(B), (C) and (D); (h) Debt (other than Debt of any ABS Subsidiary) evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that, except for intercompany Capital Leases between Restricted Subsidiaries or between the US Borrower and any Restricted Subsidiary, in no event shall the aggregate principal amount of whichCapital Lease Obligations and Purchase Money Indebtedness permitted under this clause (h) exceed $50,000,000 at any time outstanding; (i) Debt with respect to appeal and similar bonds in connection with judgments that do not result in a Default or an Event of Default, together with provided that the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), outstanding amount of all appeal and similar bonds permitted under this clause (i) shall not exceed $35,000,000 50,000,000 in the aggregate outstanding at any time; (j) Debt of any Foreign Subsidiary used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposes not to exceed $200,000,000; provided that no more than $100,000,000 in the aggregate outstanding at any time outstanding.of such Debt shall be Debt which is other than Non-Recourse Foreign Debt; (k) Debt of the US Borrower owed to any Restricted Subsidiary (other than any ABS Subsidiary) and any Debt owed by any Restricted Subsidiary (other than any ABS Subsidiary) to the US Borrower or to any other Restricted Subsidiary (other than any ABS Subsidiary); (l) other Debt (other than Debt of any ABS Subsidiary) not to exceed $50,000,000 in the aggregate outstanding at any time; (m) guaranties entered into by the US Borrower or any Restricted Subsidiary (other than any ABS Subsidiary) that guarantee the performance (but not Debt for borrowed

Debt. CreateNot, incur, assume or suffer to exist, or and not permit any of its Subsidiaries to other Loan Party to, create, incur, assume or suffer to existexist any Debt, except: (a) Obligations under this Agreement and the other Loan Documents; (b) Real Estate Debt, together with any Debt of the Centene Plaza Subsidiary, not to exceed $120,000,000 in the aggregate at any one time outstanding; (c) Debt which is unsecured; provided that (i) after giving effect thereto on a pro forma basis, the Company and the other than:Loan Parties shall be in compliance with a Total Debt to EBITDA Ratio of not greater than 2.25 to 1.00 (provided that for purposes of calculating the Total Debt to EBITDA Ratio, the Commitments (including any Incremental Commitments) shall be assumed to be fully drawn), (ii) no Unmatured Event of Default or Event of Default shall have occurred and be continuing on the date of incurrence of such Debt or could reasonably be expected to occur as a result thereof and (iii) the documents governing such Debt do not contain covenants (including quantitative covenants and financial covenants) which are more restrictive than the covenants contained in this Agreement or which the Loan Parties could violate without violating the covenants contained in this Agreement; (d) Subordinated Debt which is unsecured; provided that (i) the incurrence of such Subordinated Debt would not reasonably be expected to cause, either immediately or in the foreseeable future, a violation of the covenants contained in Section 11.14 (provided that for purposes of calculating the Total Debt to EBITDA Ratio, the Commitments (including any Incremental Commitments) shall be assumed to be fully drawn), (ii) no Unmatured Event of Default or Event of Default shall have occurred and be continuing on the date of incurrence of such Debt or could reasonably be expected to occur as a result thereof, (iii) the documents governing such Subordinated Debt shall not contain covenants (including quantitative covenants and financial covenants) which are more restrictive than the covenants contained in this Agreement or which the Loan Parties could violate without violating the covenants contained in this Agreement, (iv) the final maturity of such Subordinated Debt shall be no earlier than 90 days after the Termination Date and (v) the weighted average life to maturity of such Subordinated Debt shall not be shorter than the weighted average life to maturity of any Loans or Commitments outstanding as of the time of the issuance thereof; (e) Centene Plaza Phase II Debt, together with any Debt of the Centene Plaza Phase II Subsidiary, not to exceed $100,000,000 in the aggregate at any one time outstanding; (f) Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (g) Debt described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased (it being agreed that any increase will be permitted without the consent of Administrative Agent and the Required Lenders only to the extent that such additional Debt is otherwise permitted pursuant to clauses (b), (c), (d) or (n) of this Section 11.1); (h) Debt under Capital Leases for capital assets whose aggregate cost if purchased would not exceed $60,000,000; (i) Indirect Obligations of the Company which do not exceed $10,000,000 in the case of the Borrower, Subordinated Debtaggregate at any time; (iij) Indirect Obligations arising with respect to customary indemnification obligations in the case favor of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred sellers in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the Surviving Debt Acquisitions permitted under Section 11.5 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or purchasers in connection with such extension, refunding or refinancing, and provided further that the Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization,dispositions permitted under Section 11.5; (Ek) indorsement Indirect Obligations arising with respect to performance guaranties (which may include payment obligations) provided by a Loan Party on behalf of negotiable instruments for deposit or collection or similar transactions another Loan Party in the ordinary course of business; (l) Debt of any Loan Party to the Company which results from an Investment made by the Company in such Loan Party pursuant to, and permitted by, Section 11.11(b); (m) Debt in respect of Outside Letters of Credit in an aggregate principal amount not to exceed $75,000,000; and (Fn) unsecured Debt of the Company or any other Debt the Loan Party (excluding Indirect Obligations) in an aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred at any one time outstanding not to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate at any time outstanding75,000,000.

Debt. CreateThe Borrower shall not, incurand shall not permit the Parent, assume or suffer to exist, or permit any of its the other Restricted Subsidiaries to or any of the FaciliCom Unrestricted Subsidiaries to, create, incur, assume assume, become or be liable in any manner in respect of or suffer to exist, any Debt other than: Debt, except (i) in the case of the Borrower, Subordinated Debt; (ii) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (Aa) Debt under the Loan Documents, Papers, (Bb) Debt incurred under the Subordinated Notes and other Debt in connection with existence on the Securitization or the transactions listed date hereof as shown on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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 Debt5.08 hereto, and of any agreement entered into renewals, extensions (but not increases) and of any instrument issued in connection therewithrefinancings thereof on terms substantially similar thereto and on terms no more restrictive, are otherwise permitted by the Loan Documents, (c) trade payables incurred and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions paid in the ordinary course of business, and (Fd) other Debt between the aggregate principal amount Borrower and its Restricted Subsidiaries, and (e) so long as there exists no Default or Event of whichDefault in existence at the time incurred and none is caused thereby, together with the aggregate indebtedness secured by the Liens referred to (i) $100,000,000 in 5.02(a)(ii), shall not exceed $35,000,000 Debt constituting Capital Leases outstanding in the aggregate at any one time, (ii) unsecured subordinated Debt of the Borrower on terms and conditions acceptable to the Administrative Agent and each Lender, subordinated to the Facility pursuant to the subordination language set forth on Schedule 7.02 hereto and not in excess of $25,000,000 at any one time outstanding, (iii) with respect to the Borrower Debt of the Borrower under Interest Hedge Agreements, (iv) Debt For Borrowed Money not in excess of $5,000,000 secured by a Lien on the Provo, Utah property, (v) no more than $25,000,000 in recourse third- party financing and factoring arrangements outstanding at any one time, (vi) accrued but unpaid Earn-Out Liabilities, (vii) Debt under the FaciliCom Notes and (viii) Debt under the Exchange Indenture issued in exchange for the FaciliCom Notes pursuant to an offer to exchange on terms and conditions acceptable to Administrative Agent.

Debt. Create, incur, assume or suffer to exist, or permit any Allow the total Debt (excluding Subordinated Debt) of the Company and its Subsidiaries (on a consolidated basis) to create, incur, assume or suffer to exist, any exceed the sum of the following (the "Debt other than:Threshold"): (ia) in the case one hundred percent (100%) of the Borrower, Subordinated Debtvalue of the Company's cash and "short-term investments"; (iib) ninety-eight percent (98%) of the value of the Company's "mortgage loans receivable"; (c) ninety percent (90%) of the value of the Company's "pool loan purchases" and "mortgage claims receivable", to the extent such assets represent VA Mortgage Loans and FHA Mortgage Loans repurchased by the Company from GNMA security holders including the amount of past-due interest advanced by the Company on account of such Mortgage Loans which is guaranteed by VA or insured by FHA, provided however, the Required Lenders can elect upon 90 days prior notice to the Company not to include such interest amount in the case calculation of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary this component of the BorrowerDebt Threshold; (d) seventy-five percent (75%) of the amount of "Servicing Sale Receivables" which would qualify as "Eligible Pledged Servicing Sale Receivables" if such "Servicing Sale Receivables" (as such terms are defined under the Other Facility) were pledged as Collateral under the Other Facility; (e) sixty percent (60%) of the amount of the Company's servicing and hedging rights related thereto, as determined in accordance with GAAP on a monthly basis (or more frequently if requested by the Agent); and (iiif) in the case fifty percent (50%) of the Borrower and any value of its Subsidiaries, Approved Equity Securities, as shown on the most recent quarterly financial statements (Aor as reported on a more frequent basis if required by Agent) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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 maximum amount that can be included in this component 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, and provided further that the principal amount of such Surviving Debt Threshold shall not be increased above the principal amount thereof outstanding immediately pror to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed$200,000,000, as a result of or such amount may be reduced in connection accordance with Section 8.16. Terms set forth in quotes in this Section shall have the meanings given such extension, refunding or refinancing, and provided further that the Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions terms in the ordinary course of business, and (F) other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate at any time outstandingCompany's consolidated financial statements.

Debt. CreateNeither the Borrower nor any Restricted Subsidiary will incur, incurcreate, assume or suffer to existexist any Debt, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other thanexcept: (a) Senior Debt not in excess of the greater of (i) $100 million dollars minus the Aggregate Tranche B Commitments minus the amount of Pari Passu Debt outstanding from time to time that exceeds $10,000,000 in the case aggregate, if any or (ii) the amount of Senior Debt permitted such that the Interest Coverage Ratio on a commercially reasonable proforma projected basis for the twelve month period beginning on the date of the Borrower, Subordinated Debtcalculation thereof shall be greater than 2.75 to 1.00; provided that no additional Senior Debt may be incurred following and during the continuance of a Default; (iib) The Tranche B Indebtedness; (c) Debt existing on the Closing Date which is reflected in the case of Financial Statements or is disclosed in Schedule 9.01, and any of its Subsidiariesrenewals, Debt owed to the Borrower extensions or to a wholly-owned Subsidiary of the Borrower; andrefinancings (but not increases) thereof; (iii) in the case of the Borrower and any of its Subsidiaries, (Ad) Debt under the Loan Documents, (Bunrelated to Unrestricted Subsidiaries and other than for borrowed money) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of businessbusiness in connection with Hydrocarbon transportation, andHydrocarbon purchasing or other similar arrangements, provided that such arrangements are disclosed to the Agent and the costs of the financing related to such arrangements are incorporated into the Reserve Reports provided to the Agent; (Fe) other Debt under Hedging Agreements with a Lender or another Person rated BBB+ by Standard & Poor's Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., or better (or the aggregate principal amount equivalent rating by another nationally recognized rating service), the notional amounts of which, together with respect to commodity Hedging Agreements, do not exceed 80% of Borrower's anticipated oil and/or gas production from producing ▇▇▇▇▇ to be produced during the aggregate indebtedness term of such 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 and its Subsidiaries' operations; (f) Debt secured by the Liens referred permitted by clause (x) of the definition of "Excepted Liens"; (g) Debt secured by a pledge of investments in Unrestricted Subsidiaries permitted by clause (xii) of the definition of "Excepted Liens"; provided that such Debt is recourse solely to the investment so pledged; (h) loans and advances between the Restricted Subsidiaries, to any Restricted Subsidiary from the Borrower and to the Borrower from any Restricted Subsidiary; (i) Debt which is subordinated to the Tranche B Indebtedness in 5.02(a)(ii), shall right of payment; (j) Pari Passu Debt not exceed in excess of the greater of (i) $35,000,000 10,000,000 in the aggregate at any or (ii) $110,000,000 minus the Aggregate Tranche B Commitments minus the aggregate amount of Senior Debt outstanding from time outstandingto time; and (k) Debt consisting of the Borrower's obligation to make payments to Halliburton pursuant to Section 5.9 of the Participation Agreement in the event that the Borrower does not convey a working interest to Halliburton or its designee in the properties contemplated in such Section.

