Common use of Debt Clause in Contracts

Debt. For purposes of the foregoing: (a) the maximum fixed repurchase price of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such time.

Debt. For purposes of the foregoing: (a) the maximum fixed repurchase price of any Redeemable Capital Interests that do Subordinated Debt in an aggregate outstanding principal amount not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding exceed at any time Five Million Dollars ($5,000,000); (c) Permitted Purchase Money Debt, so long as (i) such Permitted Purchase Money Debt and the associated Purchase Money Lien (if any) are incurred and granted, respectively, not more than ten (10) days after the acquisition of any Debt issued with original issue discount the fixed asset that is the principal subject thereof and (ii) the aggregate amount of such Debt does not, at any one time, exceed $60,000,000; (d) Funded Debt (other than the Obligations and Permitted Purchase Money Debt permitted under Section 9.1(c) hereof), to the extent outstanding on the Closing Date and listed on Schedule 9.1 (provided that individual obligations in an amount less than $2,000,000 are not required to be listed on such Schedule); (e) Guarantees by the remaining unamortized portion Credit Parties or any Subsidiaries in respect of Debt otherwise permitted under this Section 9.1; (f) Debt incurred or assumed in connection with Permitted Acquisitions and other permitted Investments consisting of the original issue discount purchase of a business unit, line of business or a division of a Person or all or substantially all of the assets or all of the Equity Interests of another Person to the extent such Debt was not incurred in connection with, or in contemplation of, such Person’s becoming a Subsidiary or such Acquisition, not to exceed $25,000,000 in the aggregate at any time; provided, that to the extent such time as determined Debt is secured by a Lien on any Accounts or Inventory, such Lien shall be junior to the Lien of Administrative Agent and the Credit Parties shall segregate (and not commingle) any such Accounts or Inventory and proceeds thereof, in conformity each case, pursuant to intercreditor arrangements reasonably satisfactory to Administrative Agent in consultation with GAAPthe Company; (g) Debt arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business; (h) Debt of Borrowers or any Subsidiary in connection with one or more standby or trade-related letters of credit, but performance bonds, bid bonds, appeal bonds, wage bonds, bonds issued in favor of any Governmental Authority, bankers acceptances, insurance obligations, reclamation obligations, bank guarantees, surety bonds, completion guarantees or other similar bonds and obligations, including self-bonding arrangements, issued by Borrowers or a Subsidiary, in each case, in the Ordinary Course of Business or pursuant to self-insurance obligations and not in connection with the borrowing of money or the obtaining of advances; (i) Debt consisting of customary indemnification obligations in favor of purchasers in connection with Permitted Asset Dispositions; (j) Debt arising from Investments in Subsidiaries permitted by Section 9.4; (k) Intercompany Debt, provided that (i) all such Debt shall be unsecured Debt; (ii) all such Debt shall constitute Subordinated Debt, as and when incurred, without necessity of further action on the part of Administrative Agent or Borrower(s) obligated thereon or holding such Debt, (iii) such Debt shall not be paid, in whole or in part, except as provided in clause (iv) below, unless and until all Obligations have been Paid in Full; (iv) such Debt may be paid (but unless approved by the Required Lenders, or paid to Administrative Agent for applications to the Obligations, not prepaid) in accordance with its terms from time to time so long as no Default or Event of Default then exists and none would be caused by such payment being made; (v) shall be - 124 - deemed Incurred only assigned to Administrative Agent as additional Collateral effective with the incurrence thereof without necessity of further action on the date part of original issuance Administrative Agent or Borrower(s) obligated thereon or holding such Debt, and Administrative Agent at any time, following an Event of Default, shall have the right (but not the obligation) to enforce the payment and collection of such Debt and to require that such Debt be evidenced by one or more promissory notes (if not then so evidenced) and be endorsed to and deposited with Administrative Agent to facilitate the assignment thereof to Administrative Agent, and in such event, Administrative Agent shall be a holder in due course thereof; (cvi) shall not be assigned to any Person by the amount holder thereof, except to Administrative Agent as provided above, (vii) shall not be reduced or forgiven, or converted to equity, or be subordinated (except pursuant hereto) by any holder of any such Debt described in clause and (viii) is if any Bankruptcy Event of Default shall have occurred, Administrative Agent shall have the net amount payable sole and exclusive right (after giving effect but not the obligation) to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default file proofs of claim and take other actions, in its discretion, in respect of such PersonDebt in such proceeding and to receive the entirety of any payments made thereon for application to the Obligations; (l) Permitted Refinancing Debt of Debt permitted under clauses (b), (c), (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured ), and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and aboveand (gt) to the extent not otherwise included in of this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount Section or of Debt subsequently incurred under this clause (l); (m) Debt arising in connection with (i) the financing of any Person at any date insurance premiums so long as each insurance policy subject to such premium finance arrangement provides that it shall not be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only canceled or not renewed upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that less than thirty (30) days’ (or ten (10) days’ in the case of non-payment) prior written notice thereof by the insurer to Administrative Agent or (ii) take-or-pay obligations contained in supply or other arrangements, in each case in the Ordinary Course of Business; (n) Debt sold at representing deferred compensation to officers, directors or employees of any Credit Party issued or incurred in the Ordinary Course of Business; (o) Debt consisting of unsecured indemnification, adjustment of purchase price, Earn-Outs or similar deferred or contingent obligations, seller promissory notes and payment obligations in respect of non-competition agreements, in each case, incurred or assumed in connection with any Acquisition or Asset Disposition or disposition of any business or any Subsidiary to the extent permitted hereby; provided that any Earn-Out or seller promissory note in excess of $5,000,000 shall be subordinated in right of payment to the Obligations pursuant to a discountSubordination Agreement on terms acceptable to Administrative Agent; (p) Debt in respect of obligations under Swap Agreements incurred in the Ordinary Course of Business and not for speculative purposes; (q) Guarantees by Borrowers or any Subsidiaries of borrowings by current or former officers, managers, directors, employees or consultants in connection with the purchase of Equity Interests of Borrowers by any such person in an aggregate principal amount not to exceed $1,000,000 any one time outstanding; (r) Debt arising from the honoring by a bank or other financial institution of such Debt at a check, draft or similar instrument drawn against insufficient funds in the Ordinary Course of Business; (s) any time will be the accreted value thereof at such time.transaction permitted under Section 9.11; and - 125 -

Debt. For purposes of Neither the foregoing: Borrower nor any Restricted Subsidiary will incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase price Notes or other Indebtedness arising under the Loan Documents or any guaranty of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with or suretyship arrangement for the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, Notes or other Indebtedness arising under the repurchase price shall be the book value of such Redeemable Capital Interests; Loan Documents; (b) Debt existing on the Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 9.01, and any renewals, extensions or refinancings (but not increases) thereof; (c) Debt (unrelated to Unrestricted Subsidiaries and other than for borrowed money) incurred in the ordinary course of business in connection with Hydrocarbon transportation, Hydrocarbon 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; (d) 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 outstanding not at any time in excess of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date$5,000,000; provided, however, that in the case of Debt sold at a discount, Borrowing Base shall be reduced by the amount of all such Debt outstanding at any time will be which is in excess of $1,500,000. (f) Debt secured by the accreted value thereof at Liens permitted by clause (x) of the definition of "Excepted Liens"; provided that such timeDebt 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 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 judgment of the Majority Lenders).

Debt. For purposes of the foregoing: Except as previously and expressly consented to in writing by Agent, no Borrower shall, directly or indirectly, permit, incur or maintain any Debt, other than (a) the maximum fixed repurchase price Obligations, (b) Debt set forth on Schedule 8.6, (c) Debt evidencing intercompany loans among Borrowers and Guarantors, (d) the Subordinated Debt and (e) the South Carolina Notes, (f) current accounts payable, accrued expenses and customer advance payments incurred in the ordinary course of business, (g) Debt secured by Permitted Liens; (h) Debt permitted under Paragraph 8.3, (i) unsecured Debt in addition to the foregoing in an aggregate amount not to exceed $250,000 at any one time outstanding, and (j) any Debt representing a Permitted Refinancing of the foregoing or, with respect to the Prospect Subordinated Debt, a refinancing permitted by the Intercreditor Agreement (collectively, “Permitted Debt”). No Borrower shall (i) make any payments (A) in respect of any Redeemable Capital Interests Subordinated Debt (except that do not have a fixed repurchase price shall be calculated Borrowers may make any regularly scheduled payments of principal and interest due under such Borrower’s Subordinated Debt so long as no Default or Event of Default then exists or would result therefrom and such payments are made in accordance with the terms and conditions of any subordination agreement among the holder or holders of such Redeemable Capital Interests as if Subordinated Debt, Agent and/or Lenders or the subordination provisions set forth in such Redeemable Capital Interests were repurchased on any date on which Subordinated Debt shall be required to be determined pursuant to this Indenture; provideddocuments), however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; and (bB) the amount outstanding at any time in respect of any Prospect Subordinated Debt issued (except that Borrowers may make payments in accordance with original issue discount is the principal amount Intercreditor Agreement), (ii) amend, modify or rescind any provisions of any of Borrower’s (A) Subordinated Debt in such Debt less a manner as to affect adversely Agent’s liens on the remaining unamortized portion Collateral or the prior position of the original issue discount Notes or accelerate the date upon which any installment of principal and interest of any Subordinated Debt is due or make the covenants and obligations of the Borrowers contained in such Subordinated Debt at such time as determined documents materially more restrictive than those set forth in conformity with GAAP, but such Debt shall be deemed Incurred only the Loan Documents as of the date of original issuance thereof; such amendment or modification, or (cB) Prospect Subordinated Debt except as permitted by the amount Intercreditor Agreement, or (iii) permit the prepayment or redemption of all or any part of any Subordinated Debt described or any Prospect Subordinated Debt, except (A) with respect to Subordinated Debt in connection with a Permitted Refinancing as permitted by clause (viiij) is above and, with respect to Prospect Subordinated Debt, in accordance with the net amount payable Intercreditor Agreement, (after giving effect B) in connection with a prepayment or redemption of the South Carolina Notes and other Subordinated Debt from time to permitted set-off) if time so long as no Default or Event of Default then exists or would result therefrom and such Swap Contracts payments are made in accordance with the terms and conditions of any subordination agreement among the holder or Hedging Obligations are terminated at that time due to default holders of such Person; Subordinated Debt, Agent and/or Lenders or the subordination provisions set forth in such Subordinated Debt documents, (dC) in connection with a prepayment or redemption on the Closing Date of Subordinated Debt pursuant to the Stock Purchase Agreement, and (D) with respect to all of the Subordinated Debt owed to Federal Warranty as of the Closing Date, payments of all such Debts on the Closing Date in an amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; not to exceed $2,038,211.17.” (e) the amount of any Debt described in clause Section 8.14 (x)(BTransactions with Affiliates) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; Agreement is hereby amended by deleting subsection (f) interestthrough the end of such section and replacing it with the following: (f) Regional may issue stock options and stock pursuant to the Management Incentive Plan, feesand, premiumprovided that no Event of Default exists or would result therefrom, may purchase and expenses and additional paymentsrepurchase any stock issued pursuant to such Management Incentive Plan, if any, will not constitute Debt; and (g) Regional may pay to the extent Prospect Subordinated Debt Agent and the holders of the Prospect Subordinated Debt fees (including but not otherwise included in this definition, the Receivables Transaction Amount outstanding relating limited to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of arrangement or similar fee payable upon the originator closing date of such accounts receivable Prospect Subordinated Debt), costs and related assetsexpenses pursuant to the Prospect Subordinated Debt Documents provided that such payments are made in accordance with the Intercreditor Agreement. The amount of Debt Regional may sell its division, Regional Check Advance, and its subsidiaries, FirstRegional Mortgage Corporation and Upstate Motor Company, provided that Agent receives the net cash sale proceeds of any Person at any date shall such sale to be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise applied to the obligations, of Revolving Loans (without any contingent obligations at such date; provided, however, that reduction in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timeTotal Credit Facility).”

Debt. For purposes of Neither the foregoing: Borrower nor any Subsidiary will incur, create, assume or permit to exist any Debt, except: (a) the maximum fixed repurchase Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other Obligations; (b) the Second Lien Notes, the Senior Unsecured Notes, and Debt of the Borrower existing on the Closing Date which is reflected in the Financial Statements or is disclosed in SCHEDULE 9.01, and any renewals or extensions or refinancings (but not increases) thereof; (c) accounts payable (for the deferred purchase price of any Redeemable Capital Interests that do not Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests been established therefor; (d) Debt under capital leases (as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined reported on the financial statements of the Borrower pursuant to this IndentureGAAP) not to exceed $100,000.00 in the aggregate at any time outstanding; (e) Debt associated with bonds or surety obligations required by contract or by Governmental Requirements in connection with the operation of the Oil and Gas Properties, in the ordinary course of business; (f) Debt of the Borrower and its Subsidiaries under Hedging Agreements, but only if (i) the provider of the Hedging Agreements is a Lender or an unsecured counterparty acceptable to the Agent; (ii) the total notional volume attributable to such Hedging Agreement, if it is a Hedging Agreement with respect to Hydrocarbon Interests, does not exceed more than seventy-five percent (75%) of scheduled proved producing net production quantities in any period, (iii) if the Hedging Agreement is an interest rate hedge, the notional principal amount shall not exceed more than seventy-five percent (75%) of Loans outstanding to the Borrower, provided, however, that, if such Redeemable Capital Interests are not then permitted at no time shall Borrower fail to maintain (x) a Hedging Agreement on fifty percent (50%) of proved producing volumes projected to be repurchased, produced over the repurchase price shall be next 12 months after the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premiumClosing Date, and expenses and additional payments, if any, will not constitute Debtthereafter on a rolling 12-month basis until the Maturity Date; and (y) a Hedging Agreement on twenty-five (25%) of proved producing production volumes projected to be produced over the 13th through the 24th months after the Closing Date, on a rolling 12-month basis; and (z) provided, further, that Agent, in its discretion, may require the Borrower to hedge a percentage of projected production volumes determined by the Agent in its sole discretion, on terms acceptable to the Agent, whenever Borrower has Loans and LC Exposure under this Agreement in excess of seventy percent (70%) of the Borrowing Base available for general corporate purposes; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount guaranty of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timeotherwise permitted under Section 9.01.

Debt. For purposes of the foregoing: The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase price Notes, the Loans and other Indebtedness arising under the Loan Documents and any guaranty of or suretyship arrangement for the Notes, the Loans and other Indebtedness arising under the Loan Documents. (b) the Senior Notes, all Guarantees thereof and other Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) purchase money Debt and Debt under Capital Leases not to exceed $150,000,000 in the aggregate. (d) Debt associated with workers’ compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (e) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.06(g); provided that (i) except as provided in (iii) below, such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Subsidiaries or the Administrative Agent, (ii) that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement; and (iii) if such Debt is secured (referred to herein as “Secured Subordinated Intercompany Debt”), the Borrower or such Restricted Subsidiary to which such Debt is payable shall have granted to the Administrative Agent a security interest in such promissory notes held by them pursuant to the Guaranty Agreement. (f) Debt secured by Liens permitted by Section 9.03(d) and Section 9.03(e), the principal amount of which does not exceed $100,000,000 in the aggregate at any one time. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Debt outstanding under one or more unsecured short term money market credit facilities the principal amount of which does not exceed $300,000,000 in the aggregate. (i) Debt of the Borrower pursuant to the Bridge Loan Facility (including any conversions into unsecured term loans or exchanges into unsecured Debt securities) and any guarantees thereof; (j) Debt of the Borrower and any guarantees thereof by the Guarantors, provided that: (i) such Debt is unsecured, (ii) immediately before, and after giving effect to, the incurrence of any Redeemable Capital Interests that do such Debt and any concurrent repayment of Debt with the proceeds of such incurrence, no Default exists or would exist, (iii) unless such Debt is subordinated to the Indebtedness, the cash pay interest rate on such Debt is reasonably satisfactory to the Administrative Agent, (iv) such Debt does not have any scheduled amortization of principal prior to the Revolving Maturity Date, (v) such Debt has a fixed repurchase price stated maturity no earlier than one year after the Revolving Maturity Date, (vi) such Debt does not have mandatory redemption events that are not Events of Default hereunder, (vii) such Debt does not prohibit prior repayment of Loans and (viii) at the time such Debt is incurred, the Borrowing Base then in effect shall be calculated 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 $1,000,000 and (B) if requested by the Borrower, an amount (which may be zero) approved by the Majority Revolving Lenders, and the Borrowing Base as so reduced shall become the new Borrowing Base, effective and applicable to the Borrower, the Agents, each Issuing Bank and the Lenders on the date of incurrence until the next redetermination or modification thereof hereunder; provided that, in the event the Borrower consummates a refinancing of Debt incurred under this clause (j) pursuant to clause (l) below (including within the timeframe permitted therein), any such Debt (to the extent in excess of the amount refinanced and therefore requiring a reduction of the Borrowing Base in accordance with the terms hereof) shall be deemed to have been incurred for purposes of this clause (viii) on the date of such Redeemable Capital Interests as if refinancing. For purposes of this Section 9.02(j), the “stated principal amount” shall mean the stated face amount of such Redeemable Capital Interests were repurchased on Debt without giving effect to any date on which original issue discount. (k) other Debt shall be required not to be determined pursuant to exceed $200,000,000 in the aggregate at any one time outstanding. (l) any renewals, refinancings or extensions of the Term Loans and any Debt described in clauses (b), (c), (f), (i), (j) and (k) of this IndentureSection 9.02; provided, however, that, if such Redeemable Capital Interests are not then that (i) except as otherwise permitted to be repurchasedherein, the repurchase price shall be the book value amount of such Redeemable Capital Interests; Debt being renewed, refinanced or extended is not increased at the time of such renewal, refinancing, or extension except by an amount equal to accrued and unpaid interest thereon and a reasonable premium or other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such renewal, refinancing or extension and by an amount equal to any existing commitments unutilized thereunder, (bii) any refinancing of the Debt described in clause (j) shall comply with the provisions of such Section 9.02(j)(i) through (vii), and (iii) for avoidance of doubt, the issuance or incurrence of Debt the proceeds of which are used to repay or defease any of the Term Loans, the Bridge Loan Facility (including any conversions into unsecured term loans or exchanges into unsecured Debt securities thereof), the Senior Notes or any Permitted Additional Debt (or to repay any Revolving Loans used to repay or defease any of the Term Loans, the Bridge Loan Facility (including any conversions into unsecured term loans or exchanges into unsecured Debt securities thereof), the Senior Notes or any Permitted Additional Debt) within 75 days of receipt of the net proceeds from such issuance or incurrence shall constitute a refinancing for purposes of this Section 9.02(l). (m) Debt consisting of the financing of insurance premiums if the amount outstanding at any time financed does not exceed the premium payable for the current policy period. (n) guarantees by the Borrower and the Restricted Subsidiaries of any Debt issued with original issue discount is of Plains Offshore and its Subsidiaries under the Plains Offshore Credit Agreement; provided that the principal amount of such Debt less may not exceed $300,000,000 in the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person aggregate at any date shall be time. (o) Debt incurred by the outstanding balance at such date Borrower in anticipation of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, an acquisition permitted hereunder if (i) the amount of such Debt at any time will be does not exceed the accreted value thereof at purchase price of such acquisition plus the fees and expenses incurred in connection with the acquisition, (ii) the proceeds of such Debt are held in Investments permitted by clauses (c), (d), (e) and (f) of Section 9.06 pending such acquisition, (iii) the Borrower is irrevocably obligated to redeem such Debt if the acquisition is not consummated prior to the earlier of (A) six months after the incurrence of such Debt and (B) the date on which either party has the right to terminate the acquisition agreement if the acquisition has not occurred by such date, and (iv) if the acquisition is consummated within such time, the Debt would be permitted by Section 9.02(j) (without regard to clause (vi) thereof).

Debt. For purposes Neither the Borrower nor any of its Subsidiaries will incur, create, assume or suffer to exist any Debt, except: the foregoing: Notes or other Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Obligations arising under the Loan Documents; 715347206 14464587 accounts payable and other accrued expenses, liabilities or other obligations to pay (a) for the maximum fixed repurchase deferred purchase price of any Redeemable Capital Interests Property or services) from time to time incurred in the ordinary course of business with respect to which no more than 90 days have elapsed since the date of invoice or that do not are being contested in good faith by appropriate action and for which adequate reserves have a fixed repurchase price shall be calculated been maintained in accordance with GAAP; intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(d); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guarantee Agreement; endorsements of such Redeemable Capital Interests negotiable instruments for collection in the ordinary course of business; Debt of any Obligor in respect of workers’ compensation claims, performance bonds, surety bonds, and appeal bonds issued for its account, in each case in the ordinary course of business, or surety/bonds to governmental agencies; Debt incurred under Unsecured Notes and any guarantees by a Guarantor in respect thereof in an aggregate principal amount that would not cause, as if such Redeemable Capital Interests were repurchased on any of the date on which such Debt is incurred, the ratio of Total Net Debt to Adjusted EBITDA to exceed the maximum amount then permitted under Section 9.01(b) after giving pro forma effect to such incurrence, provided that (1) such Unsecured Notes and any Unsecured Notes Indenture under which such Unsecured Notes are issued contain customary terms and conditions for unsecured notes of similar type and of like tenor and amount and do not contain any financial covenants that are, taken as a whole, more onerous to the Borrower and its Subsidiaries than those imposed by this Agreement (as determined in good faith by the senior management of the General Partner) (as in effect on the date of Incurrence of such Debt), (2) the final stated maturity date and the average life (based on the stated final maturity date and payment schedule provided at the date of issuance) of such Unsecured Notes shall not be earlier than 180 days after the Maturity Date (as in effect on the date of Incurrence of such Debt), and (3) at the time of and immediately after giving effect to each incurrence of such Debt, no Default or Event of Default shall have occurred and be continuing, and provided, further, that immediately upon any incurrence of Debt permitted by this clause (f), the Borrowing Base then in effect shall be required automatically reduced by an amount equal to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, 25% of the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the aggregate principal amount of such Debt less incurred (calculated at the remaining unamortized portion face amount of the Debt incurred without giving effect to any original issue discount discount) and (b) any Permitted Refinancing Debt in respect thereof; Debt of such Debt at such time as determined an Obligor in conformity with GAAP, but such Debt shall be deemed Incurred only as the form of guarantees and other “Debt” of the date of original issuance thereof; (c) the amount of any Debt type described in clause (viiig) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(Ah) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) definition of Debt, in each case, in respect of Debt otherwise permitted under this Section 9.02; Debt outstanding under the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute DebtSubordinated Notes; and (g) 715347206 14464587 other unsecured Debt not to exceed $5,000,000 in the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person aggregate at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any one time will be the accreted value thereof at such timeoutstanding.