Debt. Create, incur, assume or suffer to exist, or permit any Allow the total Debt (excluding Subordinated Debt) of the Company and its Subsidiaries (on a consolidated basis) to create, incur, assume or suffer to exist, any exceed the sum of the following (the "Debt other than:Threshold"): (ia) in the case one hundred percent (100%) of the Borrower, Subordinated Debtvalue of the Company's cash and "short-term investments"; (iib) in ninety-eight percent (98%) of the case value of any the Company's "mortgage loans receivable"; (c) ninety percent (90%) of its Subsidiariesthe value of the Company's "pool loan purchases" and "mortgage claims receivable", Debt owed to the Borrower or to a whollyextent such assets represent VA Mortgage Loans and FHA Mortgage Loans repurchased by the Company from GNMA Security holders; (d) seventy-owned Subsidiary five percent (75%) of the Borroweramount of Servicing Sale Receivables which would qualify as Eligible Pledged Servicing Sale Receivables if such Servicing Sale Receivables were pledged as Collateral; (e) seventy-five percent (75%) of "loans held for investment"; and (iiif) in the case lesser of: (1) sixty-five percent (65%) of the Borrower and any sum of its Subsidiaries, (A) Debt under for Servicing Agreements not covered by the Loan Documents, then most recent appraisal of the value of the Company's Servicing Agreements pursuant to clause (B) Debt incurred in connection with immediately below, the Securitization lesser of acquisition price or the transactions listed on Schedule 5.02(b)(iii)(B) appraised market value (which shall be as set forth in an appraisal dated no more than 30 days prior to acquisition of such Servicing Agreements by a qualified third-party appraiser approved by the Agent, with such appraisal to be obtained and paid for by the Company and delivered to the extent Agent) of such Debt does not exceed $130,000,000 in Servicing Agreements (i.e. such Servicing Agreements shall be valued at zero unless such an appraisal has been obtained), and (B) for all other Servicing Agreements, the aggregate, appraised market value (Cwhich shall be determined every three months (or more frequently at the request of the Company, or if reasonably deemed advisable by the Agent, the Agent) Capitalized Leases not by a qualified third-party appraiser approved by the Agent, with such appraisals to exceed in be obtained and paid for by the Company and delivered to the Agent) of such Servicing Agreements (provided that if any Servicing Agreements have been sold by the Company since the date of the most recent appraisal, then the appraised value of the Company's Servicing Agreements shall be deemed reduced by an amount obtained by multiplying (i) the appraised market value of all Servicing Agreements prior to such servicing sale by (ii) a fraction having a numerator equal to the aggregate $10,000,000 at any time outstanding, principal outstanding balance of the Mortgage Loans serviced under the sold Servicing Agreements as of the date of sale and a denominator equal to the aggregate principal outstanding balance of the Mortgage Loans serviced pursuant to all of the Servicing Agreements (Dincluding the sold Servicing Agreements) the 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 covered by the Loan Documents, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, most recent servicing appraisal as a result of or in connection with such extension, refunding or refinancing, and provided further that the Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement date of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, sale); and (F2) other Debt the sum of (A) one percent (1.00%) of the aggregate outstanding principal amount balance of whichthe Mortgage Loans serviced by the Company pursuant to Servicing Agreements with FNMA, together with FHLMC or any other Person other than GNMA, FHA or VA and (B) one and one-quarter percent (1.25%) of the aggregate indebtedness secured outstanding principal balance of the Mortgage Loans serviced by the Liens referred Company pursuant to Servicing Agreements with GNMA, FHA or VA. Terms set forth in 5.02(a)(ii), quotes in this Section shall not exceed $35,000,000 have the meanings given such terms in the aggregate at any time outstandingCompany's consolidated financial statements.

Debt. CreateIt will not, incur, assume or suffer to exist, or and will not permit any of its Subsidiaries to Restricted Subsidiary to, directly or indirectly, create, incur, assume guarantee or suffer to existexist any Debt, except: (a) the Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Obligations arising under the Loan Documents; (b) 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 to the extent, in each case, not past due for more than 90 days after the date on which such accounts payable, accrued expenses, liabilities or other obligations were created or incurred unless being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (c) Permitted Purchase Money Debt; (d) Debt other than:arising from performance or appeal bonds or surety obligations required by Applicable Law in connection with the operation of the Properties of the Borrower or any Restricted Subsidiary and in the Ordinary Course of Business; (e) to the extent permitted by Section 10.2.4(d) and with respect to Foreign Subsidiaries, Section 10.2.4(l), (i) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries; provided, that all such Debt shall be (A) evidenced by a master intercompany note, in form and substance reasonably satisfactory to Agent (the “Intercompany Note”), and, if owed to an Obligor, shall be subject to a first priority (or, subject to the Intercreditor Agreement, second priority) perfected Lien in favor of Agent pursuant to the Loan Documents, and (B) unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the Intercompany Note and (ii) intercompany Debt owing by the Borrower or any Restricted Subsidiary to any Excluded Subsidiary, provided that such Debt is evidenced by the Intercompany Note to which such Excluded Subsidiary is a party and is unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the Intercompany Note; (f) Debt with respect to Senior Notes in an aggregate principal amount not to exceed $675,000,000 at any time outstanding; (g) Debt issued to insurance companies, or their affiliates, to finance insurance premiums payable to such insurance companies in connection with insurance policies purchased by a Obligor in the Ordinary Course of Business; (h) Debt (i) with respect to the ABL Loans so long as (A) the aggregate principal amount of the ABL Loans does not exceed $150,000,000 at any time outstanding, (B) the ABL Credit Agreement is not amended to increase the advance rate on accounts receivable beyond 85% and (C) the holders of such Debt (or the ABL Agent on their behalf) shall be party to the Intercreditor Agreement and (ii) incurred in connection with any financing from any lender in respect of the ABL Loans under Section 364 of the Bankruptcy Code to the extent permitted pursuant to the Intercreditor Agreement; (i) Debt with respect to Permitted Junior Priority Secured Debt (and any refinancings or replacements thereof) in the case of the Borrower, Subordinated aggregate principal amount not to exceed $200,000,000 at any time outstanding for all such Debt; (ii) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (Aj) Debt under the Loan Documents, (B) with respect to Permitted Junior Priority Secured Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent the proceeds of such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not are used to exceed in the aggregate $10,000,000 at any time outstanding, (D) the Surviving Debt and any Debt extending the maturity of, or refunding or refinancingrefinance, in whole or in part, any Surviving the Senior Notes as long as (i) such Debt constitutes Refinancing Debt permitted by Section 10.2.1(p) and (ii) after giving effect to the incurrence of such Debt, provided that the terms ratio 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 (A) the Loan Documents, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror PP&E Value 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (EB) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (F) other Debt the aggregate principal amount of whichall Debt outstanding under the Loan Documents as of such date and all Permitted Junior Priority Secured Debt incurred prior to the date of determination in reliance on Section 10.2.1(i) and this Section 10.2.1(j) is at least 1.50 to 1.00 and Agent receives a certificate of a Senior Officer, together in form and substance reasonably satisfactory to Agent, certifying that all of the requirements set forth in this clause (ii) have been satisfied or will be satisfied on or prior to the incurrence of such Debt; (k) Debt with respect to Borrowed Money owing by Foreign Subsidiaries in an aggregate principal amount not to exceed $10,000,000 as long as (i) no Obligor (A) provides any guarantee or credit support of any kind (including any undertaking, guarantee, indemnity, agreement or instrument that would constitute Debt) or (B) is directly or indirectly liable (as a guarantor or otherwise) for such Debt; (ii) the incurrence of which will not result in any recourse against any of the assets of any Obligor and (iii) no default with respect to which would permit (upon notice, lapse of time or both) any holder of any other Debt of any Obligor to declare pursuant to the express terms governing such Debt a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its stated maturity; (l) Borrowed Money (other than the Obligations, ABL Obligations and Permitted Purchase Money Debt) set forth on Schedule 10.2.1(l), but only to the extent outstanding on the Closing Date and not satisfied with proceeds of the Initial Loans; (m) Debt with respect to ABL Bank Products incurred in the Ordinary Course of Business; (n) Debt of a Person that merged or consolidated with the aggregate indebtedness Borrower or a Restricted Subsidiary or that is in existence when a Person becomes a Restricted Subsidiary or that is secured by an asset (other than Accounts) when acquired by the Liens referred Borrower or a Restricted Subsidiary, as long as such Debt was not incurred in contemplation of such merger or consolidation or such Person becoming a Subsidiary or such acquisition; provided that, after giving pro forma effect to in 5.02(a)(iisuch incurrence of Debt and such merger or consolidation or acquisition of such Restricted Subsidiary or asset pursuant to this clause (n), (i) the Fixed Charge Coverage Ratio for the four most recently completed Fiscal Quarters for which financial statements are available is at least 2.00 to 1.00 and (ii) the Asset Coverage Ratio (which shall be calculated excluding the value of the assets acquired that are subject to liens, to the extent of the amount of the obligation secured by such liens) exceeds the Asset Coverage Ratio calculated immediately prior to such incurrence of Debt and acquisition of such Restricted Subsidiary or asset pursuant to this clause (n); (o) Permitted Contingent Obligations; (p) Refinancing Debt as long as each the Refinancing Conditions are satisfied; (q) Permitted Unsecured Debt that is not exceed $35,000,000 included in any of the aggregate preceding clauses of this Section so long as, giving pro forma effect to any incurrence of Debt pursuant to this clause (q), the Fixed Charge Coverage Ratio for the four most recently completed Fiscal Quarters for which financial statements are available is at any time outstandingleast 2.00 to 1.00; and (r) Debt with respect to Hedging Agreements entered into in compliance with Section 10.2.14.

Debt. Create, incur, assume or suffer to exist, or (a) The Company will not permit at any time the ratio of Funded Debt of the Company and its Restricted Subsidiaries to create, incur, assume or suffer EBITDA to exist, any Debt other than: exceed (i) in 3.5 to 1.0 for the case of period commencing the Borrowerdate hereof through September 30, Subordinated Debt; 1999, and (ii) in 3.0 to 1.0 subsequent to September 30, 1999. For purposes of this Section 7.4(a), Current Debt of the case Company and its Restricted Subsidiaries shall be deemed to constitute Funded Debt of the Company and its Restricted Subsidiaries unless, for a period of forty-five (45) consecutive days (which period shall be determined by the Company) during each fiscal year, there shall have been outstanding no Current Debt of the Company and its Restricted Subsidiaries. For purposes of calculating the amount of Current Debt which will be deemed to constitute Funded Debt pursuant to the previous sentence, the amount of such Funded Debt will equal the average amount of Current Debt outstanding during each forty-five (45) day period of determination. (b) The Company will not permit at any time Debt of its Subsidiaries, Restricted Subsidiaries (other than Debt owed to the Borrower Company or another Restricted Subsidiary) and Secured Debt (together, "Priority Debt") to be incurred, unless after giving effect thereto, (i) such Priority Debt would be permitted to be outstanding under paragraph (a) of this Section 7.4, and (ii) the aggregate amount of such Priority Debt at any time outstanding would not exceed the sum of $10,000,000 plus 15% of Consolidated Net Tangible Assets. If the Company or a wholly-owned Restricted Subsidiary purchases or acquires 75% or more of the Borrower; andassets or capital stock of a Person that has outstanding Funded Debt and such acquired Person is thereupon designated a Restricted Subsidiary, then, notwithstanding clause (ii) of this paragraph (b), such Funded Debt of such acquired Person may remain outstanding if after giving effect thereto, the Company could incur additional Funded Debt pursuant to paragraph (a) of this Section 7.4." (c) The Original Agreement is amended by deleting from Section 7.7(b) the phrase beginning with (iii) and inserting in lieu thereof the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (F) other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate at any time outstanding.following:

Debt. CreateNo Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, assume or suffer to exist, or permit in any of its Subsidiaries to createmanner become liable, incurdirectly, assume indirectly, or suffer to existcontingently in respect of, any Debt other than:than the following (collectively, the “Permitted Debt”): (ia) in the case of the Borrower, Subordinated DebtObligations; (iib) intercompany Debt incurred in the case ordinary course of business owed by any of its SubsidiariesCredit Party to any other Credit Party; provided that, if applicable, such Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; andas an investment is also permitted in Section 6.3; (iii) in the case of the Borrower and any of its Subsidiaries, (Ac) Debt under the Loan Documents, (B) Debt incurred consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party in connection with the Securitization operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (d) purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $2,000,000 at any time; provided no Credit Party may enter into additional indebtedness of the transactions listed on Schedule 5.02(b)(iii)(Btype described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; (e) Hedging Arrangements to the extent such not prohibited under Section 6.15; (f) Debt does not exceed $130,000,000 in the aggregate, form of (Ci) Capitalized Leases not accounts payable to exceed in trade creditors for goods or services, (ii) payment obligations to a Banking Services Provider under commercial cards to the aggregate $10,000,000 at any time outstanding, (D) the Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt, provided extent 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or payment obligations arise in connection with the payment by such extension, refunding or refinancing, and provided further that the Existing Credit Agreement shall be terminated in whole upon the completion Banking Services Provider of accounts payable to trade creditors of the Securitization, Credit Parties for goods or services and (Eiii) indorsement of negotiable instruments current operating liabilities (other than for deposit or collection or similar transactions borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, as presently conducted, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP.; (g) Debt consisting of take-or-pay obligations under the RockPile Agreement; provided that the RockPile Agreement shall not be amended in any way that adversely affects the Borrower, including (i) to increase the amount due to RockPile upon a cancellation of the RockPile Agreement by the Borrower or (ii) to extend the tenor of the RockPile Agreement; (h) Debt consisting of take-or-pay obligations under the Caliber Agreements; provided that the Caliber Agreements shall not be amended in any way that adversely affects the Borrower, including increasing any amounts owed by the Borrower thereunder or any extension of the term thereunder; (i) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Borrower is in pro forma compliance with Sections 6.16 of the First Lien Credit Agreement as in effect on the date hereof, Section 6.17 hereof and Section 6.21 hereof after giving effect to any such issuance; (ii) such Debt is not secured by any Lien; (iii) no principal amount of such Debt matures earlier than six months after the Maturity Date; (iv) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (v) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Credit Documents; (vi) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (Fvii) other upon the issuance of any such Debt, the Borrower shall make a mandatory prepayment on the Advances in an amount equal to the lesser of the then outstanding Advances or the amount of the net proceeds received in respect of such Debt; (j) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), thereof shall not exceed $35,000,000 in the aggregate 1,000,000 at any time outstandingtime; and (k) Debt under the First Lien Credit Agreement to the extent permitted under the Intercreditor Agreement.

Debt. CreateNot, incur, assume or suffer to exist, or and not permit any of its Subsidiaries to Subsidiary to, create, incur, assume or suffer to existexist any Debt, any Debt other thanexcept: (ia) in Obligations under this Agreement and the case of the Borrower, Subordinated Debtother Loan Documents; (b) Debt secured by Liens permitted by Section 12.2(d), and extensions, renewals and refinancings thereof; (c) Debt of the UTi Group Companies to each other; provided that (i) such Debt of any Loan Party to any UTi Group Company that is not a Loan Party shall, if evidenced by a demand note, be evidenced by a demand note that is in form and substance reasonably satisfactory to the Administrative Agent and (ii) in the case of any of its Subsidiariesobligations under such Debt and demand note, Debt owed if any, shall be subordinated to the Borrower or to a wholly-owned Subsidiary Obligations of the Borrower; andLoan Parties hereunder pursuant to the Subordination Agreement or in such other manner satisfactory to the Administrative Agent; (iiid) Hedging Obligations under Hedge Agreements (i) with a Lender or an Affiliate thereof which provide protection against fluctuations in interest rates and (ii) which are approved by the case Administrative Agent which provide protection against fluctuations in currency exchange rates or commodity prices and, in each case, are not for speculation; (e) Debt described on Schedule 12.1, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) Debt of the UTi Group Companies (other than the Borrower and any of its Subsidiaries, the Target Group Companies), which is (i) outstanding on the date hereof and (ii) set out on Schedule 12.1 (A) on the date hereof, for such Debt under the Loan Documents, that is outstanding as of January 31, 2006 and (B) Debt incurred in connection with on the Securitization or date falling fourteen (14) days after the transactions listed on Schedule 5.02(b)(iii)(B) to the extent date hereof, for such Debt that is outstanding as of the date of this Agreement (provided that the Administrative Agent has given its confirmation in accordance Section 11.11), and any extensions, renewals or refinancings thereof so long as the principal amount; (g) Debt of the UTi Group Companies (or any of them) (other than Worldwide and any Target Group Company) not otherwise permitted by this Section 12.1, the aggregate amount of which for all such UTi Group Companies does not exceed $130,000,000 10,000,000.00 (or its equivalent in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (F) other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(iicurrencies), shall not exceed $35,000,000 in the aggregate at any time outstanding.

Debt. CreateNo Credit Party shall, nor shall it permit any of its Subsidiaries to, create, assume, incur, assume or suffer to exist, or permit in any of its Subsidiaries to createmanner become liable, incurdirectly, assume indirectly, or suffer to existcontingently in respect of, any Debt other than:than the following (collectively, the “Permitted Debt”): (ia) in the case of the Borrower, Subordinated DebtObligations; (iib) intercompany Debt incurred in the case ordinary course of business owed by any of its SubsidiariesCredit Party to any other Credit Party; provided that, if applicable, such Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; andas an investment is also permitted in Section 6.3; (iii) in the case of the Borrower and any of its Subsidiaries, (Ac) Debt under the Loan Documents, (B) Debt incurred consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party in connection with the Securitization operation of its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (d) purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $2,000,000 at any time; provided no Credit Party may enter into additional indebtedness of the transactions listed on Schedule 5.02(b)(iii)(Btype described in this clause (d) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default; (e) Hedging Arrangements to the extent such not prohibited under Section 6.15; (f) Debt does not exceed $130,000,000 in the aggregate, form of accounts payable to trade creditors for goods or services and current operating liabilities (Cother than for borrowed money) Capitalized Leases which in each case is not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the Surviving Debt and any Debt extending the maturity of, or refunding or refinancingmore than 90 days past due, 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions each case incurred in the ordinary course of business, as presently conducted, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (g) Debt consisting of take-or-pay obligations under the RockPile Agreement; provided that the RockPile Agreement shall not be amended in any way that adversely affects the Borrower, including (i) to increase the amount due to RockPile upon a cancellation of the RockPile Agreement by the Borrower or (ii) to extend the tenor of the RockPile Agreement; (h) Debt consisting of take-or-pay obligations under the Caliber Agreements; provided that the Caliber Agreements shall not be amended in any way that adversely affects the Borrower, including increasing any amounts owed by the Borrower thereunder or any extension of the term thereunder; (i) Debt consisting of senior unsecured notes issuances (the “Permitted Notes”); provided that: (i) the Borrower is in pro forma compliance with Sections 6.16 and 6.17 after giving effect to any such issuance; (ii) such Debt is not secured by any Lien; (iii) no principal amount of such Debt matures earlier than six months after the Maturity Date; (iv) no Default or Event of Default is occurring at the time of, or would occur as a result of, any such issuance; (v) the agreement or indenture governing any such Debt shall have covenants and restrictions that are no more restrictive than those set forth in the Credit Documents; (vi) the agreement or indenture governing any such debt shall not have any restriction on the ability of the Borrower or any of its Subsidiaries to guarantee the Secured Obligations or to pledge assets as Collateral for the Secured Obligations; and (Fvii) other upon the issuance of any such Debt, the Borrowing Base shall be automatically reduced in accordance with Section 2.2(e); and (j) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), thereof shall not exceed $35,000,000 in the aggregate 1,000,000 at any time outstandingtime.

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other than: (i) in the case of Holding, (A) Debt under the BorrowerLoan Documents, Subordinated Debt;the Stock Purchase Facilities Documents and the Bridge Note Documents, (B) Debt in an aggregate principal amount not to exceed $5,000,000 at any time outstanding to certain members of management of the Borrower in exchange for their equity ownership interests in Holding, provided that (w) such Debt is subordinated in right of payment to the Obligations of Holding under the Loan Documents on terms and conditions reasonably satisfactory to the Lender Parties, (x) such Debt shall not bear interest on a cash basis prior to the Termination Date, (y) the final maturity of such Debt is after the Termination Date and (z) there is no amortization of such Debt on or prior to the Termination Date, and (C) Debt in connection with the conversion of Preferred Stock of Holding with a liquidation value on the date of issue not in excess of $10,000,000, provided that (x) such Debt shall not bear interest on a cash basis prior to the Termination Date, (y) the final maturity of such Debt is after the Termination Date and (z) there is no amortization of such Debt on or prior to the Termination Date, (ii) in the case of the Borrower, (A) on and after the consummation of the Merger and so long as no Permanent Debt is outstanding, the Bridge Notes in an aggregate principal amount not to exceed $100,000,000, and (B) on and after the consummation of the Merger and so long as no Bridge Notes are outstanding, the Permanent Debt in an aggregate principal amount not to exceed $115,000,000; (iii) in the case of any of its Subsidiariesthe Subsidiaries of the Borrower, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower, provided that any such Debt shall be (A) evidenced by a promissory note and (B) pledged in favor of the Lender Parties pursuant to the terms of the Security Agreement; and (iiiiv) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(Bsecured by Liens permitted by Section 5.02(a)(vi) not to the extent such Debt does not exceed $130,000,000 in the aggregateaggregate $5,000,000 at any time outstanding, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) unsecured Debt incurred in the Surviving Debt and any Debt extending ordinary course of business for the maturity ofdeferred purchase price of property or services, or refunding or refinancing, in whole or in part, any Surviving Debt, provided that maturing within one year from the terms of any such extending, refunding or refinancing Debtdate created, and of aggregating, on a Consolidated basis, not more than $5,000,000 at any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitizationone time outstanding, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (F) other Debt (whether or not of the types described above in clauses (A) through (D)) in an aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred not to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate 2,500,000 at any time outstanding.

Debt. CreateThe Borrowers shall not, incureither directly or indirectly, assume create, assume, incur or suffer to existhave outstanding any Debt (including purchase money indebtedness), or permit become liable, whether as endorser, guarantor, surety or otherwise, for any debt or obligation of its Subsidiaries to createany other Person, incur, assume or suffer to exist, any Debt other thanexcept: (ia) in the case of Obligations under this Agreement and the Borrower, Subordinated Debtother Loan Documents; (iib) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary obligations of the Borrower; andBorrowers for Taxes, assessments, municipal or other governmental charges; (iiic) in the case obligations of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt Borrowers for accounts payable, other than for money borrowed, incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (d) Subordinated Debt; (e) Hedging Obligations incurred in favor of Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (f) Debt for Capital Expenditures, other than Capital Expenditures constituting Permitted Acquisitions, provided that the aggregate amount of all such Debt outstanding at any time shall not exceed One Million and no/100 Dollars ($1,000,000.00); (g) Debt described on Schedule 9.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (h) performance guaranties issued by the Borrowers of the operating obligations of their Subsidiaries made in the ordinary course of Borrowers’ business; provided, however, such guaranties shall exclude any guaranty of the payment of such Subsidiaries’ monetary obligations; (i) other unsecured Subordinated Debt, in addition to the Debt listed above, in an aggregate amount outstanding at any time not to exceed One Million and 00/100 Dollars ($1,000,000.00); and (Fj) other revolving loan facility Debt or Debt incurred in connection with advance payment or performance guaranties, each to the extent incurred by Borrowers’ foreign Subsidiaries after the date hereof, provided, (i) the applicable foreign Subsidiary uses good faith efforts to utilize Lender or an Affiliate of Lender to obtain such financing (considering all of the business circumstances involved) and it is determined to be impractical for the applicable foreign Subsidiary to obtain such financing from Lender or any of Lender’s Affiliates, whether utilizing Letters of Credit issued under this Agreement or otherwise; and (ii) the total aggregate principal outstanding amount of which, together with such Debt incurred after the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall date hereof does not exceed $35,000,000 in the aggregate at any time outstanding5,000,000.