Debt. For purposes of the foregoing: The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase price of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with Loans or other Obligations arising under the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; Loan Documents; (b) obligations incurred under the amount outstanding at any time First Lien Loan Documents, including obligations in respect of any Debt issued with original issue discount is Cash Management Obligations as contemplated therein; provided that the aggregate principal amount of such Debt less loans and the remaining unamortized portion face amount of letters of credit incurred or issued under the First Lien Loan Documents do not exceed in aggregate the greater of (i) the sum of $50,000,000 and the aggregate principal amount of Loans repaid or prepaid pursuant to Sections 2.11, 2.12 and 2.13 (without duplication to any amounts incurred under clause (o)(ii) below), and (ii) an amount equal to 25% of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only Loan Parties’ Adjusted Consolidated Net Tangible Assets as of the date of original issuance thereofsuch incurrence; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, provided that in the case of clause (ii), after giving effect to such incurrence and the application of proceeds therefrom, aggregate Secured Debt sold shall not in any case exceed 25% of the Loan Parties’ Adjusted Consolidated Net Tangible Assets as of the date of such incurrence; (c) Debt of the Borrower and its Restricted Subsidiaries existing on the Closing Date that is reflected in the financial statements referred to in Section 4.04(a) and described on Schedule 6.02 and Permitted Refinancing Debt incurred to refinance, defease or discharge such Debt; (d) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than 90 days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (e) Debt under Capital Leases and Debt to finance the acquisition, construction or improvement of any fixed or capital assets; provided that (i) such Debt is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Debt permitted by this Section 6.02(e) shall not exceed $10,000,000 at any time outstanding; (f) Debt associated with worker’s compensation claims, or in respect of self-insurance obligations or bid, plugging and abandonment, appeal, reimbursement, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties of the Borrower or any Restricted Subsidiary in the ordinary course of business; (g) unsecured intercompany Debt between or among Loan Parties so long as such Debt is expressly subordinated in all respects to the Loans and other Obligations on terms set forth in the Guaranty; provided, that (i) any subsequent issuance or other Disposition of Equity Interests that results in any such Debt being held by a discountPerson other than a Loan Party and (ii) any sale or other Disposition of any such Debt to a Person that is not a Loan Party, the amount will be deemed, in each case, to constitute an incurrence of such Debt by such Loan Party, that was not permitted by this Section 6.02(g); (h) endorsements of negotiable instruments for collection in the ordinary course of business; (i) Debt arising under take-or-pay agreements or gas balancing agreements which do not give rise to liability in the aggregate on a consolidated basis for the Borrower in excess of $2,000,000 at any one time outstanding; (j) Debt incurred in the ordinary course of the Borrower’s business in respect of Hedging Agreements permitted under Section 6.18; (k) any obligation arising from agreements of the Borrower or any Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn outs, or similar obligations, in each case, incurred or assumed in connection with the disposition or acquisition of any business, assets or Equity Interest of a Restricted Subsidiary in a transaction permitted under this Agreement; provided that such obligation is not reflected as a liability on the face of the balance sheet of the Borrower or any Restricted Subsidiary; (l) obligations with respect to Series C, Series D and Series E preferred stock issued by the Borrower, so long as any dividends with respect thereto comply with the provisions of Section 6.04; (m) unsecured Guarantees by the Borrower or any Restricted Subsidiary of Debt of Alpha Hunter Drilling, LLC not exceeding $35,000,000 in the aggregate, which Debt shall be on terms and conditions reasonably satisfactory to the Administrative Agent and have terms and conditions no more restrictive than the terms and conditions set forth in this Agreement; (n) the Hall Houston Debt in an amount not to exceed $640,695 at any one time outstanding; (i) the Senior Notes (including unsecured Guarantees in respect thereof) outstanding on the Closing Date, (ii) Permitted Additional Notes in an amount equal to the aggregate principal amount of Loans repaid or prepaid under Sections 2.11, 2.12 and 2.13 (without duplication to any amounts incurred under clause (b)(i) above) and (iii) all Permitted Refinancing Debt incurred to refinance, defease or discharge the Senior Notes or Permitted Additional Notes, if any; provided that in all cases the aggregate amount permitted to be outstanding at any time will under this clause (o) shall not exceed $950,000,000; (i) Guarantees by the Borrower and the Restricted Subsidiaries in respect of Debt permitted to be incurred pursuant to this Section 6.02; provided that if the accreted value thereof Debt being guaranteed is subordinated to or pari passu with the Loans, then the Guarantee must be subordinated or pari passu, as applicable, to the same extent as the Debt guaranteed and (ii) unsecured guarantees by the Borrower or any Restricted Subsidiary at such timeany one time outstanding not to exceed $2,000,000 in respect of Debt of any Unrestricted Subsidiary incurred in the ordinary course of business in connection with accounts payable which are not greater than 90 days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; and (q) other Debt not to exceed $7,500,000 in aggregate principal amount at any one time outstanding.

Debt. For purposes of the foregoing: The Parent Guarantor will not, and will not permit any Credit Party to, incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase Loans and any other Secured Obligations and any guaranty of or suretyship arrangement in respect thereof. (b) (i) Debt of the Parent Guarantor and the Credit Parties (including any outstanding commitments for such Debt) existing on the date hereof that is reflected in the Financial Statements, in the financial statements described in Section 7.04(b) or in Schedule 9.02 and (ii) the Existing Senior Notes and any Permitted Refinancing Debt in respect thereof. (c) obligations to pay the deferred purchase price of any Redeemable Capital Interests that do Property or services (including the provision of services pursuant to drilling contracts), from time to time incurred in the ordinary course of business which are not greater than ninety (90) days delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have a fixed repurchase price shall be calculated been maintained in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; . (d) Debt associated with bonds or surety obligations (i) required in connection with self-insurance or the amount performance of any Debt described contracts or (ii) required by Governmental Requirements in clause (x)(A) above shall be connection with the maximum liability under any such Guarantee; operation of the Oil and Gas Properties. (e) intercompany Debt between Credit Parties to the amount of extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than a Credit Party, and, provided further, that any such Debt described in clause (x)(B) above for borrowed money owed by either the Borrower or a Guarantor shall be subordinated to the lesser of (I) Secured Obligations on terms set forth in the maximum amount of the obligations so secured Guaranty and (II) the Fair Market Value of such property or other assets; Collateral Agreement. (f) interestendorsements of negotiable instruments for collection in the ordinary course of business and Debt arising from the honoring by a bank or other financial institution of a check, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and draft or similar instrument inadvertently (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, in each case, so long as such Debt sold at a discountis extinguished within 5 Business Days of the incurrence thereof. (g) Permitted Additional Senior Notes issued by the Parent Guarantor, the amount Borrower or any Guarantor and any guarantees of such Debt by the Parent Guarantor, the Borrower or any other Guarantor, provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt upon giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) other than any Existing Senior Notes, such Debt does not have any scheduled amortization prior to ninety-one days after the Maturity Date, (iii) other than any Existing Senior Notes, such Debt does not mature sooner than one year after the Maturity Date, (iv) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies, (v) if the Facility is subject to a Borrowing Base, the Borrowing Base is reduced pursuant to Section 2.07(e) and prepayment is made to the extent required by Section 3.04(c)(iii) and (vi) at the time will such Permitted Additional Senior Notes are incurred, the Fixed Charge Coverage Ratio (as defined in the Fifth Supplemental Indenture dated December 27, 2017, among the Parent Guarantor, the guarantors party thereto and the Bank of New York Mellon Trust Company, N.A., as Trustee) for the Parent Guarantor’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Permitted Additional Senior Notes are incurred would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the Permitted Additional Senior Notes had been incurred at the beginning of such four-quarter period; and any Permitted Refinancing Debt in respect thereof. (h) Debt secured by Liens permitted under Section 9.03(d), subject to pro forma compliance with Section 9.01. (i) Debt in the form of guaranties by the Parent Guarantor, the Borrower or any Guarantor of Debt of (A) other Credit Parties permitted under this Section 9.02 and (B) other Subsidiaries to the extent an Investment would be permitted under Section 9.05(g)(iii). (j) Debt owed to insurance companies for premiums on policies required by Section 8.06. (k) other Debt not to exceed, at the accreted value thereof time of incurrence thereof, the greater of $500,000,000 and 4.0% of the Parent Guarantor’s consolidated total assets. (l) Debt arising under Treasury Management Agreements in the ordinary course of business. (m) Permitted Acquired Debt. (n) Debt secured by Liens permitted under Section 9.03 (other than Section 9.03(d)). (o) Debt incurred by the Parent Guarantor or any of the other Credit Parties arising from agreements providing for indemnification, adjustment of purchase price or similar obligations in connection with permitted dispositions of any business, assets or Subsidiary of the Parent Guarantor or any of the other Credit Parties. (p) Debt of any Foreign Subsidiary, provided that the aggregate principal amount of all Debt permitted under this clause shall not exceed, at such timethe time of incurrence thereof, $25,000,000. (q) Permitted Refinancing Debt with respect to Debt permitted under Section 9.02(b)(i), Debt permitted under Section 9.02(n) and Debt permitted under this clause (q), and any guaranty obligations in respect of any of the foregoing.

Debt. For purposes of the foregoing: The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase Loans, any Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans, any Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of any Redeemable Capital Interests that do Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have a fixed repurchase price shall be calculated been maintained in accordance with GAAP. (d) Debt (including guarantees) under Capital Leases not to exceed $2,000,000. (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the terms operation of the Oil and Gas Properties. (f) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Redeemable Capital Interests as if Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Redeemable Capital Interests were repurchased on any date on which Debt owed by either the Borrower or a Guarantor shall be required subordinated to be determined pursuant to this Indenture; providedthe Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Debt (i) under the Senior Unsecured Notes, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such which does not exceed $130,000,000 in the aggregate and any Permitted Refinancing Debt less in respect thereof and (ii) under the remaining unamortized portion Second Lien Term Loan Agreement and any guarantees thereof, the principal amount of which Debt under clause (ii) of this Section 9.02(h) does not exceed $150,000,000 in the original issue discount aggregate provided that the Borrower may incur an additional $50,000,000 of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of under the date of original issuance thereof; Second Lien Term Loan Agreement if (ci) the amount of any Debt described in clause Borrower provides the Administrative Agent not less than thirty (viii30) is the net amount payable days prior written notice and (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (dii) the amount of any Majority Lenders shall have the right to redetermine the Borrowing Base then in effect pursuant to Section 2.07(e). (i) other Debt described not to exceed $2,000,000 in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person aggregate at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any one time will be the accreted value thereof at such timeoutstanding.