Debt. CreateNot, incur, assume or suffer to exist, or and not permit any of its Subsidiaries to other Loan Party to, create, incur, assume or suffer to existexist any Debt, except: (a) Obligations under this Agreement and the other Loan Documents; (b) Real Estate Debt, together with any Debt of the ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ Subsidiary (including Centene Plaza Phase II Debt), the aggregate amount of which at any one time outstanding when taken together with any Investments made pursuant to Section 11.9(a)(iv) does not exceed the greater of (i) $270,000,000 or (ii) the amount equal to ninety percent (90%) of the amount of the fair market value of the property securing such Real Estate Debt; (c) Debt which is unsecured; provided that (i) after giving effect thereto on a pro forma basis, the Company and the other Loan Parties shall be in compliance with a Total Debt to EBITDA Ratio not greater than the applicable ratio set forth in Section 11.12.2 for any Computation Period as of the last day of the Computation Period, (ii) no Unmatured Event of Default or Event of Default shall have occurred and be continuing on the date of incurrence of such Debt or could reasonably be expected to occur as a result thereof, (iii) the documents governing such Debt do not contain covenants (including quantitative covenants and financial covenants) which are more restrictive than the covenants contained in this Agreement or which the Loan Parties could violate without violating the covenants contained in this Agreement, (iv) the final maturity of such Debt shall be no earlier than ninety (90) days after the Latest Maturity Date, and (v) the weighted average life to maturity of such Debt shall not be shorter than the weighted average life to maturity of any Loans or Commitments outstanding as of the time of the issuance thereof; (d) Subordinated Debt which is unsecured; provided that (i) after giving effect thereto on a pro forma basis, the Company and the other Loan Parties shall be in compliance with a Total Debt to EBITDA Ratio not greater than the applicable ratio set forth in Section 11.12.2 for any Computation Period as of the last day of the Computation Period, (ii) no Unmatured Event of Default or Event of Default shall have occurred and be continuing on the date of incurrence of such Debt or could reasonably be expected to occur as a result thereof, (iii) the documents governing such Subordinated Debt shall not contain covenants (including quantitative covenants and financial covenants) which are more restrictive than the covenants contained in this Agreement or which the Loan Parties could violate without violating the covenants contained in this Agreement, (iv) the final maturity of such Subordinated Debt shall be no earlier than ninety (90) days after the Latest Maturity Date, and (v) the weighted average life to maturity of such Subordinated Debt shall not be shorter than the weighted average life to maturity of any Loans or Commitments outstanding as of the time of the issuance thereof; (e) Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (f) (i) the Senior Notes outstanding on the Closing Date and (ii) Debt described on Schedule 11.1 and, in either case, any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased (it being agreed that any increase will be permitted without the consent of Administrative Agent and the Required Lenders only to the extent that such additional Debt other than:is otherwise permitted pursuant to clauses (b), (c), (d) or (m) of this Section 11.1); (g) Debt under Capital Leases for capital assets whose aggregate cost if purchased would not exceed $125,000,000; (h) Indirect Obligations of the Company which do not exceed $50,000,000 in the aggregate at any time; (i) Indirect Obligations arising with respect to customary indemnification obligations in the case favor of the Borrower, Subordinated Debtsellers in connection with Acquisitions permitted under Section 11.4 and purchasers in connection with dispositions permitted under Section 11.4; (iij) in the case Indirect Obligations arising with respect to performance guaranties (which may include payment obligations) provided by a Loan Party on behalf of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the another Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions Party in the ordinary course of business; (k) Debt of any Loan Party to the Company which results from an Investment made by the Company in such Loan Party pursuant to, and permitted by, Section 11.9(b); (l) Debt in respect of Outside Letters of Credit in an aggregate principal amount not to exceed $150,000,000; (m) unsecured Debt of the Company or any other Loan Party (excluding Indirect Obligations) in an aggregate amount at any one time outstanding not to exceed $75,000,000; and (Fn) other Assumed Debt of any Person that becomes a Loan Party after the date hereof in an aggregate principal amount of whichnot to exceed $75,000,000; provided that (i) such Debt exists at the time such Person becomes a Loan Party and is not created in contemplation or in connection with such Person becoming a Loan Party, together (ii) neither the Company nor any Loan Party that was not an obligor with the aggregate indebtedness respect to such Debt prior to such Person becoming a Loan Party shall become an obligor for such Debt; and (iii) such Debt shall not be secured by a Lien on any Property of the Liens referred Company or any Loan Party that did not secure such Indebtedness prior to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate at any time outstandingsuch Person becoming a Loan Party.

Debt. CreateNot, incur, assume or suffer to exist, or and not permit any of its Subsidiaries to other Loan Party to, create, incur, assume or suffer to existexist any Debt, any Debt other thanexcept: (ia) in Obligations under this Agreement and the case other Loan Documents (including, for the avoidance of doubt, the 2019 Incremental Term Loans); (b) Real Estate Debt, together with any Debt of any Centene Plaza Subsidiary (including Centene Plaza Debt), the aggregate amount of which at any one time outstanding when taken together with any Investments made pursuant to Section 11.9(a)(iv) does not exceed an amount equal to 90% of the Borrower, Subordinated amount of the fair market value of the property securing such Real Estate Debt; (c) Debt which is unsecured; provided that (i) after giving effect thereto on a pro forma basis, the Company and the other Loan Parties shall be in compliance with a Total Debt to EBITDA Ratio not greater than the applicable ratio set forth in Section 11.12.2 (giving effect, if applicable, to the provisos thereto) as of the last day of the most recently ended Computation Period, (ii) in no Unmatured Event of Default or Event of Default shall have occurred and be continuing on the case date of any incurrence of its Subsidiariessuch Debt or could reasonably be expected to occur as a result thereof, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent documents governing such Debt does do not exceed $130,000,000 contain covenants (including quantitative covenants and financial covenants) which are, taken as a whole, more restrictive in any material respect than the aggregate, covenants contained in this Agreement (Cother than covenants or other provisions (i) Capitalized Leases not applicable only to exceed in periods after the aggregate $10,000,000 at any time outstanding, Latest Maturity Date or (Dii) made applicable to this Agreement), (iv) the Surviving Debt and any Debt extending the final 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, and provided further that the principal amount of such Surviving Debt shall be no earlier than ninety days after the Latest Maturity Date and (v) the weighted average life to maturity of such Debt shall not be increased above shorter than the principal amount thereof weighted average life to maturity of any Loans or Commitments outstanding immediately pror as of the time of the issuance thereof; provided that clauses (iii), (iv) and (v) shall not apply to any bridge facility on customary terms if the long-term indebtedness that such extensionbridge facility is to be converted into satisfies such clauses. (d) Subordinated Debt which is unsecured; provided that (i) after giving effect thereto on a pro forma basis, refunding or refinancing, the Company and the direct other Loan Parties shall be in compliance with a Total Debt to EBITDA Ratio not greater than the applicable ratio set forth in Section 11.12.2 (giving effect, if applicable, to the provisos thereto) as of the last day of the most recently ended Computation Period, (ii) no Unmatured Event of Default or Event of Default shall have occurred and contingent obligors therefor be continuing on the date of incurrence of such Debt or could reasonably be expected to occur as a result thereof, (iii) the documents governing such Subordinated Debt shall not contain covenants (including quantitative covenants and financial covenants) which are more restrictive in any material respect, taken as a whole, than the covenants contained in this Agreement (other than covenants or other provisions (i) applicable only to periods after the Latest Maturity Date or (ii) made applicable to this Agreement), (iv) the final maturity of such Subordinated Debt shall be no earlier than ninety days after the Latest Maturity Date and (v) the weighted average life to maturity of such Subordinated Debt shall not be changed, shorter than the weighted average life to maturity of any Loans or Commitments outstanding as a result of or in connection with such extension, refunding or refinancing, and provided further that the Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization,time of the issuance thereof; (Ee) indorsement of negotiable instruments Hedging Obligations incurred for deposit or collection or similar transactions bona fide hedging purposes and not for speculation and Debt incurred in the ordinary course of businessbusiness in respect of netting services, andoverdraft protections and otherwise in connection with deposit accounts; (Ff) other Debt (i) the 2021 Senior Notes, the 2022 Senior Notes, the 2024 Senior Notes, the 2025 Senior Notes and the 2026 Senior Notes outstanding on the 2019 Restatement Effective Date, (ii) the Existing Wellington Notes, the New Senior Notes and the Bridge Loans; provided that the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), at any one time outstanding under this clause (ii) shall not exceed $35,000,000 8,350,000,000 in the aggregate, and (iii) Debt described on Schedule 11.1; (g) Debt under Capital Leases for capital assets or purchase money Debt whose aggregate cost if purchased would not exceed 1.50% of Consolidated Total Assets at the time of incurrence; (h) Guarantee Obligations of the Company which do not exceed $500,000,000 in the aggregate at any time outstanding; (i) Guarantee Obligations arising with respect to customary indemnification obligations in favor of sellers, adjustment of purchase price or similar obligations or from guaranties or letters of credit, surety bonds, performance bonds or similar obligations securing the performance of the Company or any Loan Party pursuant to such agreements, in each case in connection with Acquisitions permitted under Section 11.4 and purchasers in connection with dispositions permitted under Section 11.4; (j) Guarantee Obligations arising with respect to guaranties (which may include payment obligations) provided by a Loan Party on behalf of another Loan Party in the ordinary course of business; (k) (i) Debt of any Loan Party to the Company which results from an Investment made by the Company in such Loan Party pursuant to, and permitted by, Section 11.9(b) and (ii) Debt of any Loan Party to another Loan Party which results from an Investment made by such Loan Party in such other Loan Party pursuant to, and permitted by Section 11.9(a)(i); (l) Debt in respect of Outside Letters of Credit in an aggregate principal amount not to exceed $500,000,000; (m) Debt of the Company or any other Loan Party (excluding Guarantee Obligations) in an aggregate amount at any one time outstanding not to exceed 3.00% of Consolidated Total Assets at the time of incurrence; (n) assumed Debt of any Person that becomes a Loan Party after the 2019 Restatement Effective Date; provided that (i) on a pro forma basis after giving effect to the incurrence of such Debt, the Company will be in compliance with the financial covenant in Section 11.12.2 (giving effect, if applicable, to the provisos thereto) as of the last day of the most recently ended Computation Period, (ii) such Debt exists at the time such Person becomes a Loan Party and is not created in contemplation or in connection with such Person becoming a Loan Party, (iii) neither the Company nor any Loan Party that was not an obligor with respect to such Debt prior to such Person becoming a Loan Party shall become an obligor for such Debt; and (iv) such Debt shall not be secured by a Lien on any property of the Company or any Loan Party that did not secure such Debt prior to such Person becoming a Loan Party (except for proceeds and the products thereof and, in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender); (o) Debt of any Loan Party (other than any letter of credit) (i) pursuant to tenders, statutory obligations, bids, leases, governmental contracts, trade contracts, surety, stay, customs, appeal, performance or return of money bonds or other similar obligations incurred in the ordinary course of business and (ii) in respect of surety bonds, performance bonds or similar instruments to support any of the foregoing items; (p) Debt of any Loan Party (other than any letter of credit, but including obligations in respect of bank guaranties, surety bonds, performance bonds or similar instruments with respect to such Debt) incurred by such Loan Party in respect of workers compensation claims, unemployment insurance (including premiums related thereto), other types of social security, pension obligations, vacation pay, health, disability or other employee benefits; (q) Debt representing the deferred purchase price of property (including intellectual property) or services, including earn-out obligations, purchase price adjustments, escrow arrangements or other arrangements representing deferred payments incurred in connection with any Acquisition permitted or consented to hereunder; and (r) provided that no Unmatured Event of Default or Event of Default shall have occurred and is continuing or would result therefrom, the incurrence or issuance by the Company or any other Loan Party of Debt which serves to extend, replace, refund, renew, defease or refinance any Debt incurred as permitted under clauses (f), (g), (m) and (n) of this Section 11.1 or any Debt issued to so extend, replace, refund, renew, defease or refinance such Debt (“Refinancing Debt”); provided, however, that, (i) the final maturity date of such Refinancing Debt shall be no earlier than ninety days after the Latest Maturity Date, (ii) the weighted average life to maturity of such Refinancing Debt shall not be shorter than the weighted average life to maturity of the Debt being extended, replaced, refunded, renewed, defeased or refinanced, (iii) to the extent such Refinancing Debt extends, replaces, refunds, renews, defeases or refinances Debt subordinated or pari passu to the Obligations, such Refinancing Debt is subordinated or pari passu to the Obligations at least to the same extent (as determined in good faith by the board of directors of the Company) as the Debt being extended, replaced, refunded, renewed, defeased or refinanced and (iv) such Refinancing Debt shall be in an amount not greater than the amount of the Debt being extended, replaced, refunded, renewed, defeased or refinanced plus an additional amount incurred to pay reasonable premiums (including tender premiums) outstanding and unpaid interest and reasonable fees and expenses incurred in connection therewith; provided, further, however, that to the extent that any Debt incurred under clauses (g) or (m) is refinanced pursuant to this clause (r), then the aggregate outstanding principal amount of such Refinancing Debt shall be deemed to utilize the related basket under the applicable clause on a dollar-for-dollar basis (it being understood that an Unmatured Event of Default or Event of Default shall be deemed not to have occurred solely to the extent that the incurrence of such Refinancing Debt would cause the permitted amount under such Section to be exceeded and such excess shall be permitted hereunder).