Debt. For purposes of the foregoing: The Borrower will not, and will not permit any other Loan Party to, incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase price Loans or other Secured Obligations arising under the Loan Documents or any Secured Swap Agreement or any guaranty of or suretyship arrangement for the Loans or other Secured Obligations arising under the Loan Documents or any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; Secured Swap Agreement; (b) the amount outstanding at any time Debt of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; Loan Party under Purchase Money Security Interests and Capital Leases not to exceed $2,000,000; (c) Debt associated with worker’s compensation claims, bonds or surety obligations required by Governmental Requirements or by third parties in the amount ordinary course of business in connection with the operation of, or provision for the abandonment and remediation of, the Oil and Gas Properties; (d) (i) Debt between the Borrower and its Subsidiaries that are Loan Parties, (ii) Debt between the Subsidiaries of the Borrower which are Loan Parties, and (iii) Debt extended to the Borrower and its Subsidiaries which are Loan Parties by any other Loan Party; provided that (1) such Debt described is not held, assigned, transferred, negotiated or pledged to any Person other than a Loan Party, and (2) any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Secured Obligations on terms set forth in clause the Guaranty Agreement; (viiie) is endorsements of negotiable instruments for collection in the net amount payable ordinary course of business; (f) obligations to royalty, overriding and working interest owners, joint interest obligations, trade payables and other lease operating expenses incurred in the ordinary course of business which are not more than ninety (90) days past due; (g) Debt associated with appeal bonds and bonds or sureties provided to any Governmental Authority or to any other Person in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of the Oil and Gas Properties; (h) Debt in respect of Senior Unsecured Notes; provided that (i) after giving effect to permitted set-off) if such Swap Contracts the incurrence or Hedging Obligations are terminated at that time due to default of such Person; issuance thereof, the Borrower shall be in compliance on a pro forma basis with the financial covenants, and (dii) the amount Borrowing Base shall be adjusted as set forth in Section 2.07(e), and the Borrower shall make any prepayment required by Section 3.04(c)(iii); (i) To the extent constituting Debt, obligations in respect of Swap Agreements; (j) other Debt, not to exceed in the aggregate at any one time outstanding, the greater of (i) $2,000,000 and (ii) 3% of the Borrowing Base existing at the time such Debt is incurred; and (k) any guarantee of any other Debt described in clause (x)(A) above shall permitted to be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timeincurred hereunder.

Debt. For purposes of Neither Holdings, the foregoing: Borrower nor any Subsidiary will incur, create, assume or permit to exist any Debt, except: (a) the maximum fixed repurchase Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) Debt (including unfunded commitments) of the Borrower or Holdings existing on the Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt of the 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 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 Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed $30,000,000 at any Redeemable Capital Interests time outstanding; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of the Borrower or any of its Subsidiaries or in connection with judgments that do not have result in a fixed repurchase price Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall be calculated in accordance with not at any time exceed $5,000,000; and (i) Debt of any Foreign Subsidiary of the Borrower or Holdings the proceeds of which Debt are used for such Foreign Subsidiary's and/or its Foreign Subsidiaries' working capital and general corporate purposes ("Foreign Subsidiary Indebtedness"). (j) Debt for borrowed money assumed by the Borrower or one of its Subsidiaries, or of a Subsidiary of the Borrower acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement, provided that such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined not exceed $65,000,000 in the aggregate at any time and 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 Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viiij) that has a scheduled maturity date that is earlier than the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above scheduled Revolving Credit Termination Date shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timeexceed $30,000,000.

Debt. For purposes Neither the Borrower nor any of the foregoing: its Subsidiaries will incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) Debt of the Borrower existing on and not repaid on the Closing Date which is disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of any Redeemable Capital Interests that do not Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have a fixed repurchase price shall be calculated in accordance with been established therefor; (d) Debt of the terms of such Redeemable Capital Interests Borrower under capital leases (as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined reported on the financial statements of the Parent Company pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are GAAP) not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; exceed $2,500,000; (e) Debt of the amount Borrower under Hedging Agreements either with investment grade counterparties or as disclosed in Section 7.20; provided Hedging Agreement relating to commodity prices shall not cover more than 80% of any Debt described in clause (x)(B) above shall be the lesser Borrower's applicable production estimates from its Oil and Gas Properties for the longer of (Ii) the maximum amount of the obligations so secured and next 24 month period or (IIii) the Fair Market Value term of such property or other assets; Hedging Agreements; (f) interest, fees, premium, Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and expenses and additional payments, if any, will not constitute Debt; and Gas Properties; (g) the Subordinated Debt or any guaranty of or suretyship arrangement for the Subordinated Debt; (h) intercompany Debt to the extent permitted by Section 9.03; and (i) other Debt not otherwise included permitted under this Section 9.01 in this definition, an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; provided that (i) no Default or Event of Default has occurred at the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, moment such Debt shall be deemed to constitute Debt of is incurred or would result from the originator incurrence of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liabilityDebt, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, (ii) the amount of such Debt at would not result in the Parent Company being obligated to purchase or offer to purchase all or any time will be of the accreted value thereof at such timeSenior Notes under Section 10.21 of the Indenture.

Debt. For purposes of the foregoing: The Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase Loans and other Indebtedness arising under the Loan Documents, or any guarantee of or suretyship arrangement for the Loans and other Indebtedness arising under the Loan Documents; (b) Debt of the Borrower and its Subsidiaries existing on the date hereof that is reflected on Schedule 9.02; (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of any Redeemable Capital Interests that do 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 a fixed repurchase price shall be calculated been maintained in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; ; (d) Debt under Capital Leases not to exceed $250,000 in the amount of aggregate at any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; one time outstanding; (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount operation of the obligations so secured Oil and (II) the Fair Market Value of such property or other assets; Gas Properties; (f) interest, fees, premium, intercompany Debt between the Borrower and expenses any Guarantor or between Guarantors to the extent permitted by Section 9.05(g); provided that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on the terms set forth in the Guarantee and additional payments, if any, will not constitute Debt; and Collateral Agreement; (g) endorsements of negotiable instruments for collection in the ordinary course of business; (h) other unsecured Debt not to exceed $500,000 in the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to aggregate at any Qualified Receivables Transaction shall be deemed to constitute Debt one time outstanding; and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute (i) Debt of the originator Borrower as a result of such accounts receivable and related assets. The amount of Debt the Management Incentive Units constituting Disqualified Capital Stock so long as no holder of any Person at Management Incentive Units has a right to require the Borrower to redeem any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liabilityManagement Incentive Units prior to May 7, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such time2020.

Debt. For purposes of Neither Holdings, the foregoing: US Borrower nor any Subsidiary will incur, create, assume or permit to exist any Debt, except: (a) the maximum fixed repurchase Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) Debt (including unfunded commitments) of the US Borrower or Holdings existing on the Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 10.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt 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 Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed $30,000,000 at any Redeemable Capital Interests time outstanding; (h) Debt with respect to surety bonds, 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 have result in a fixed repurchase price Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall be calculated in accordance with 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 US Borrower or one of its Subsidiaries, or of a Subsidiary of the US Borrower acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement, provided that such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined not exceed $65,000,000 in the aggregate at any time and 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 Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viiij) that has a scheduled maturity date that is earlier than the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above scheduled Revolving Credit Termination Date shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timeexceed $30,000,000.

Debt. For All Debt represented by the Notes and the Guarantees is being incurred for proper purposes and in good faith. Based on the financial condition of the foregoing: Company as of the Closing Date after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder, (ai) the maximum fixed repurchase price fair saleable value of any Redeemable Capital Interests the Group Companies’ assets exceeds the amount that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall will be required to be determined pursuant paid on or in respect of the Group Companies’ existing Debts and other liabilities (including contingent liabilities) as they mature; (ii) the present fair saleable value of the assets of the Group Companies is greater than the amount that will be required to this Indenturepay the probable liabilities of the Group Companies on their respective Debt as they become absolute and mature; provided, however, that, if such Redeemable Capital Interests (iii) the Group Companies are able to realize upon their assets and pay their Debt and other liabilities (including contingent obligations) as they mature; (iv) the Group Companies’ assets do not then permitted constitute unreasonably small capital to carry on their respective businesses as now conducted and as proposed to be repurchased, conducted including their respective capital needs taking into account the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion particular capital requirements of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of business conducted by the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premiumGroup Companies, and expenses projected capital requirements and additional payments, if any, will not constitute Debtcapital availability thereof; and (gv) the current cash flow of each of the Group Companies, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the extent not otherwise included cash, would be sufficient to pay all amounts on or in this definitionrespect of its liabilities when such amounts are required to be paid. None of the Group Companies intends to incur Debts beyond its ability to pay such Debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its Debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it or any other Group Companies will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. None of the Group Companies is, the Receivables Transaction Amount outstanding relating or has reason to believe it is likely to be, in default with respect to any Qualified Receivables Transaction shall Debt and no waiver of default is currently in effect. None of the Group Companies has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be deemed subject to constitute a Lien. None of the Group Companies is a party to, or otherwise subject to any provision contained in, any instrument evidencing Debt andof any of the Group Companies, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assetsagreement relating thereto or any other agreement (including, such Debt shall be deemed to constitute but not limited to, its charter or other organizational document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timeCompany.

Debt. For purposes of the foregoing: The Borrower will not and will not cause or permit any Guarantor or any Restricted Subsidiary to incur, create, assume or permit to exist any Debt, except: (a) the maximum fixed repurchase price Debt hereunder or any guaranty of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with or suretyship arrangement for the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; hereunder; (b) Debt of the amount Borrower and the Restricted Subsidiaries existing on the date hereof that 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 time incurred in the ordinary course of business which, if material and 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 of the Borrower and the Restricted Subsidiaries requiring no scheduled principal payments (whether at stated maturity or by virtue of scheduled amortization, required prepayment or redemption) due until at least one year after the Termination Date and issued under the Indenture or otherwise under agreements containing covenants no more restrictive to the Borrower or the Restricted Subsidiaries, as the case may be, than the covenants contained in this Agreement; (e) Debt that is secured by Liens permitted under Section 9.02(d) and under clause (xv) of the definition of Excepted Liens which in the aggregate shall not to exceed $25,000,000 outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; one time; (f) interest, fees, premium, Debt of the Borrower and expenses and additional payments, if any, will not constitute Debt; and the Restricted Subsidiaries under Hedging Agreements entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the Borrower's operations; (g) Debt as a result of (and to the extent permitted by) Sections 9.03(g); (h) Debt under the Bridge Loan Agreement in an aggregate amount not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute exceed $300,000,000; (i) Other unsecured Debt of the originator Borrower and the Restricted Subsidiaries so long as at the time such Debt is incurred, and after giving pro forma effect to the incurrence and applications of such accounts receivable and related assets. The amount of Debt of any Person at any date the proceeds thereof, the Borrower shall be in pro forma compliance with the outstanding balance at such date financial covenants contained in Section 9.12 and Section 9.13 and no Default or Event of all unconditional obligations as described above Default shall have occurred and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timecontinuing.

Debt. For purposes The Parent, OP LLC, the Borrower will not, and will not permit any of the foregoing: their respective Subsidiaries to, incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and the Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt under Capital Leases not to exceed $10,000,000. (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Parent, OP LLC, the Borrower and any Redeemable Capital Interests Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent, OP LLC, the Borrower or one of its Wholly-Owned Subsidiaries, (ii) any such Debt owed by the Parent, OP LLC, the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty and Security Agreement and (iii) any such Debt shall not have any scheduled amortization prior to August 5, 2018. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) other Debt (excluding Debt of Foreign Subsidiaries) not to exceed $10,000,000 in the aggregate at any one time outstanding. (i) Debt of Foreign Subsidiaries to non-Affiliated Persons that is not secured by liens on any property of, not guaranteed by and not other otherwise of recourse to the Borrower or any Guarantor. (j) unsecured Senior Notes of the Parent and any guarantees thereof and any unsecured Permitted Refinancing Debt and any guarantees thereof; provided that (i) the Borrower shall have complied with Section 8.01(r), (ii) at the time of incurring such Senior Notes or Permitted Refinancing Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (iii) on the same day as the incurrence of such Debt (or in the case of Permitted Refinancing Debt, on the Reduction Date), 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)(iv) and no Borrowing Base Deficiency would then exist after giving effect to such adjustment and prepayment, (iv) such Senior Notes or Permitted Refinancing Debt, as applicable, do not have any scheduled principal amortization prior to the date which is one year after the Maturity Date, (v) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date which is one year after the Maturity Date, (vi) such Senior Notes or Permitted Refinancing Debt and any guarantees thereof are on terms, taken as a fixed repurchase price shall be calculated whole, at least as favorable to the Borrower and the Guarantors as market terms for issuers of similar size and credit quality given the then prevailing market conditions as determined by the Administrative Agent and (vii) such Senior Notes or Permitted Refinancing Debt do not have any mandatory prepayment or redemption provisions (other than customary change of control or asset sale tender offer provisions) which would require a mandatory prepayment or redemption in accordance with priority to the terms 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 Redeemable Capital Interests as if Senior Notes in the event that such Redeemable Capital Interests were repurchased on any acquisition is not consummated by a certain date on which Debt shall be required in an amount not to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is exceed the principal amount of such Debt less Senior Notes and any accrued interest thereon through the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts prepayment or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such redemption date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such time.

Debt. For purposes Neither such Loan Party nor any of the foregoingits Subsidiaries shall incur or maintain any Debt, other than without duplication: (a) the maximum fixed repurchase price of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital InterestsObligations; (b) the amount outstanding at any time Senior Secured Debt other than in connection with the issuance of any “Additional Notes” pursuant to (and as defined in) the Senior Secured Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereofDocuments; (c) other Debt existing on the amount of any Debt Closing Date and described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Personon Schedule 9.12; (d) in the case of the Borrowers and their Subsidiaries, Purchase Money Obligations in an aggregate principal amount for all Loan Parties not to exceed $3,000,000 at any time outstanding during the term of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guaranteethis Agreement; (e) the amount of any Debt described in clause between and among Loan Parties (x)(B) above which Debt shall be subordinated to the lesser of (I) Obligations on terms and conditions satisfactory to the maximum amount of Agent and which shall be pledged under the obligations so secured and (II) the Fair Market Value of such property or other assetsPledge Agreement); (f) interesttrade payables and contractual obligations to suppliers and customers incurred in the ordinary course of business; (g) renewals, feesextensions or refinancings of Debt referred to in clauses (b), premium(c) and (f), provided that such renewals, extensions or refinancings (i) do not result in an increase in the outstanding principal balances thereof, (ii) are on terms which are not less favorable to the Loan Parties than those in effect prior to such renewal, extension or refinancing and (iii) are otherwise on terms reasonably acceptable to the Agent; (h) Guaranties permitted pursuant to Section 9.11; (i) Capital Leases of Fixed Assets; provided, that (x) Liens securing the same attach only to the Fixed Assets acquired with the proceeds of such Debt, (y) the acquisition of any Fixed Asset that is financed pursuant to a Capital Lease is otherwise permitted hereunder, and expenses and additional payments, if any, will (z) the aggregate amount of Debt permitted by this clause (i) shall not constitute Debtexceed $3,000,000; (j) interest rate swap obligations (to the extent such obligations arise in connection with interest rate or similar agreements permitted pursuant to clause (i) of the definition of Restricted Investment); (k) the issuance of Disqualified Stock in connection with a Qualified Recapitalization; and (gl) to the extent other unsecured Debt in an aggregate principal amount not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt exceeding $2,000,000 at any time will be the accreted value thereof at such timeoutstanding.

Debt. For purposes Neither the Borrower nor any of the foregoing: its Subsidiaries will incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase Term Loan Notes or other Indebtedness arising under the Term Loan Documents (including, for the avoidance of doubt, any Indebtedness arising from the exercise of the PIK Option) or any guaranty of or suretyship arrangement for the Term Loan Notes or other Indebtedness arising under the Term Loan Documents. (b) accounts payable and other accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of any Redeemable Capital Interests that do 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 a fixed repurchase price shall be calculated been maintained in accordance with GAAP. (c) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of their Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Term Loan Guaranty Agreement. (d) endorsements of negotiable instruments for collection in the ordinary course of business. (e) other Debt not to exceed $10,000,000 in the aggregate at any one time outstanding. (f) Debt under any Senior Notes existing on the Effective Date or issued after the Effective Date, provided, that (i) at the time of incurring such Debt, (A) no Default has occurred and is then continuing, (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) and (C) the Borrower shall be in compliance with Section 9.01 on a pro forma basis (provided that solely with respect to this provision, reference to “December 31, 2018” in Section 9.01(b) will be replaced with “June 30, 2017”), and (D) the ratio of Total Debt to EBITDA for the four fiscal quarters ending on the last day of the fiscal quarter immediately preceding the date of determination is no greater than 5.25 to 1.00; (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date; (iii) such Debt does not mature sooner than one year after the Maturity Date and (iv) the terms of such Redeemable Capital Interests Debt are not materially more onerous, taken as if a whole, than the terms of this Agreement and the other Term Loan Documents. (g) Permitted Refinancing Debt (it being understood and agreed that a refinancing of a Debt under any RBL Facility will be governed by Section 9.02(j) and not this clause (g)). (h) [Reserved]. (i) [Reserved]. (j) Debt under RBL Facilities in an aggregate principal amount not to exceed at any one time outstanding (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Borrower and Guarantors thereunder) the greater of: (i) the result of (A) $630,000,000 minus (B) the aggregate amount equal to the greater of (1) Borrowing Base reductions and (2) permanent reductions to the commitments, in each case, under the RBL Facilities, attributable to assets that are Disposed after the Effective Date (so long as the proceeds of such Redeemable Capital Interests were repurchased on any date on which Dispositions are used to repay Debt shall be required under the RBL Facilities) plus (C) the aggregate amount equal to be determined pursuant the lesser of (1) Borrowing Base increases and (2) permanent increases to this Indenturethe commitments, in each case, under the RBL Facilities, attributable to assets of the Borrower and its Subsidiaries after the Effective Date; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price that in no event shall be the book value of such Redeemable Capital Intereststhis clause (i) exceed $630,000,000; and (bii) the amount outstanding at sum of (A) the most recently established Borrowing Base under the RBL Facilities plus (B) any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion or all of the original issue discount of such Debt at such time as determined in conformity with GAAP, following which is applicable (but such Debt shall be deemed Incurred only as of the date of original issuance thereof; without duplication): (c1) the amount of any Debt described Borrowing Base Deficiency and (2) any Revolving Credit Exposures in clause excess of the Aggregate Maximum Credit Amounts (viiias defined in the RBL Credit Agreement in effect as of the date hereof) is resulting from a reduction of the net amount payable Aggregate Maximum Credit Amounts (as defined in the RBL Credit Agreement in effect as of the date hereof); provided that after giving pro forma effect to permitted set-off) if any such Swap Contracts or Hedging Obligations are terminated at that time due Debt to default be incurred on any date of such Person; determination (d) the amount of other than any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount RBL Facility incurred in exchange for, or proceeds of which are used to replace or refinance, all or any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or outstanding under any other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definitionRBL Facility), the Receivables Transaction Amount outstanding relating Borrower’s ratio of First Lien Debt to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured EBITDA (as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at ratio is recomputed on such date of all unconditional obligations as described above determination using (a) First Lien Debt outstanding on such date of determination and (b) EBITDA for the maximum liability, only upon four fiscal quarters ending on the occurrence last day of the contingency giving rise fiscal quarter immediately preceding the date of determination for which financial statements are available) shall not be greater than: (i) 3.50 to the obligations1.00, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be during the accreted value thereof period from and including the Effective Date through December 31, 2016, (ii) 3.25 to 1.00, at such timeany time during the fiscal quarter ending ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) 3.00 to 1.00, at any time during the fiscal quarter ending June 30, 2017 and (iv) 2.50 to 1.00, at any time on or after July 1, 2017. Notwithstanding the foregoing, if the Borrower is not permitted to incur Debt under RBL Facilities based on the ratios of First Lien Debt to EBITDA set forth above, it may borrow up to $30 million at any time outstanding under RBL Facilities if needed to meet temporary working capital needs. (k) Debt in respect of Secured Swap Obligations and Secured Cash Management Obligations.

Debt. For purposes of the foregoing: Neither Parent nor any Co-Borrower shall create, incur, permit to exist, or commit to create or incur any (a) the maximum fixed repurchase price of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required used to be determined pursuant to fund wet borrowings other than Wet Borrowings under this Indenture; providedagreement, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) any mortgage loan repurchase agreements except in connection with any Permitted Debt, whose description specifically allows for mortgage loan repurchase agreements, or (c) any other Debt except the amount outstanding at following (collectively, the "Permitted Debt"): (a) The Obligation; (b) Obligations to pay Taxes; (c) Liabilities for accounts payable, non-capitalized equipment or operating leases, and similar liabilities if in each case incurred in the ordinary course of business; (d) Accrued expenses, deferred credits, and loss contingencies that are properly classified as liabilities under GAAP; (e) Debt incurred by any time Company under any swap, collar, floor, cap, or other contract entered into by such Company with any Lender or an Affiliate of any Lender or another Person under the Governmental Requirements of a jurisdiction in which such contracts are legal and enforceable (except as enforceability may be limited by applicable Debtor Laws and general principles of equity), which is intended to reduce or eliminate the risk of fluctuations in interest rates applicable to Borrowings or any Company's portfolio and/or pipeline of loans and leases under this or any other agreement entered into by such Company; (f) Liabilities for capital leases and similar liabilities of up to $2,000,000, in each case incurred in the ordinary course of business; (g) Debt issued with original issue discount is the in an aggregate principal amount of such Debt less up to $150,000,000 under one or more warehouse financing agreements so long as the remaining unamortized portion lenders or their agents under each of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect those arrangements enter into intercreditor arrangements reasonably acceptable to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) Administrative Agent to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating those financing arrangements extend to any Qualified Receivables Transaction shall Business-Purpose Loans or Mortgage Loans that would be deemed to constitute supported Wet Borrowings if financed under this agreement. (h) Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The an aggregate principal amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise up to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such time.$20,000,000 under one or more lease financing agreements;

Debt. For purposes of the foregoing: The Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase Notes or other Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Obligations arising under the Loan Documents; (b) Debt of the Borrower and its Subsidiaries existing on the Effective Date that is reflected in the Financial Statements and described on Schedule 9.02; (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of any Redeemable Capital Interests that do Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have a fixed repurchase price shall be calculated been maintained in accordance with GAAP; (d) Debt under Capital Leases or nonrecourse purchase money Debt in respect of equipment purchases not to exceed $10,000,000 at any time; (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the terms operation of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which the Oil and Gas Properties; (f) intercompany Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; between (bi) the amount outstanding Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Sections 9.05(g), (q) or (s) or (ii) Unrestricted Subsidiaries or Debt owing to the Borrower and/or any Restricted Subsidiaries by Unrestricted Subsidiaries, when combined with Investments permitted by Section 9.05(p) in Unrestricted Subsidiaries, not to exceed $2,000,000 in the aggregate at any time of any Debt issued with original issue discount is the principal amount of outstanding; provided that such Debt less is not held, assigned, transferred, negotiated or pledged to any Person other than the remaining unamortized portion Borrower or one of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted setits Wholly-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and Owned Subsidiaries; (g) endorsements of negotiable instruments for collection in the ordinary course of business; (h) Debt arising under take-or-pay agreements or gas balancing agreements which do not give rise to liability in the extent not otherwise included aggregate on a consolidated basis for the Borrower in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer excess of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person $2,000,000 at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that one time outstanding; (i) Debt incurred in the case ordinary course of Debt sold at a discount, the amount Borrower’s business in connection with Swap Agreements provided they are permitted under ‎Section 9.18 of such Debt at any time will be the accreted value thereof at such time.this Agreement;