Debt. CreateNone of the Obligors will incur, incurcreate, assume or suffer permit to existexist any Debt, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other thanexcept: (ia) in the case Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Borrower, Subordinated DebtNotes or other Indebtedness; (iib) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower disclosed in SCHEDULE 9.01, and any of its Subsidiaries,renewals or extensions (but not increases) thereof; (Ac) Debt under accounts payable (for the Loan Documents, (Bdeferred purchase price of Property or services) Debt from time to time incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of businessbusiness 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 leases permitted under SECTION 9.08; (e) Following a Permitted Acquisition, Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Obligor's Properties; (f) Debt of the Obligors under Hedging Agreements permitted under SECTION 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt is (i) if in excess of One Hundred Thousand Dollars ($100,000), evidenced by an Intercompany Note which has been pledged to secure the Indebtedness and is in the possession of the Administrative Agent, and (ii) subordinated to the Indebtedness upon terms and conditions satisfactory to the Administrative Agent; (h) Debt of the Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in scope approved by the administrative agent; and (Fi) other Debt of the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred Borrower not otherwise described under SUBPARAGRAPHS (A) through (H) above not to in 5.02(a)(ii), shall not exceed One Hundred Thousand Dollars ($35,000,000 100,000) in the aggregate at any time outstandingaggregate.

Debt. CreateNeither the Borrower nor any Restricted Subsidiary will incur, incurcreate, assume or suffer to existexist any Debt, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other thanexcept: (ia) in the case Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Borrower, Subordinated Debt; (ii) in the case of any of its Subsidiaries, Debt owed to the Borrower Notes or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt other Indebtedness arising under the Loan Documents,; (Bb) Debt incurred in connection with existing on the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 Closing Date which is reflected in the aggregate,Financial Statements or is disclosed in Schedule 9.01, and any renewals, extensions or refinancings (but not increases) thereof; (Cc) Capitalized Leases not Debt (unrelated to exceed in the aggregate $10,000,000 at any time outstanding, (DUnrestricted Subsidiaries and other than for borrowed money) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions incurred in the ordinary course of businessbusiness in connection with Hydrocarbon transportation, andHydrocarbon purchasing or other similar arrangements, provided that such arrangements are disclosed to the Agent and the costs of the financing related to such arrangements are incorporated into the Engineering Reports provided to the Agent; (Fd) other Debt under Hedging Agreements with a Lender or another counterparty rated BBB+ by Standard & Poor's Ratings Services or better (or the equivalent rating by another nationally recognized rating service), the notional amounts of which, with respect to commodity Hedging Agreements, do not exceed 80% of Borrower's anticipated oil and/or gas production from producing ▇▇▇▇▇ to be produced during the term of such 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 and its Subsidiaries' operations; (e) So long as the Threshold Amount equals the Aggregate Commitments and no Borrowing Base Deficiency has occurred which is continuing, additional Debt (including, without limitation, guarantees of Debt of Unrestricted Subsidiaries) with an outstanding aggregate principal amount not at any time in excess of which$5,000,000; provided, together with however, that the aggregate indebtedness Borrowing Base shall be reduced by the amount of all such Debt outstanding at any time which is in excess of $1,500,000. (f) Debt secured by the Liens referred permitted by clause (x) of the definition of "Excepted Liens"; provided that such Debt is discharged within 180 days of the relevant acquisition or merger; (g) Debt consisting of a pledge of investments in Unrestricted Subsidiaries permitted by clause (xii) of the definition of "Excepted Liens"; provided that such Debt is recourse solely to the investment so pledged; (h) loans and advances between the Restricted Subsidiaries, to any Restricted Subsidiary from the Borrower and to the Borrower from any Restricted Subsidiary; (i) Debt approved by the Majority Lenders which is subordinated on terms satisfactory to the Majority Lenders to the payment of the Indebtedness (with the Borrowing Base in 5.02(a)(ii), shall not exceed $35,000,000 effect from time to time being reduced by an amount equal to any effect upon the Borrowing Base occasioned by such subordinated Debt in the aggregate at any time outstandingjudgment of the Majority Lenders).

Debt. CreateThe Company will not, incur, assume or suffer to exist, or and will not permit any of its Subsidiaries to Restricted Subsidiary to, create, incur, assume assume, or permit or suffer to exist, any Debt other thanthan the following: (ia) in Debt arising under this Agreement and the case of other Note Purchase Agreements, including Debt evidenced by the Borrower, Subordinated DebtAmended Notes; (iib) Debt existing or arising under the Credit Agreement, the Existing Reimbursement Agreements, the 1995 Notes and the other Transaction Documents; or (c) other Debt existing on the Effective Date and described in the case Part 2.2(b) of any of its Subsidiaries, Debt owed Annex 3 to the Borrower or to a wholly-owned Subsidiary of the Borrower; andWaiver and Third Amendment; (iiid) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the Surviving Debt and any Debt extending the maturity of, or refunding refunding, refinancing or refinancingreplacing, in whole or in part, any Surviving DebtDebt of the Company or any Restricted Subsidiary described in the immediately preceding clauses (a) through (c) above on terms no more restrictive in the aggregate (as reasonably determined by the Majority Holders) to the Company or such Restricted Subsidiary, as applicable, than the terms of the Debt so extended, refunded, refinanced or replaced, and in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing, replacement or extension; (e) Debt of a Restricted Subsidiary owing to the Company or to another Restricted Subsidiary that is a Guarantor; (f) Debt in respect of Capitalized Lease obligations secured as permitted under Section 8.17(a)(xi) and Debt secured by Purchase Money Liens permitted under Section 8.17(a)(vii); 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, and provided further that the aggregate outstanding principal amount of all such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (F) other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall does not exceed Thirty-five Million Dollars ($35,000,000 in the aggregate 35,000,000) at any time outstanding.time;

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to (a) The Borrower shall not create, incur, assume or suffer to exist, exist any Debt other than: (i) in the case of the Borrowerthat is secured by any Lien that is not permitted by Section 5.07, Subordinated Debt; (ii) that does not arise or exist under the Existing Credit Agreement, (iii) that does not arise or exist under this Credit Agreement or (iv) that is not in existence as of the case of Closing Date and set forth on Schedule 5.17 hereto; provided, however, that the Borrower may (A) renew, ------------- -------- ------- refinance or extend any of its SubsidiariesDebt originally permitted to be created, incurred or assumed or permitted to exist pursuant to this subsection (a) so long as such renewed, refinanced or extended Debt owed (y) is on terms and conditions no less favorable to the Borrower or to a wholly-owned Subsidiary than the Debt originally issued (including, without limitation, any shortening of the Borrower; and (iii) final maturity or average life to maturity or requiring any payment to be made sooner than originally scheduled or any increase in the case of interest rate applicable thereto or any change to any subordination provision thereof) and (z) matures no earlier than six months after the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, Termination Date, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, enter into Hedging Agreements, (C) Capitalized Leases not to exceed incur Debt in the aggregate $10,000,000 at any time outstanding, (D) the 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 respect of any such extending, refunding or refinancing Debt, and trade letters of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions credit in the ordinary course of business, and (D) incur intercompany Debt to the extent not otherwise prohibited by this Credit Agreement, provided that such intercompany Debt shall be fully subordinated to the Obligations, on terms and conditions reasonably satisfactory to the Agents and (E) incur additional Debt after the date hereof in respect of uncommitted, unsecured lines of credit in an aggregate amount not to exceed $25,000,000 at any time outstanding and (F) other Guarantee Obligations in respect of Debt of Subsidiaries permitted to be incurred by such Subsidiaries under the aggregate immediately following subsections (b)(i), (b)(iii) and (b)(iv) (provided that with respect to Debt incurred pursuant to subsection (b)(iv) below, such Guarantee Obligations may exist only to the extent the Borrower provided a Guarantee of such Debt as of the Closing Date). (b) Except for Debt existing as of the Closing Date and set forth on Schedule 5.17, the Borrower shall not permit any Subsidiary to create, ------------- incur, assume or suffer to exist any Debt except for (i) Debt owed by a Domestic Subsidiary to the Borrower or another Domestic Subsidiary of the Borrower, (ii) Debt deemed incurred in connection with a Permitted Receivables Financing permitted under Section 5.10; (iii) Debt of Subsidiaries arising in connection with the Summerville City IRB and the Catoosa Co. IRB; and (iv) renewals, refinancings and extentions of Debt outstanding on the Closing Date in the same or lesser principal amount of whichthe Debt then outstanding relating thereto so long as such renewed, together with refinanced or extended Debt is on terms and conditions no less favorable to such Subsidiary than the aggregate indebtedness secured by Debt originally issued (including, without limitation, any shortening of the Liens referred final maturity or average life to in 5.02(a)(ii), shall not exceed $35,000,000 maturity or requiring any payment to be made sooner than originally scheduled or any increase in the aggregate at interest rate applicable thereto or any time outstandingchange to any subordination provision thereof). It is understood and agreed that in the event that any Subsidiary or Subsidiaries of the Borrower provides a Guarantee or Guarantees to any Person or Persons other than the Lenders, such Subsidiary or Subsidiaries shall immediately provide equal and ratable Guarantees to the Lenders hereunder.

Debt. CreateThe Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to existexist any Debt, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other thanexcept: (ia) in the case Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Borrower, Subordinated Debt; (ii) in the case of any of its Subsidiaries, Debt owed to the Borrower Notes or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt other Indebtedness arising under the Loan Documents,; (Bb) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and; (Fc) other Debt the under Capital Leases not to exceed $2,000,000 in aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate at any time outstanding; (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of, or provision for the abandonment and remediation of, the Oil and Gas Properties; (e) intercompany Debt between any Credit Parties 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 one of the Credit Parties, and, provided further, that any such Debt owed by any Credit Party shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement; and (f) Permitted Additional Debt incurred after the Effective Date, the principal amount of which does not exceed $300,000,000 at any time outstanding and any guarantees thereof; provided that (i) the Borrower shall have furnished to the Administrative Agent and the Lenders, not less than seven Business Days prior written notice of its intent to incur such Permitted Additional Debt, the amount thereof, and the anticipated closing date, together with copies of drafts of the material definitive documents therefor and, when completed, copies of the final versions of such material definitive documents, (ii) at the time of incurring such Permitted Additional Debt (A) no Default has occurred and is then continuing, (B) no Default would result from the incurrence of such Permitted Additional Debt after giving effect to the incurrence of such Permitted Additional Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), and (C) after giving effect to the incurrence thereof, the Borrower is in pro forma compliance with the financial covenants contained in Section 9.01, (iii) the incurrence of such Permitted Additional 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 then in effect and (iv) concurrently with the incurrence of such Debt, the Borrowing Base is adjusted pursuant to Section 2.07(e)(iii).

Debt. CreateThe Borrowers will not, incurnor will it permit any Subsidiary to, assume create, incur or suffer to existexist any Debt, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other thanexcept: (i) in the case Debt of the Borrower, Subordinated DebtBorrowers under the Loan Documents; (ii) Debt in existence on the case of any of its Subsidiariesdate hereof, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; andas set forth on Schedule 3; (iii) trade Debt incurred to acquire goods, supplies, and services and incurred in the case ordinary course of the Borrower and any of its Subsidiaries,business; (A) Debt under the Loan Documents, (Biv) Debt incurred to refinance all or a portion of the Loans and/or Letters of Credit as long as all proceeds are used to repay the Loans (or apply as cash collateral for outstanding Letters of Credit), the Debt is not senior or pari passu in connection with any way to the Securitization Loans or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent Letters of Credit remaining outstanding and such Debt does not exceed $130,000,000 mature prior to the maturity of Loans and/or Letters of Credit remaining outstanding; (v) Debt secured by Liens permitted pursuant to Section 8.8; (vi) Subordinated Debt of Pacific issued and outstanding as of June 28, 1997 under the 7.25% Subordinated Convertible Debentures originally issued in the aggregate,amount of $30,000,000 in 1983; (Cvii) Capitalized Leases not Debt subordinated to exceed in the aggregate Obligations, issued with terms and conditions acceptable to the Required Lenders, of up to $10,000,000 at any time outstanding, (D) the Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt50,000,000, provided that no Default exists as of the terms date of any such extending, refunding issuance thereof or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, would occur as a result of or in connection with such extensionissuance; (viii) Industrial development bonds up to an aggregate amount not to exceed $18,000,000, refunding or refinancing, and provided further that the Existing Credit Agreement shall be terminated in whole upon the completion no Default exists as of the Securitization,date of issuance thereof or would occur of such result of such issuance; (Eix) indorsement Contingent liabilities incurred in the ordinary course of the Borrowers' business which does not exceed an aggregate principal amount of $3,000,000 at any one time outstanding; (x) Debt and lease obligations for the purpose of acquiring fixed or capital assets, permitted under Section 6.1; (xi) Debt under operating leases for real or personal property used in the Borrowers' business as presently conducted; (xii) The endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, the Borrower's business or presently conducted; (xiii) Intercompany Debt from time to time outstanding; and (Fxiv) other Debt incurred to finance insurance policies of the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate at any time outstandingBorrowers and their Subsidiaries through insurance companies.