Debt. For purposes of the foregoing: The Borrower will not, and will not permit any other Loan Party to, incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase price Loans or other Secured Obligations arising under the Loan Documents or any Secured Swap Agreement or any guaranty of or suretyship arrangement for the Loans or other Secured Obligations arising under the Loan Documents or any Secured Swap Agreement; (b) Debt of any Redeemable Loan Party under Purchase Money Security Interests and Capital Interests Leases not to exceed $2,000,000; (c) Debt associated with worker’s compensation claims, bonds or surety obligations required by Governmental Requirements or by third parties in the ordinary course of business in connection with the operation of, or provision for the abandonment and remediation of, the Oil and Gas Properties; (d) (i) Debt between the Borrower and its Subsidiaries that do are Loan Parties, (ii) Debt between the Subsidiaries of the Borrower which are Loan Parties, and (iii) Debt extended to the Borrower and its Subsidiaries which are Loan Parties by any other Loan Party; provided that (1) such Debt is not have held, assigned, transferred, negotiated or pledged to any Person other than a fixed repurchase price Loan Party, and (2) any such Debt owed by either the Borrower or a Guarantor shall be calculated subordinated to the Secured Obligations on terms set forth in accordance the Guaranty Agreement; (e) endorsements of negotiable instruments for collection in the ordinary course of business; (f) obligations to royalty, overriding and working interest owners, joint interest obligations, trade payables and other lease operating expenses incurred in the ordinary course of business which are not more than ninety (90) days past due; (g) Debt associated with appeal bonds and bonds or sureties provided to any Governmental Authority or to any other Person in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of the Oil and Gas Properties; (h) Debt in respect of Senior Unsecured Notes; provided that (i) after giving effect to the incurrence or issuance thereof, the Borrower shall be in compliance on a pro forma basis with the financial covenants, (ii) the Borrowing Base shall be adjusted as set forth in Section 2.07(e), and the Borrower shall make any prepayment required by Section 3.04(c)(iii); (i) To the extent constituting Debt, obligations in respect of Swap Agreements; (j) other Debt, not to exceed $3,000,000 in the aggregate at any one time outstanding; (k) any guarantee of any other Debt permitted to be incurred hereunder; (l) Debt in respect of the Second Lien Notes (including Permitted Refinancing Debt thereof) that is subject to the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt the Second Lien Intercreditor Agreement; provided that after giving effect to the incurrence or issuance thereof, the Borrower shall be required to be determined pursuant to this Indenturein compliance on a pro forma basis with the financial covenants; and (m) obligations in respect of any Borrower Preferred Units so long as such obligations are not classified as debt under GAAP or no mandatory redemption payment is then due; provided, however, that, even if such Redeemable Capital Interests Issuer Preferred Units are not then permitted to be repurchasedclassified as debt under GAAP or a mandatory redemption payment is due thereunder (“Reclassified Units”), the repurchase price such Reclassified Units shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall still be deemed Incurred only permitted under this Section 9.02(m) as of long as the date of original issuance thereof; (c) the amount of any Debt described Borrower is in clause (viii) is the net amount payable (after pro forma compliance with Section 9.01 measured upon giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timeReclassified Units.

Debt. For purposes of the foregoing: The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase price Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and the Restricted Subsidiaries existing on the date hereof that is reflected on Schedule 9.02 and any Redeemable Capital Interests refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than 90 days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have a fixed repurchase price shall be calculated been maintained in accordance with GAAP. (d) Debt under Capital Leases or Purchase Money Debt not to exceed $2,500,000 in the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding aggregate at any time outstanding. (e) Debt associated with worker’s compensation claims, performance, bid, appeal, surety or similar bonds or surety obligations required by Law or third parties in connection with the operation of the Loan Parties’ Properties and otherwise in the ordinary course of business. (f) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries except pursuant to the Loan Documents, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) Debt resulting from the endorsement of negotiable instruments in the ordinary course of business or arising from the honoring of a check, draft or similar instrument presented by the Borrower or any Restricted Subsidiary in the ordinary course of business against insufficient funds. (h) Debt (other than Debt for borrowed money) arising from judgments or orders in circumstances not constituting an Event of Default. (i) Debt of any Person at the time such Person becomes a Restricted Subsidiary of the Borrower or any Restricted Subsidiary, or is merged or consolidated with or into the Borrower or any Restricted Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, refinancings, refundings and replacements of any such Debt issued that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), provided that (i) such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of such event, (ii) neither the Borrower nor any of the Restricted Subsidiaries shall be liable for such Debt, (iii) the Borrower is in Pro Forma Compliance with original issue discount is the covenants contained in Section 9.01, (iv) the principal amount of such Debt less does not exceed $1,000,000 in the remaining unamortized portion of the original issue discount of aggregate at any time outstanding, and (v) any such Debt at such time as determined in conformity with GAAP, but such has a maturity date not sooner than 180 days after the Maturity Date. (j) Debt shall be deemed Incurred only as of incurred by the date of original issuance thereof; (c) the amount entering into of any guarantee of, or into another contingent obligation with respect to, other Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount other liability of any Debt described in clause other Person (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (gthan another Loan Party) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute is permitted under Section 9.05. (k) other unsecured Debt of incurred after the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise this Agreement not to the obligations, of any contingent obligations at such date; provided, however, that exceed $5,000,000 in the case of Debt sold at a discount, the amount of such Debt aggregate at any time will be outstanding. Notwithstanding anything contained in Section 9.02 to the accreted value thereof at such timecontrary, in no event shall the Borrower permit the APL General Partner to incur, create, assume or suffer to exist any Debt other than Debt that is incidental to its performance as general partner of APL.

Debt. For purposes of the foregoing: The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase price Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and the Restricted Subsidiaries existing on the date hereof that is reflected on Schedule 9.02 and any Redeemable Capital Interests refinancings, refundings, replacements, renewals and extensions thereof that do not increase the then outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing). (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than 90 days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have a fixed repurchase price shall be calculated been maintained in accordance with GAAP. (d) Debt under Capital Leases or Purchase Money Debt not to exceed $5,000,000 in the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding aggregate at any time outstanding. (e) Debt associated with worker’s compensation claims, performance, bid, appeal, surety or similar bonds or surety obligations required by Law or third parties in connection with the operation of the Loan Parties’ Properties and otherwise in the ordinary course of business. (f) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries except pursuant to the Loan Documents, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) Debt resulting from the endorsement of negotiable instruments in the ordinary course of business or arising from the honoring of a check, draft or similar instrument presented by the Borrower or any Restricted Subsidiary in the ordinary course of business against insufficient funds. (h) Debt (other than Debt for borrowed money) arising from judgments or orders in circumstances not constituting an Event of Default. (i) Debt of any Person at the time such Person becomes a Restricted Subsidiary of the Borrower or any Restricted Subsidiary, or is merged or consolidated with or into the Borrower or any Restricted Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, refinancings, refundings and replacements of any such Debt issued that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), provided that (i) such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of such event, (ii) neither the Borrower nor any of the Restricted Subsidiaries shall be liable for such Debt, (iii) the Borrower is in Pro Forma Compliance with original issue discount is the covenant contained in Section 9.01, (iv) the principal amount of such Debt less does not exceed $1,000,000 in the remaining unamortized portion of the original issue discount of aggregate at any time outstanding, and (v) any such Debt at such time as determined in conformity with GAAP, but such has a maturity date not sooner than 180 days after the Maturity Date. (j) Debt shall be deemed Incurred only as of incurred by the date of original issuance thereof; (c) the amount entering into of any guarantee of, or into another contingent obligation with respect to, other Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount other liability of any Debt described in clause other Person (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (gthan another Loan Party) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed is permitted under Section 9.05. (k) Revolving Debt not to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that exceed $50,000,000 in the case of Debt sold at a discount, the amount of such Debt aggregate at any time will be outstanding. (l) other unsecured Debt incurred after the accreted value thereof Effective Date not to exceed $15,000,000 in the aggregate at such timeany time outstanding. Notwithstanding anything contained in Section 9.02 to the contrary, in no event shall the Borrower permit the APL General Partner to incur, create, assume or suffer to exist any Debt other than Debt that is incidental to its performance as general partner of APL.

Debt. For purposes of Neither the foregoing: Borrower nor any Subsidiary will incur, create, assume or permit to exist any Debt, except: (a) The Loans or other Obligations or any guaranty of or suretyship arrangement for the maximum fixed repurchase price Loans or other Obligations. (b) (i) Debt of the Borrower and the Guarantors existing on the Closing Date and listed on Schedule 9.01, (ii) the Senior Subordinated Notes and Senior Subordinated Notes Guarantees issued on the Closing Date (including any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated notes and guarantees issued in exchange therefor in accordance with the terms registration rights document entered into in connection with the issuance of the Senior Subordinated Notes and Senior Subordinated Notes Guarantees) and (iii) any refinancings, refundings, renewals or extensions thereof; provided that (A) any such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which refinancing Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are is in an aggregate principal amount not then permitted to be repurchased, greater than the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the aggregate principal amount of such the Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAPbeing renewed or refinanced, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith, (B) such refinancing Debt described has a later or equal final maturity and longer or equal weighted average life than the Debt being renewed or refinanced and (C) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall, in clause the aggregate, not be materially less favorable to the Lenders than those contained in the Debt being renewed or refinanced. (viiic) is the net amount Accounts payable (after giving effect for the deferred purchase price of Property or services) from time to permitted set-off) time incurred in the ordinary course of business which, if such Swap Contracts greater than 90 days past the invoice or Hedging Obligations billing date, are terminated at that time due to default of such Person; being contested in good faith by appropriate proceedings and reserves adequate under GAAP shall have been established therefor. (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; permitted by Section 9.03(c). (e) Debt arising from the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property honoring by a bank or other assets; financial institution of a check, draft or similar instrument inadvertently (fexcept in the case of daylight overdrafts) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to drawn against insufficient funds in the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer ordinary course of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such datebusiness; provided, however, that such Debt is extinguished within five Business Days of incurrence. (f) Debt of the Borrower and its Subsidiaries under Hedging Agreements entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the operations of the Borrower and its Subsidiaries, including guarantees of any such Hedging Agreements. (g) Debt in respect of bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the account of any Company in the ordinary course of business, including guarantees or obligations of any Company 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). (h) Any guaranty by the Borrower or a Subsidiary of the Borrower of Debt sold at of a discountLoan Party that is permitted under this Agreement. (i) Debt consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business. (j) Debt arising in connection with endorsement of instruments for deposit in the ordinary course of business. (k) Debt in respect of Purchase Money Obligations and Capitalized Lease Obligations, and refinancings or renewals thereof, in an aggregate amount of such Debt not to exceed $20.0 million at any time will be outstanding. (l) Debt assumed in connection with any Permitted Acquisition or of any Person that becomes a Subsidiary of the accreted value thereof Borrower after the date hereof; provided that (i) such Debt exists at the time such timePermitted Acquisition is consummated or such Person becomes a Subsidiary and is not created in contemplation of or in connection with the consummation of such Permitted Acquisition or such Person becoming a Subsidiary and (ii) the aggregate principal amount of Debt (other than Capitalized Lease Obligations) permitted by this clause (l) shall not exceed $10.0 million at any time outstanding and the aggregate principal amount of Capitalized Lease Obligations permitted by this clause (l) shall not exceed $50.0 million at any time outstanding. (m) Debt representing deferred compensation to employees of the Companies or similar arrangements (including, without limitation, Debt issued in connection with Restricted Payments permitted under Section 9.04(d)). (n) Debt incurred in a Permitted Acquisition or a transaction permitted under Section 9.16 solely due to terms providing for the adjustment of a purchase price or similar adjustments. (o) other unsecured Debt in an aggregate principal amount not exceeding $10.0 million at any time outstanding.

Debt. For purposes of the foregoing: The Borrower will not, and will not permit any Subsidiary or ▇▇▇▇▇▇ 2009 Partnership to, incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase price Notes and other Secured Obligations, any guaranty thereof, and any Permitted Refinancing Debt in respect thereof. (b) Debt of the Borrower and its Subsidiaries existing on the date hereof that is set forth on Schedule 9.02, and any Redeemable Permitted Refinancing Debt in respect thereof. (c) Purchase money Debt and Debt under Capital Interests Leases not to exceed $5,000,000 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 the Oil and Gas Properties in an aggregate amount not to exceed $10,000,000 at any time outstanding. (e) intercompany Debt among the Loan Parties to the extent permitted by Section 9.05(g); provided that do such Debt is not have held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a fixed repurchase price Guarantor, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be calculated subordinated to the Secured Obligations on terms set forth in the Guarantee and Collateral Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) so long as the Intercreditor Agreement has been duly executed by the parties thereto and delivered to the Administrative Agent, Debt under the Second Lien Term Loan Agreement, the original principal amount of which does not exceed $175,000,000 in the aggregate, and under any guaranties thereof at any time outstanding, and any refinancing thereof permitted by the Intercreditor Agreement in an aggregate principal amount not to exceed $175,000,000. (h) insurance premiums incurred in the ordinary course of business and consistent with past practices if the amount financed does not exceed the premium payable for the current policy period. (i) Debt arising under Cash Management Agreements with any financial institution in which the Borrower or any of its Subsidiaries maintains a deposit account. (j) Debt existing on the date hereof under the Restructuring Agreement. (k) Debt constituting the deferred purchase price payable in connection with the Gunsight Acquisition in accordance with the terms of Gunsight Acquisition Agreement, in an aggregate principal amount not to exceed $950,000. (l) Debt constituting the deferred purchase price payable in connection with the Savant Acquisition in accordance with the Savant Acquisition Agreement, in an aggregate principal amount not to exceed $9,000,000, as such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which amount may be reduced in accordance with the Savant Acquisition Agreement. (m) other Debt shall be required not to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, exceed $5,000,000 in the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding aggregate at any one time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timeoutstanding.

Debt. For purposes After giving effect to the making of the foregoing: Revolving Loans to be made on the Closing Date, the Borrower and its Subsidiaries have no Debt, except (a) the maximum fixed repurchase price of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital InterestsObligations; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereofOther Senior Debt; (c) Capitalized Lease Obligations, mortgage financings or other purchase money obligations or obligations under other financing transactions relating to Capital Expenditures, in each case incurred for the purpose of financing all or part of the purchase price or cost of construction or improvements to the subject property, in an aggregate amount of not to exceed (i) in any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be Fiscal Year the lesser of (I) the maximum amount of the obligations so secured $10,000,000 and (II) twenty-five percent (25%) of the Fair Market Value amount of such property the Borrower's Capital Expenditures as determined in accordance with GAAP in the prior Fiscal Year and (ii) $35,000,000 outstanding at any time; (d) Debt evidenced by Guaranties, performance bonds, surety bonds and obligations of a like nature incurred in the ordinary course of business for the purpose of insuring the performance of the Borrower or other assetsany Subsidiary, the aggregate of which does not exceed $1,000,000; (e) Debt under Hedge Agreements; (f) interestDebt arising as a result of one or more sale and leaseback transactions, feesprovided the Borrower's aggregate, premiumnon-discounted liability associated with all such sale and leaseback transaction is not in excess of the limitations on leases established pursuant to Sections 8.9(c) and 9.2; (g) Debt for Borrowed Money arising as a result of programs by or from Governmental Authorities or guaranteed by Governmental Authorities that result in below market interest rate loans, and expenses and additional payments, if any, will to the extent it does not constitute Debtexceed $5,000,000 in principal amount outstanding at any one time; (h) Debt not included in the preceding clauses (a) through (f) in an amount not to exceed $5,000,000 in principal amount outstanding at any one time; (i) Debt incurred to refinance any Debt described in the preceding clauses (b) through (i) provided that the maturity date of such Debt is after the Stated Termination Date; and (gj) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable trade payables and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional other contractual obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that arising in the case ordinary course of business (the Debt sold at a discount, described in the amount of such Debt at any time will be preceding clauses (a) through (j) being collectively referred to herein as the accreted value thereof at such time"Permitted Debt").

Debt. For purposes of the foregoing: (a) Neither Newark, either Newark Subsidiary, VCP Exportadora nor VCP shall create, incur, issue or suffer to exist (or permit any of their respective Subsidiaries to create, incur, issue or suffer to exist) any Debt, except: (i) with respect to Newark and the maximum fixed repurchase price of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated Newark Subsidiaries: (A) Debt under and in accordance connection with the terms Loan Documents (including any related to the purchase of Products as described in Section 8.13 and the Export Agreements, and the advances to be made by the Newark Subsidiaries to Newark for the prepayment of the sale of Products as contemplated by Section 2.1), (B) Debt under and in connection with the Other Facility as permitted in clause (b), (C) unsecured Debt entered into for the sole purpose of performing cash management or other financial management functions with any of its Affiliates in the ordinary course of business, (D) other unsecured Debt with Affiliates with respect to which each such Redeemable Affiliate has become a party to the Subordination Agreement by delivery to the Administrative Agent of its executed joinder thereto, (E) Debt with non-Affiliates that is unsecured or is secured by Property that is neither part of the Collateral nor Capital Interests Stock of Aracruz (or any interests therein, including dividends payable thereon) and (F) until the Borrowing Date, Debt that will be repaid in full from the proceeds of the Loans in the manner contemplated in Section 2.2, and (ii) with respect to VCP Exportadora and VCP (and their respective Subsidiaries), any additional Debt (with respect to Debt incurred after the date hereof, only so long as there would not be a violation of the Total Debt to Total Capitalization Ratio determined as if such Redeemable Capital Interests were repurchased on any the date on which such additional Debt shall be required is incurred were the last day of a Fiscal Semester); it being understood that the Debt of Newark and the Newark Subsidiaries is limited to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then that permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; in clause (i). (b) Newark and the amount outstanding Newark Subsidiaries may enter into the Other Facility at any time of any and, from time to time, incur Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAPthereunder so long as, but such Debt shall be deemed Incurred only as of the date of original the issuance thereof; of any such Debt (c) and as of the date of any amendment, restatement or other modification thereof that increases the Other Debt Service Amount with respect to any Payment Date through and including the Final Maturity Date or increases the principal amount of any Debt issued thereunder; it being understood that any amendments, restatements or other modifications of any such Debt that do not have any such effect need not comply with the following): (i) no Default then exists or would result from the incurrence of such Debt (or amendment or modification thereof), (ii) for so long as the obligations under the Loans remain outstanding, the payment dates of all Debt issued under the Other Facility shall be the Payment Dates (with the exception that the first payment date applicable to any such Debt may be the second Payment Date after the issuance of such Debt), (iii) the net proceeds of such Debt shall promptly (and, in any event, within one Business Day thereof) be applied to the repayment of any of Newark's other Debt (including the repayment of the prepayment for the sale of Products contemplated by Section 2.1 or the repayment of any other Debt under the Other Facility), the making of a payment for Products previously purchased by Newark or to make an export pre-payment to VCP or any of its Brazilian Subsidiaries (including VCP Exportadora) for future Products, (iv) the Agents shall have received from Newark, the Newark Subsidiaries and the Other Agent confirmation that, Credit Agreement 44 pursuant to the Security Agreement, Newark and (to the extent the Newark Subsidiaries are obligors under the Other Facility) the Newark Subsidiaries have granted the creditors under the Other Facility a security interest in the Sales Collateral and the Collection Account and that the creditors under the Other Facility agree to share such security interest (and otherwise manage the collections on the Receivables) in the manner described in the Security Agreement, (v) the conditions of clause (c) shall have been satisfied and (vi) the Agents shall have received a certificate of the chief financial officer or a more senior officer of VCP certifying that each of the above conditions has been satisfied. (c) Before any Debt under the Other Facility may be incurred (it being understood that the following provisions shall apply with respect to each issuance of Debt under the Other Facility), VCP shall: (i) for each remaining Interest Period through the Final Maturity Date, provide the Agents a certificate (which the Administrative Agent shall promptly provide to each of the Lenders) of its treasurer, chief financial officer, chief accounting officer or more senior officer (with reasonable detail as to calculations) in which is included (or to which is attached) a projection (based upon VCP's reasonable estimates at such time) of: (A) the Projected Available Collections for such Interest Period, (B) the Debt Service Amount for the Payment Date at the end of such Interest Period (provided that interest payable shall be calculated using an interest rate equal to the then-current interest rate plus an additional 1% per annum), (C) the ratio of: (1) the Bank Percentage (to the extent applicable, as to be established pursuant to Section 2.3(e) of the Security Agreement in connection with the issuance of such Debt under the Other Facility) of the amount described in clause (viiiA) is the net amount payable to (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d2) the amount of any Debt described in clause (x)(AB) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (IID) the Fair Market Value if any of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to ratios for any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discountInterest Period is less than 1:1, the amount of additional collections that would be required during such Interest Period in order to obtain such ratio for such Interest Period, and (ii) if any additional collections are projected to be required pursuant to clause (i)(D), provide to the Administrative Agent either: (A) one or more supply contracts, in form and substance reasonably satisfactory to the Majority Lenders and enforceable by the Administrative Agent, whereby one or more Person(s): (1) organized in an OECD Country (including Brazil) and (2) with a long-term foreign currency debt rating from each of Standard & Poor's and Moody's at least equal to the then-applicable long-term fo▇▇▇▇▇ ▇urrency debt rating of VCP, agrees (in the aggregate for all such Person(s)) to deliver (at the request of the Administrative Agent at any time, and from time to time: (x) during the existence of an Event of Default or (y) upon the Administrative Agent's receipt from Newark of a certificate of its treasurer, chief financial officer or more senior officer that such request is necessary to avoid a Specified Event; it being understood that the Administrative Agent shall, upon receipt of such request from Newark, promptly deliver such request to such other Person(s)) sufficient products to Newark the sale of which will generate Dollar collections at least equal to the aggregate amount of all additional collections so projected to be required for all Interest Periods through the Final Maturity Date (it being understood that any projected excess in any of the Interest Periods shall not be applied to offset any additional collections projected to be required with respect to other Interest Periods except to the extent that at Credit Agreement 45 the time of the incurrence of such new Debt Newark has irrevocably instructed the Collateral Agent to retain in the Collection Subaccount all or any portion of any such projected excess for application as Carry-Over Amounts in any later Interest Period(s)), which deliveries may be requested by the Administrative Agent at any time through the date that is five Business Days after the Payment Date at the end of the last Interest Period for which any additional collections are so projected to be required (it being understood that the Administrative Agent may make such requests only during the existence of an Event of Default or at the request of Newark if Newark expects that it will need to receive such products in order to ensure that no Event of Default described in Section 9.1(o) shall occur, and that any collections relating to such delivered products would be applied to pay any amounts then payable under the accreted value thereof Loan Documents and no such amounts would be payable to the Other Agent for application in connection with the Other Facility), or (B) such other additional credit enhancement as the Majority Lenders may agree. (d) Should the Majority Lenders reasonably determine that the Projected Available Collections identified in the certificate delivered by VCP pursuant to clause (c)(i) are greater than the amount that should be reasonably estimated, the Majority Lenders may (within seven New York Business Days of their receipt of such projections) deliver notice to VCP, Newark and the Administrative Agent of such determination. Should VCP receive such notice within such period, VCP shall either deliver amended projections for the Lenders' review (subject to the approval process described in this paragraph) or engage PricewaterhouseCoopers or another independent auditor or other Person acceptable to the Majority Lenders, at the expense of VCP, to analyze the projections and either certify to the Lenders that such timeprojections are reasonable estimates by VCP or, if not, to work with VCP to establish projections that can be so certified.