Debt. CreateThe Parent and the Borrower will not, and will not permit any of the other Restricted Subsidiaries to, incur, create, assume or suffer to existexist any Debt, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other thanexcept: (ia) in the case Loans or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Borrower, Subordinated DebtLoans or other Indebtedness arising under the Loan Documents; (b) Debt of the Parent and its Restricted Subsidiaries (i) existing on the date hereof that is reflected on Schedule 9.02 and (ii) permitted to be incurred during an Investment Grade Period existing during any subsequent Borrowing Base Period to the extent the aggregate such Debt exceeds the amount permitted to be incurred under each of Section 9.02(c) and Section 9.02(i); (c) Debt under Finance Leases or that constitutes Purchase Money Debt; provided that the Debt permitted by this clause (c) shall not exceed, at the time any such Debt is incurred (and after giving effect to such incurrence) and together with all other Debt incurred pursuant to this Section 9.02(c), an aggregate principal amount equal to the greater of (i) $125,000,000 and (ii) (x) during a Borrowing Base Period, five percent (5%) of the Borrowing Base in effect at such time or (y) during an Investment Grade Period, two percent (2%) of Consolidated Net Tangible Assets as of the last day of the then most recently ended Rolling Period for which financial statements are available; (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 case of any of its Subsidiaries, Guaranty Agreement; (e) Debt owed to constituting a guaranty by the Borrower Parent or to by a wholly-owned Restricted Subsidiary of the Borrower; andother Debt permitted to be incurred under this Section 9.02; (iii) in the case of the Borrower and any of its Subsidiaries, (Af) Debt under the Loan Documents,Permitted Senior Unsecured Notes and guarantees thereof by any Credit Party; provided that after giving effect to the issuance thereof after the Effective Date, the application of the proceeds thereof, and any automatic reduction of the Borrowing Base pursuant to Section 2.07(e) on account thereof: (i) the Parent shall be in pro forma compliance with Section 9.01 as of the most recently ended fiscal quarter for which financial statements have been or are required to be delivered pursuant to Section 8.01(a) or Section 8.01(b) and (ii) no Event of Default or Borrowing Base Deficiency shall exist; (Bg) Debt incurred arising from agreements of the Borrower or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations (including earn-outs), in each case entered into in connection with the Securitization Investments in or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate,Transfers of any business, assets or stock permitted hereunder; (Ch) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement Borrower or any Restricted Subsidiary consisting of negotiable instruments for deposit or collection or similar transactions obligations to pay insurance premiums incurred in the ordinary course of business, and; (Fi) other Funded Debt; provided that the Funded Debt permitted by this clause (i) shall not exceed, at the time any such Funded Debt is incurred (and after giving effect to such incurrence) and together with all other Debt incurred pursuant to this Section 9.02(i), an aggregate principal amount equal to the greater of (i) $125,000,000 and (ii) (x) during a Borrowing Base Period, five percent (5%) of the Borrowing Base in effect at such time or (y) during an Investment Grade Period, two percent (2%) of Consolidated Net Tangible Assets as of the last day of the then most recently ended Rolling Period for which financial statements are available; (j) Permitted Junior Lien Debt; provided that (i) the amount of Permitted Junior Lien Debt that is secured by second priority Liens permitted by this clause (j) shall not exceed an aggregate principal amount equal to $350,000,000, (ii) such Permitted Junior Lien Debt (other than Permitted Refinancing Debt in respect of any such Permitted Junior Lien Debt) shall be issued solely in exchange for, or the net proceeds thereof shall be used solely to Redeem, Debt under the Permitted Senior Unsecured Notes in a single transaction or series of substantially contemporaneous related transactions and (iii) for the avoidance of doubt, no Permitted Junior Lien Debt may be issued or incurred during an Investment Grade Period; (k) Permitted Refinancing Debt in respect of Permitted Senior Unsecured Notes, Permitted Junior Lien Debt, Permitted Pari Term Loan Debt and Debt permitted under Section 9.02(b); (l) Permitted Pari Term Loan Debt incurred on or prior to the earlier of (x) April 24, 2026 and (y) the first Term Loan Facility Closing Date; provided that (i) the aggregate principal amount of whichPermitted Pari Term Loan Debt permitted by this clause (l) shall not exceed, together with at the time of incurrence thereof, an aggregate principal amount equal to the least of the following: (A) the Borrowing Base then in effect minus the Aggregate Elected Revolving Commitment Amounts then in effect, (B) an amount equal to the Aggregate Elected Revolving Commitment Amounts at such time and (C) an amount equal to thirty-three and one-third percent (33-1/3%) of the sum of (1) the Aggregate Elected Revolving Commitment Amounts then in effect plus (2) the aggregate indebtedness secured principal amount of Permitted Pari Term Loan Debt then outstanding (after giving effect to any such incurrence of Permitted Pari Term Loan Debt); and (ii) for the avoidance of doubt, no Permitted Pari Term Loan Debt may be issued or incurred during an Investment Grade Period; and (m) Debt not permitted by the Liens referred to foregoing clauses (a) through (l) which is approved in 5.02(a)(ii), shall not exceed $35,000,000 in writing by the aggregate at any time outstandingMajority Lenders.

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other than: (i) in the case of the Borrower, Subordinated Debt; (ii) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (F) other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate at any time outstanding.

Debt. Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, any Debt other than: (i) in the case of the BorrowerBorrowers, (A) Subordinated Debt evidenced by the Subordinated Notes, and any Debt extending the maturity of, or refinancing, in whole or in part such Subordinated DebtNotes; provided that the terms of any such extension or refinancing, and of any agreement entered into and of any instrument issued in connection therewith, are not prohibited by the Loan Documents; provided further that the principal amount of such Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension or refinancing; provided further that the terms relating to principal amount, amortization, maturity, interest rate, subordination, and other material terms of any such extension or refinancing 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 the Subordinated Notes, and (B) Debt in respect of Hedge Agreements incurred in the ordinary course of business and consistent with prudent business practice; (ii) in the case of any of its SubsidiariesRestricted Subsidiaries (other than the Mexico Subsidiary, except any Debt thereof incurred in the ordinary course of business), Debt owed to the Borrower Borrowers or to a wholly-owned Restricted Subsidiary of the BorrowerBorrowers; and (iii) in the case of the Borrower Borrowers and any of its their Restricted Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(Bsecured by Liens permitted by Section 5.02(a)(iv) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) and Capitalized Leases not to exceed in the an aggregate principal amount equal to $10,000,000 at any time outstanding; provided that such aggregate principal amount shall be increased to $25,000,000 on the date of delivery, pursuant to Section 5.03(b)(ii), of quarterly financial statements showing the Leverage Ratio as less than 4.50:1.00, (DC) 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 not prohibited by the Loan Documents, and ; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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, (D) Debt of any Person existing at the time such Person is merged into or consolidated with, or acquired by, either Borrower or any Restricted Subsidiary or becomes a Restricted Subsidiary of either Borrower in accordance with the provisions of Section 5.02(e)(ix) or (x); provided that such Debt was not incurred in contemplation of such merger, consolidation or investment; and provided further that neither Borrower nor any Restricted Subsidiary which acquired such Person is liable for such Debt; provided further that the Leverage Ratio in effect on the date of, and immediately after, the incurrence of such Debt is less than 4.50:1.00; and provided further that the Existing Credit Agreement shall be terminated aggregate principal amount of all Debt incurred pursuant hereunder shall, when taken together with any Debt incurred pursuant to clause (F) of this Section 5.02(b)(iii), in whole upon no event exceed $50,000,000 in the completion of the Securitizationaggregate at any time outstanding, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and, (F) other Debt incurred in connection with an Investment made pursuant to Section 5.02(e)(ix); provided that the aggregate principal amount of whichall Debt incurred pursuant hereunder shall, when taken together with the aggregate indebtedness secured by the Liens referred any Debt incurred pursuant to in 5.02(a)(iiclause (D) of this Section 5.02(b)(iii), shall not in no event exceed $35,000,000 50,000,000 in the aggregate at any time outstanding, (G) Debt consisting of guaranty Obligations in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of the U.S. Borrower and its Restricted Subsidiaries in an aggregate principal amount not to exceed $10,000,000, (H) Debt in respect of any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business, and (I) other Debt outstanding in an aggregate principal amount not to exceed $10,000,000 at any time outstanding; provided that such principal aggregate amount shall be increased to $25,000,000 on the date of delivery, pursuant to Section 5.03(b)(ii), of quarterly financial statements showing the Leverage Ratio as less than 4.50:1.00.

Debt. CreateNone of the Borrower, incur, assume the Parent or suffer to exist, or permit any of its Subsidiaries to createshall incur or maintain any Debt, incur, assume or suffer to exist, any Debt other than: : (ia) in the case of Obligations; (b) Debt described on SCHEDULE 6.9; (c) the Borrower, Subordinated Debt; Senior Notes; (iid) in the case Debt of any of its Subsidiaries, Debt owed Credit Party to the Borrower or to a wholly-owned Subsidiary of the Borrowerany other Credit Party; and (iii) in the case of the Borrower and any of its Subsidiaries, (Ae) Debt resulting from Restricted Investments permitted under the Loan Documents, SECTION 7.10(b), (Bg), (m) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B(n); (f) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the Surviving Debt and any Debt extending the maturity ofGuaranties, including those evidenced by performance or refunding or refinancingsurety bonds, 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of businessbusiness in an aggregate amount at any one time outstanding not to exceed $2,000,000 (excluding the amount thereof, and if any, secured by Letters of Credit); (Fg) other Debt in an aggregate amount at any one time outstanding not to exceed $3,000,000; (h) Capital Leases and purchase money secured Debt incurred to purchase or acquire additions to property, plant or Equipment PROVIDED that (i) Liens securing the same attach only to the property, plant and Equipment acquired by the incurrence of such Debt, and (ii) the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall such Debt (including Capital Leases) outstanding does not exceed $35,000,000 30,000,000 at any time; (i) Hedge Agreements; and (j) Debt evidencing a refunding, renewal or extension of the Debt described in the aggregate at foregoing clauses (b) through (h); PROVIDED that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any time outstandingassets in 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 Debt as of the Closing Date or, if later, the date such Debt was incurred, shall become an obligor or guarantor thereof, and (iv) the terms of such refunding, renewal or extension are in all material respects, no less favorable to the Borrower, the Agent or the Lenders than the original Debt; provided no such terms shall alter any provisions relating to the subordination, intercreditor arrangements or rights in Collateral in any manner adverse to the Agent or the Lenders.

Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to The Company shall not create, incur, assume assume, become or be liable in any manner in respect of, or suffer to exist, any Debt, except (a) Debt other than: (iin existence on the date hereof, as shown on Schedule 5.3(a) in and any amendment to the case Silicon Valley Bank Loan and Security Agreement listed thereon provided, however that the Company obtains the approval of the Borrower, Subordinated Debt; (ii) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary Investors holding 80% of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the then outstanding principal amount of such Surviving Debt shall not be increased above Notes prior to increasing the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion size of the Securitization, overall credit facility, (Eb) indorsement of negotiable instruments for deposit or collection or similar transactions trade payables incurred and paid in the ordinary course of business, and (Fc) other Contingent Liabilities in existence on the date hereof, as shown on Schedule 5.3(c), (d) Contingent Liabilities resulting from the endorsement of negotiable instruments for collection in the ordinary course of business, (e) Debt in connection with a capital raising transaction that is approved by the aggregate Board of Directors of the Company, provided, however, that (1) such Debt is unsecured, (2) such Debt is expressly subordinate to the Notes, (3) such Debt has a maturity date that is, and the Company does not use any funds towards the payment of such Debt until, 91 days after the date that the Notes are no longer outstanding and (4) the Company obtains the approval of the Investors holding a majority of the then outstanding principal amount of whichNotes held by Investors and (f) refinancing of that certain Subordinated Promissory Note, together dated November 7, 2002 issued to Tektronix, Inc. (the “Tektronix Note”), provided, however, (i) that any Debt incurred with respect to such refinancing is expressly subordinate to the aggregate indebtedness secured by Notes and is not for a principal amount greater than the Liens outstanding principal amount of the Tektronix Note on the date of such refinancing and (ii) the Company obtains the approval of each Investor that, at the time such approval is sought, holds greater than $50,000 in principal amount of Notes (collectively (a) through (f) shall be referred to in 5.02(a)(iias “Permitted Indebtedness”), shall not exceed $35,000,000 in the aggregate at any time outstanding.

Debt. Create, incur, assume or suffer to exist, or permit any Allow the total Debt (excluding Subordinated Debt) of the Company and its Subsidiaries (on a consolidated basis) to create, incur, assume or suffer to exist, any exceed the sum of the following (the "Debt other than:Threshold"): (ia) in the case one hundred percent (100%) of the Borrower, Subordinated Debtvalue of the Company's cash and "short-term investments"; (iib) ninety-eight percent (98%) of the value of the Company's "mortgage loans receivable"; (c) ninety percent (90%) of the value of the Company's "pool loan purchases" and "mortgage claims receivable", to the extent such assets represent VA Mortgage Loans and FHA Mortgage Loans repurchased by the Company from GNMA Security holders including the amount of past-due interest advanced by the Company on account of such Mortgage Loans which is guaranteed by VA or insured by FHA, provided however, the Required Lenders can elect upon 90 days prior notice to the Company not to include such interest amount in the case calculation of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary this component of the BorrowerDebt Threshold; (d) seventy-five percent (75%) of the amount of Servicing Sale Receivables which would qualify as Eligible Pledged Servicing Sale Receivables if such Servicing Sale Receivables were pledged as Collateral; (e) seventy-five percent (75%) of "loans held for investment"; (f) sixty percent (60%) of the amount of the Company's servicing rights as determined in accordance with GAAP on a monthly basis (or more frequently if requested by the Agent); (g) fifty percent of the value of Approved Equity Securities, as shown on the most recent quarterly financial statements (or as reported on a more frequent basis if required by Agent) provided that the maximum amount that can be included in this component of the Debt Threshold shall be $100,000,000, as such amount may be reduced in accordance with Section 8.16; and (iiih) fifty percent (50%) of the amount of Servicing Sale Receivables which would not qualify as Eligible Servicing Sale Receivables net of any contingent expense holdback relating to such Servicing Sale Receivables recorded as a liability under GAAP. Terms set forth in quotes in this Section shall have the meanings given such terms in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (F) other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate at any time outstandingCompany's consolidated financial statements.

Debt. CreateNot, incur, assume or suffer to exist, or and not permit any of its Subsidiaries to other Loan Party to, create, incur, assume or suffer to existexist any Debt, except: (a) Obligations under this Agreement and the other Loan Documents; (b) Debt secured by Liens permitted by Section 11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $3,000,000; (c) Debt of any Borrower to any other than:Borrower; provided that if such Debt is evidenced by a note, such note shall be pledged and delivered to the Administrative Agent pursuant to the Collateral Documents as additional collateral security for the Obligations, and the obligations under any demand note shall be subordinated to the Obligations of the applicable Borrower hereunder in a manner reasonably satisfactory to the Administrative Agent; (d) Hedging Obligations approved by Administrative Agent and incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the initial Loans hereunder); (g) Subordinated Debt of the Company incurred to refinance the Term B Loans on terms and conditions in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, in an amount not to exceed the remainder of (x) $75,000,000 less (y) the amount of Subordinated Debt outstanding under clause (m) below, or, if less, such amount such that immediately after giving effect to the issuance and the application of proceeds thereof, the Total Debt to EBITDA Ratio is less than or equal to 3.00 to 1.00; provided, that (i) immediately before and after giving effect to the issuance of such Subordinated Debt (A) no Unmatured Event of Default or Event of Default has occurred and is continuing and (B) the Revolving Loan Availability is equal to or more than $5,000,000 and (ii) the proceeds of such Subordinated Debt are actually used to Finally Pay the Term B Loans and the remaining proceeds, if any, are deposited in an account maintained with the Administrative Agent which has been pledged as Collateral for the Obligations pursuant to cash collateral arrangements satisfactory to the Administrative Agent and thereafter, prior to the occurrence of an Event of Default, used to make Permitted Acquisitions or to prepay the Term A Loans or the Revolving Loan pursuant to Section 6.2.1; (h) Earnout Obligations and/or the deferred purchase price incurred in connection with a Permitted Acquisition in an amount not to exceed 20% of the purchase price of such Permitted Acquisition; (i) in the case accretion and capitalization of the Borrower, Subordinated Debtinterest on Debt otherwise permitted under this Agreement; (iij) Debt incurred in the case ordinary course of any business in connection with the financing of its Subsidiariesinsurance premiums; (k) Debt incurred in the ordinary course of business in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (l) Debt owed to the Borrower or of an Acquired Entity acquired pursuant to a wholly-owned Subsidiary Permitted Acquisition outstanding at the time of the Borrower; andsuch Permitted Acquisition, provided that such Debt shall not have been incurred in contemplation of such Permitted Acquisition; (iiim) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Subordinated Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 Permitted Acquisitions in the aggregate, (C) Capitalized Leases an amount not to exceed the remainder of (x) $75,000,000 less the amount of Subordinated Debt outstanding under clause (g) above; provided, that immediately before and after giving effect to the issuance of such Subordinated Debt no Unmatured Event of Default or Event of Default has occurred and is continuing; and (n) other Debt, in addition to the Debt listed above, in an aggregate $10,000,000 outstanding amount not at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (F) other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed exceeding $35,000,000 in the aggregate at any time outstanding500,000.

Debt. Create, incur, assume or suffer to exist, or permit Neither the Borrower nor any of its Subsidiaries to shall, either directly or indirectly, create, incurassume, assume incur or suffer to exist, have outstanding any Debt (including purchase money indebtedness), or become liable, whether as endorser, guarantor, surety or otherwise, for any debt or obligation of any other thanPerson, except: (ia) in the case of Obligations under this Agreement and the Borrower, Subordinated Debtother Loan Documents; (iib) in the case of any of its Subsidiariesobligations for Taxes, Debt owed to the Borrower assessments, municipal or to a wholly-owned Subsidiary of the Borrower; andother governmental charges; (iiic) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt obligations for accounts payable, other than for money borrowed, incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and; (Fd) other Debt of the Borrower to any Subsidiary Guarantor or of any Subsidiary Guarantor to Borrower; (e) Subordinated Debt; (f) Hedging Obligations incurred in favor of the Bank or an Affiliate thereof for bona fide hedging purposes and not for speculation; (g) Capitalized Lease Obligations, provided that the aggregate principal amount of whichall such Debt outstanding at any time, together combined with obligations of the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii)Borrower and its Subsidiaries for Operating Lease Expenses at such time, shall not exceed Five Million and 00/100 Dollars ($35,000,000 5,000,000.00) in the aggregate; (h) Debt for Capital Expenditures incurred after the date of this Agreement not to exceed Twenty-Three Million and 00/100 Dollars ($23,000,000.00) in the aggregate at in any time outstandingone fiscal year; (i) provided such Debt is indefeasibly paid and terminated on or before the date that is twenty (20) Business Days after the Closing Date, the "Revolving Loans" and the "Letter of Credit Borrowings" as such terms are defined in the AmSouth Bank Credit Agreement; and (j) Debt described on Schedule 9.1(i) and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased.

Debt. CreateNeither the Company nor any Subsidiary will incur, incurcreate, assume or suffer to existexist any Debt, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other thanexcept: (ia) in the case of the Borrower, Subordinated DebtNotes or other Indebtedness; (iib) Debt of the Company existing on the Closing Date which is reflected in the case of Financial Statements or is disclosed in Schedule 9.01(b) (but excluding under the Prior Credit Agreement), and any of its Subsidiaries, Debt owed to the Borrower renewals or to a wholly-owned Subsidiary of the Borrower; andextensions (but not increases) thereof; (iiic) in accounts payable (for the case deferred purchase price of the Borrower and any of its Subsidiaries, (AProperty or services) Debt under the Loan Documents, (B) Debt from time to time incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of businessbusiness which, if greater than 120 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) the Senior Unsecured Notes; provided that for any such Debt issued after the Closing Date (i) the maturity of such Debt must be no earlier than January 23, 2008, shall provide for no unscheduled mandatory payments or prepayments of principal before such date (other than upon acceleration following default under the related indenture) and shall provide for no scheduled payments or prepayments of principal before such date, (ii) no Default shall exist and be continuing on the date of such issuance, and (iii) taking into account the use (contemporaneously with such issuance) of proceeds from such issuance, the Borrowing Base, adjusted for such issuance, must equal or exceed the aggregate outstanding principal amount of the Loans plus the LC Exposure; (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties of the Company and its Subsidiaries; and (Ff) obligations to establish or pay into escrow accounts or other reserves amounts necessary to cover costs of abandonment of oil and gas well▇ ▇▇▇/or drilling sites. (g) Swap Contracts; provided, however, that (i) such Swap Contracts related to oil production shall not, either individually or in the aggregate, cover more than seventy-five percent (75%) of the Company's and its Subsidiaries' estimates for the production of oil for each individual period covered by the Swap Contracts, (ii) such Swap Contracts related to natural gas production shall, not either individually or in the aggregate, cover, more than seventy-five percent (75%) of the Company's and its Subsidiaries' estimates for the production of natural gas for each individual period covered by the Swap Contracts, (iii) each counterparty to a Swap Contract shall have senior unsecured long-term debt rated BBB or higher by S&P or Baa2 or higher by Mood▇'▇ ▇▇ the commencement of such Swap Contract, and (iv) no Swap Contract shall be secured by any Lien; (h) Debt incurred by Special Purpose Subsidiaries and the Subsidiaries listed on Schedule 9.01(h), if and only if, such Debt is evidenced by a document or instrument containing language, in form and substance satisfactory to the Agent, by which the lender or lenders acknowledge that the Debt advanced by them to the Special Purpose Subsidiary and the Subsidiaries listed on Schedule 9.01(h) to be non-recourse to the Company and all other Subsidiaries; (i) obligations arising under arrangements or agreements designed to protect the Company or a Subsidiary entered into the ordinary course of business to reduce the Company's or a Subsidiary's exposure to fluctuations in interest rates; (j) Without limitation of any other part of Section 9.01, Debt of the Company created, incurred or assumed after the Closing Date; provided that the aggregate outstanding principal amount of whichsuch Debt shall not at any one time exceed $40,000,000; (k) Debt (as defined in clause (h) under the definition of Debt) created by the KCS Production Payments as defined in Section 1.04 of the Purchase and Sale Agreement between Hall-▇▇▇▇▇▇▇ ▇▇▇ Company and Newfield Exploration Company dated August 11, together 1998 covering the Property described on Schedule 9.01(k); (l) The QUIPS Debentures, the QUIPS and the QUIPS Guaranty; and (m) Subordinated Debt of the Company; provided that for any such Debt issued after the Closing Date (i) the maturity of such Debt must be no earlier than January 23, 2008, shall provide for no unscheduled mandatory payments or prepayments of principal before such date (other than upon acceleration following default under the related indenture) and shall provide for no scheduled payments or prepayments of principal before such date, (ii) no Default shall exist and be continuing on the date of such issuance, (iii) at the option of the Company, (x) the Company shall have provided to the Banks information about such Debt so that the Required Banks shall have been able to redetermine before such issuance the Borrowing Base (giving effect to such issuance) in accordance with Section 2.08 or (y) the Borrowing Base shall be reduced by the amount of such Debt issued, and (iv) taking into account the use (contemporaneously with such issuance) of proceeds from such issuance, the Borrowing Base, adjusted for such issuance, must equal or exceed the aggregate indebtedness secured by outstanding principal amount of the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in Loans plus the aggregate at any time outstandingLC Exposure.

Debt. Create, incur, assume or suffer to exist, or permit any of its the Restricted Subsidiaries to create, incur, assume or suffer to exist, any Debt other than: (ia) Debt under the Initial Facilities in the case aggregate amount of up to the equivalent as of the Effective Date in any applicable currency as permitted under the Initial Facilities of US$850,000,000 (whether advanced under any such Initial Facility on the Effective Date or thereafter); (b) Debt of the Borrower owed to any Person (other than an Affiliate of the Borrower) to the extent (i) both before and immediately after incurring such Debt, Subordinated no Default has occurred and is continuing or could reasonably be expected to occur as a result thereof, (ii) immediately after incurring such Debt, the Total Debt to EBITDA Ratio, on a pro forma basis to give effect to such Debt, is less than the maximum Total Debt to EBITDA Ratio required to be maintained pursuant to Section 5.16(a) as of the last day of the most recent fiscal quarter for which financial statements are required to have been delivered in accordance with Section 5.06(b), (iii) such Debt has an average life no shorter than the average remaining life of the Debt under the Initial Facilities, (iv) no more than 25% of such Debt (determined as of when such Debt was initially incurred) comes due during any twelve month period (so long as Debt under the Facilities are outstanding), (v) the chief financial officer of the Borrower shall have certified (and it shall be true) that both before and immediately after incurring such Debt, (A) the Borrower shall be in compliance with the financial ratios set forth in Section 5.16, and (B) based on the Business Plan of the Borrower most recently delivered to each Facility Agent pursuant to the terms hereof, the Borrower will be in compliance with the financial ratios set forth in Section 5.16 for the periods described in such Business Plan after taking into account the amount, interest rate and repayment schedule of such Debt, and (vi) such Debt shall not have mandatory prepayment provisions more favorable to lenders and note purchasers providing such Debt than the mandatory prepayment provisions under Section 2.01 hereof unless all of the Common Creditors are provided with the benefits of any such more favorable prepayment provisions; (c) Debt of any Operating Subsidiary to the extent (i) (A) the aggregate amount of such Debt incurred by all of the Operating Subsidiaries does not exceed US$50 million, and (B) both before and after incurring such Debt and until the Borrower’s Obligations under the Facilities have been indefeasibly repaid in frill, the Total Debt to EBITDA Ratio, on a pro forma basis to give effect to such Debt, is less than the maximum Total Debt to EBITDA Ratio required to be maintained pursuant to Section 5.16(a) as of the last day of the most recent fiscal quarter for which financial statements are required to have been delivered in accordance with Section 5.06(b), and (ii) (A) such Debt is not secured by any Liens and is for working capital purposes, or(B) such Debt is secured by Permitted Liens described in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary clauses (e) and (f) of the Borrowerdefinition thereof; (d) Permitted Project Finance Indebtedness by any Project Subsidiary; and (iiie) Debt of an Obligor (other than a Project Subsidiary) owed to another Obligor (other than a Project Subsidiary); (f) Subordinated Debt pledged as Collateral by Holdco to the Collateral Agent pursuant to a first priority security interest in the case favor of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (F) other Debt the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in the aggregate at any time outstanding.Collateral Agent;

Debt. CreateNot, incur, assume or suffer to exist, or and not permit any of its Subsidiaries to other Loan Party (other than Holdings) to, create, incur, assume or suffer to existexist any Debt, any Debt other thanexcept: (ia) in Obligations under this Agreement and the case of the Borrower, Subordinated Debtother Loan Documents; (iib) Debt secured by Liens permitted by Section 11.2(d), and extensions, renewals and refinancings thereof; (c) The Intercompany Notes, provided (1) such Debt shall not at any one time exceed $450,000,000 outstanding in the case aggregate, (2) such Debt shall be evidenced by one or more demand promissory notes in the form of any of its Subsidiaries, Debt owed Exhibit J and pledged and delivered to Administrative Agent pursuant to the Borrower or Collateral Documents, (3) such Debt accrues interest at a rate not to exceed the rates per annum as set forth on Exhibit J attached hereto, and (4) such Debt is at all times subordinate to the Obligations in a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower manner and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent satisfactory to the Administrative Agent and collaterally assigned to and in the possession of the Administrative Agent (and in the event any such notes are modified, amended, restated, or replaced, the Administrative Agent may substitute possession for any such existing notes for new notes (or take such other action as it deems necessary with respect to any modification or amendment thereto), and Schedule 1 of the Guarantee and Collateral Agreement shall, at such time, be deemed amended to reflect any such new notes or modifications or amendments thereto); (d) Debt described on Schedule 11.1 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Debt does is not exceed $130,000,000 in increased at the aggregate, time of such refinancing, refunding, renewal or extension and (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (Dii) the Surviving Debt terms relating to principal amount, amortization, maturity, collateral (if any) and any Debt extending the maturity ofsubordination (if any), or refunding or refinancingand other material terms taken as a whole, in whole or in part, any Surviving Debt, provided that the terms 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 otherwise no less favorable in any material respect to the Loan Parties or Lenders than the terms of any agreement or instrument governing the Debt being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Debt does not exceed the then applicable market interest rate; (e) Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the initial Loans hereunder); (f) Contingent Liabilities listed on Schedule 11.1; (g) Unsecured Guaranties by the Company and/or its Subsidiaries in respect of Debt of the Company or its domestic Subsidiaries permitted by the Loan Documents, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization,this Section 11.1; (Eh) indorsement Debt arising from the honoring by a bank or other financial institution of negotiable instruments for deposit or collection a check, draft or similar transactions instrument drawn against insufficient funds in the ordinary course of business, andprovided that such Debt is extinguished within five (5) Business Days after its incurrence; (Fi) other Debt Hedging Obligations incurred in favor of Administrative Agent, or any of its Affiliates, for bona fide hedging purposes and not for speculation or as required pursuant to the terms of this Agreement; (j) Lending License Bonds permitted under this Agreement; (k) the Investment Note Debt, provided that the aggregate principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), thereof shall not exceed the Investment Note Cap at any time; and (l) the Subordinated Debt, not to exceed $35,000,000 25,000,000 in the aggregate at any time outstanding, provided that a Subordination Agreement (or other manner of subordination approved by the Administrative Agent) is in effect with respect thereto and not being challenged in any respect by any Person.

Debt. CreateThe Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to existexist any Debt, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt other thanexcept: (ia) in the case Notes or other Indebtedness arising under the Loan Documents or Cash Management Agreements or any guaranty of or suretyship arrangement for the Borrower, Subordinated DebtNotes or other Indebtedness arising under the Loan Documents or Secured Cash Management Agreements; (iib) in the case of any of its Subsidiaries, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and; (Fc) other Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the aggregate principal amount of which, together with all Debt described in this Section 9.02(c) at any one time outstanding in the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed the greater of $35,000,000 10,000,000 and 0.5% of Consolidated Total Assets; (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of, or provision for the abandonment and remediation of, the Oil and Gas Properties; (e) Debt under Senior Notes and guaranties given by any Subsidiary that is a guarantor hereunder with respect thereto; provided that (i) on the date such Senior Notes are issued and immediately after giving effect to such issuance, the Borrower is in compliance on a pro forma basis with Section 9.01 of this Agreement and (ii) on the date such Senior Notes are issued (y) the Borrowing Base is reduced as required by Section 2.07(e)(iii) and (z) the Borrower has made any prepayments required by Section 3.04(c)(ii); (f) Debt of any Loan Party owing to any other Loan Party; (g) guaranty obligations in the ordinary course of business in respect of obligations to (or of) suppliers, customers, franchisees, lessors, licensees or sublicensees; and 91 (h) other unsecured Debt not otherwise permitted in Section 9.02(e) not to exceed the greater of $25,000,000 and 1.25% of Consolidated Total Assets, in the aggregate at any one time outstanding.

Debt. Create(a) The Borrower's Consolidated Debt will at no time exceed the Debt Limit; provided that if a Debt Limit Excession exists solely by reason of a reduction of the Debt Limit pursuant to a redetermination under subsection (b)(ii) below, incur, assume or suffer to exist, or permit any no Default will arise hereunder so long as the Borrower is in compliance with the mandatory prepayment provisions of its Subsidiaries to create, incur, assume or suffer to exist, any Section 2.09(b). (b) The Debt other thanLimit will be determined and adjusted periodically as follows: (i) in Prior to a determination pursuant to subsection (b)(ii) below, on the case basis of the BorrowerInitial Reserve Report, Subordinated Debt;and subject to adjustment in accordance with subsections (b)(iii) and (b)(iv) below, the Debt Limit shall be $520,000,000. (ii) The Administrative Agent will in its sole and absolute discretion determine a proposed Debt Limit in accordance with its customary oil and gas lending practices (A) within 30 days of delivery of each Reserve Report pursuant to Section 5.09, commencing January 1, 2003 or (B) at any time if the case of any of its Subsidiaries, Debt owed Required Banks so elect by notice to the Borrower or and the Administrative Agent, and, in either such case, notify such proposed Debt Limit to each of the other Banks. Unless (x) with respect to a whollyproposed Debt Limit less than or equal to the then-owned Subsidiary existing Debt Limit, the Banks having more than 33 1/3% of the aggregate amount of Commitments then in effect (or, if the Commitments have been terminated, holding Notes evidencing more than 33 1/3% of the aggregate principal amount of the Loans then outstanding), at their sole and absolute discretion, notify the Borrower and Administrative Agent that they disapprove such proposed Debt Limit, or (y) with respect to a proposed Debt Limit greater than the then-existing Debt Limit, any Bank, at its sole and absolute discretion, notifies the Borrower and Administrative Agent that it disapproves such proposed increase of the Debt Limit within 30 days of notice by the Administrative Agent as aforesaid, such Debt Limit shall become effective on such 30th day. If the Debt Limit is so disapproved, then the Banks shall consult with one another to determine a Debt Limit acceptable, at their sole and absolute discretion, to (i) with respect to a Debt Limit less than or equal to the then-existing Debt Limit, the Required Banks, or (ii) with respect to a Debt Limit greater than the then-existing Debt Limit, all Banks. The Debt Limit so determined shall be promptly notified in writing by the Administrative Agent to the Borrower; and, and upon such notification shall be binding on all parties. (iii) in the case of Upon any sale by the Borrower and or any Subsidiary of its Subsidiaries, any Petroleum Property (A) Debt under the Loan Documents, other than (B) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (Di) the 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 sale 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, and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately pror 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 Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (E) indorsement of negotiable instruments for deposit or collection or similar transactions hydrocarbons after severance occurring in the ordinary course of businessthe Borrower's business as presently conducted, and(ii) the sale of any Petroleum Property pursuant to the Section 29 Transaction or (iii) the sale of the Section 29 Transaction PPIs by reason of the rescission of the Section 29 Transaction) or any direct or indirect transfer or other disposition to any third party of a direct or indirect interest in any Subsidiary whose assets were included in the most recent determination of the Debt Limit, the Debt Limit shall be reduced, effective on the date of consummation of the sale of such Petroleum Property or transfer of such interest in such Subsidiary, by an amount equal to 60% of the net proceeds of or consideration for (whether received in cash or otherwise) such sale or transfer; provided that no such reduction shall be required with respect to aggregate net sales proceeds or consideration received of up to $25,000,000 in any calendar year; and provided, further, that all such sales of Petroleum Properties and transfers of interests in Subsidiaries are subject to the provisions of Sections 5.12 and 5.15. (Fiv) If prior to the next preparation of the Reserve Report pursuant to Section 5.09, the Borrower notifies the Administrative Agent of the acquisition by the Borrower or any Subsidiary of any Proved Reserves and other Debt assets consisting primarily of gas gathering and transmission pipelines located in the aggregate principal amount United States of whichAmerica or in Canada (the right to give such notice limited to twice in any calendar year), together the Administrative Agent shall promptly thereafter notify each Bank of such acquisition and the Borrower shall as promptly as practicable thereafter deliver to each of the Banks a report prepared by or under the supervision of a petroleum engineer (who may be an employee of the Borrower) evaluating such Proved Reserves and other assets. Within 60 days of delivery of such evaluation report, the Administrative Agent, after consultation with the aggregate indebtedness secured Borrower, will in its sole and absolute discretion determine a proposed increase in the Debt Limit and notify such proposed increase to each of the Banks. Unless any Bank in its sole and absolute discretion notifies the Borrower and Administrative Agent that it disapproves such proposed increase of the Debt Limit within 30 days of notice by the Liens referred Administrative Agent as aforesaid, such Debt Limit shall become effective on such 30th day. If such proposed increase in the Debt Limit is so disapproved, then the Banks shall consult with one another to determine an increase in 5.02(a)(iithe Debt Limit acceptable at their sole and absolute discretion to all Banks. The Debt Limit as increased by the amount so determined by all Banks shall be promptly notified in writing by the Administrative Agent to the Borrower, and upon such notification shall be binding on all parties. (v) The Borrower shall notify each Bank at the earliest practicable time in advance of any transactions which entail a reasonable likelihood of an adjustment to the Debt Limit pursuant to subsection (b)(iii), (b)(iv) or (b)(v) above, and shall not exceed $35,000,000 in the aggregate at furnish each Bank with such information with respect thereto as any time outstandingBank may reasonably request.