Debt. For purposes None of the foregoing: Obligors nor any Subsidiary will incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase price Notes or other Indebtedness or any guaranty of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with or suretyship arrangement for the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; Notes or other Indebtedness; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined Obligors and the Subsidiaries existing on the Closing Date which is disclosed in conformity with GAAPSCHEDULE 9.01, and any renewals or extensions (but such Debt shall be deemed Incurred only as of the date of original issuance not increases) thereof; ; (c) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the amount operation of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; Oil and Gas Properties; (d) the amount of any Debt described in clause (x)(A) above shall be Subordinated Debt, provided that only the maximum liability under any Parent remains the sole obligor for such Guarantee; Debt; (e) add-on Debt to the amount of any Debt described Senior Subordinated Notes not to exceed $30,000,000 in clause the aggregate, upon terms no less favorable than the Indenture; provided that (x)(B) above shall be the lesser of (Ii) the maximum amount net cash proceeds from such add-on issuance are paid to the Agent for the benefit of the obligations so secured Lenders to reduce the amounts outstanding under the Notes and (IIii) the Fair Market Value of such property add-on issuance occurs on or other assets; before May 31, 1998; (f) interest, fees, premium, Hedging Agreements covering oil and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt gas production of the originator of such accounts receivable and related assets. The amount of Debt of Obligors or any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such dateSubsidiary; provided, however, that (A) such Hedging Agreements related to oil or gas production shall not, either individually or in the case aggregate, cover more than seventy-five percent (75%) of estimated production of oil or gas of the Obligors for each individual period covered by the Hedging Agreements and no such Hedging Agreement shall exceed a term of 24 months; PROVIDED, HOWEVER, such Hedging Agreements that are Basis ▇▇▇▇▇▇ may cover, either individually or in the aggregate, up to ninety percent (90%) of estimated production of oil or natural gas of the Obligors for each individual period covered by the Hedging Agreements and no such Hedging Agreement shall exceed a term of 24 months, and (B) the Obligors may purchase "floors" to cover 100% of estimated oil and/or gas production; (g) Hedging Agreements entered into in the ordinary course of business for the purpose of hedging the Obligors' and the Subsidiaries' interest rate or currency exposure and not for the purpose of speculation; (h) Debt sold at a discountconsisting of indemnities, obligations to make purchase price adjustments or other similar obligations, and guaranties in respect thereof, incurred or assumed in connection with the disposition of any assets of the Borrowers, the amount Obligors or any of their Subsidiaries; (i) Guaranties issued by the Borrowers, by the Obligors or by any of their respective Subsidiaries in the ordinary course of business of obligations of other Persons in connection with current oil and gas drilling, oil and gas production, oil and gas transportation, crude oil purchasing, oil and gas exploration or other similar programs or operations; provided that all such amounts guaranteed in the aggregate shall not exceed $750,000 outstanding at any one time; (j) Debt under capital leases (as required to be reported on the financial statements of the Obligors pursuant to GAAP), Debt under leases described in clause (v) of the definition of Debt, and other funded Debt (including purchase money debt), not to exceed $2,500,000 in the aggregate at any time will be outstanding for all such capital leases and other funded Debt; (k) Production payments, provided that (i) the accreted net present value thereof at of the reserves related to such timeproduction payments does not exceed 30% of the total assets of the Obligors and (ii) no production payments owed by any Obligors burden any Properties which are included in the determination of the Borrowing Base and the Threshold Amount; and (l) Debt not to exceed $5,000,000 incurred in connection with the Section 29 Transaction.

Debt. For purposes of the foregoing: (a) After the maximum date hereof, the Borrower will not incur or suffer to exist any Debt other than: (i) Debt existing on December 31, 1999 and listed on Schedule 5.09 hereof; (ii) Debt under this Agreement; (iii) Debt owing to joint ventures in which the Borrower is participating; (iv) Debt incurred to finance insurance premiums, in an aggregate principal amount not to exceed $3,000,000 at any time; (v) Debt owed by the Borrower to a Subsidiary and evidenced by an intercompany note pledged to the Agent under the Subsidiary Pledge Agreement; (vi) Debt incurred or assumed by the Borrower for the purpose of financing all or any part of the cost of acquiring any fixed repurchase price assets of the Borrower (including through capital leases), provided that the aggregate outstanding principal amount of all such Debt incurred or assumed by the Borrower and its Consolidated Subsidiaries shall not exceed $13,000,000 at any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated time; (vii) Debt incurred by the Borrower in accordance connection with the Headquarters Refinancing, including a limited recourse Guarantee by the Borrower of the Debt incurred by the New Headquarters Subsidiary in connection with the Headquarters Refinancing, the scope of such Guarantee to be as contemplated by the permitted terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on the Headquarters Refinancing; and (viii) any date on which Debt shall be required to be determined pursuant to this Indenture; providedrefinancing, howeverextension, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time renewal or refunding of any Debt issued with original issue discount is referred to in clauses 5.09(a)(i) through 5.09(a)(vii) above; provided that any refinancing, extension, renewal or refunding of any such Debt (A) shall not increase the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (IIB) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discountclause (vii), itself satisfies the requirements of clause (vii). (b) After the date hereof, the Borrower will not permit any Subsidiary to incur or suffer to exist any Debt other than (i) Debt existing on December 31, 1999 and listed on Schedule 5.09 hereof; (ii) Debt under the Subsidiary Guarantee Agreement; (iii) Debt owing to joint ventures in which such Subsidiary is participating; (iv) Debt owing by a Subsidiary to the Borrower and evidenced by an intercompany note pledged to the Agent under the Borrower Security Agreement; and (v) Debt incurred or assumed by a Subsidiary for the purpose of financing all or any part of the cost of acquiring any fixed assets of such Subsidiary (including through capital leases), provided that the aggregate outstanding principal amount of all such Debt incurred or assumed by the Borrower and its Consolidated Subsidiaries shall not exceed $13,000,000 at any time; (vi) Debt incurred by the New Headquarters Subsidiary in connection with the Headquarters Refinancing; and (vii) any refinancing, extension, renewal or refunding of the Debt referred to in clauses 5.09(b)(i) through 5.09(b)(vi) above; provided that any extension, renewal or refunding on any such Debt (A) shall not increase the principal amount of such Debt at any time will be and (B) in the accreted value thereof at such timecase of clause (vi), itself satisfies the requirements of clause (vi).

Debt. For purposes Become or remain obligated for any Debt for borrowed money, or for any Debt incurred in connection with the acquisition of the foregoing: any property, real or personal, tangible or intangible, except: (a) the maximum fixed repurchase price Indebtedness to Lenders (or their Affiliates) hereunder, including without limitation, Hedging Obligations and Special Letters of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; Credit; (b) Debt not otherwise permitted hereunder which is in existence as of the amount outstanding at Restatement Date and disclosed on Schedule 8.4(b) attached hereto, and any time of any Debt issued with original issue discount is the principal amount renewals or refinancing of such Debt in amounts not exceeding the scheduled amounts (less any required amortization according to the remaining unamortized portion of terms thereof), on terms no less favorable to Company and its Subsidiaries than in effect on the original issue discount of such Debt at such time as determined Restatement Date and otherwise in conformity compliance with GAAPthis Agreement, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; 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 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 any the Debt described in clause permitted under clauses (viiii)-(iii) herein (excluding such Debt as is the net amount payable set forth on Schedule 8.4(d) attached hereto) shall not exceed ten percent (after giving effect to permitted set-off10%) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; Tangible Net Worth; (e) any Debt assumed pursuant to an acquisition conducted in compliance with this Agreement, provided that such Debt was not entered into, extended or renewed in contemplation of such acquisition and provided further that the aggregate amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will 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 accreted value thereof at Indebtedness, if any, of such timeForeign 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 deemed to constitute the entry into more restrictive covenants or to be other than on a pari passu basis); (g) Intercompany Loans, but 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 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 all times maintained on a basis subordinate hereto, and pursuant to documentation containing covenants not more 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, 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; and provided further that prior to or concurrently with the issuance of such Debt, the Revolving Credit Aggregate Commitment is permanently reduced by an amount equal to not less than 50% of the proceeds of such Debt, net of normal and customary expenses of issuance payable to third parties; (i) customary representations, warranties and indemnification provisions entered into in connection with the sale, transfer or other disposition of 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 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 Event of Default shall have occurred and be continuing, or 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 date of such refinancing (or a shorter time period if consented to by Agent); and (k) unsecured Commodities Hedging Obligations.

Debt. For purposes of Neither the foregoing: Borrower nor any Subsidiary will incur, create, assume or permit to exist any Debt, except (with respect to the Borrower and any Active Subsidiary): (a) the maximum fixed repurchase price Notes or other Obligations or any guaranty of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with or suretyship arrangement for the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; Notes or other Obligations (provided, however, thatthat nothing contained herein shall prohibit any Inactive Subsidiary from executing a guaranty of, if such Redeemable Capital Interests are not then permitted to be repurchasedor entering a suretyship arrangement for, the repurchase price shall be the book value of such Redeemable Capital Interests; Notes or other Obligations); (b) Debt of the amount outstanding Borrower or a Subsidiary (other than Southern G) 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), amounts owed to operators of the Hydrocarbon Interests under applicable joint operating agreements or other extensions of credit from suppliers or contractors from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) purchase money Debt of the Borrower or any Active Subsidiary and Debt under capital leases (as required to be reported on the financial statements of the Borrower or any Active Subsidiary pursuant to GAAP) not to exceed $5,000,000.00 in the aggregate; (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties, not to exceed $10,000,000 in the aggregate; (f) Debt of the Borrower and its Active Subsidiaries under Hedging Agreements, but only if (i) such Hedging Agreement is not a speculative hedge and is otherwise permitted under Section 9.28; (ii) the provider of the Hedging Agreements is a Lender or an Affiliate of a Lender or an unsecured counterparty acceptable to the Agent; (g) Debt among the Borrower and its Active Subsidiaries, or among the Active Subsidiaries, in each case to the extent permitted under Section 9.03(g), in the form of intercompany advances not evidenced by notes or other instruments, in each case as long as such Active Subsidiary is a Guarantor under this Agreement; (h) Accrued FAS 143 asset retirement obligations; (i) Revenue suspense accounts with respect to the Borrower's or any Active Subsidiary's Hydrocarbon Interests; (j) Debt not otherwise permitted under this Section 9.01, which does not exceed at any time an aggregate principal amount of $10,000,000.00; and (k) Debt incurred by the Borrower pursuant to the Second Lien Loan Agreement and any Debt issued with original issue discount is guarantees thereof by any of the Guarantors; provided that, unless otherwise consented to by all of the Lenders, (i) the aggregate principal amount of such Debt shall not exceed an amount equal to $150,000,000.00 less the remaining unamortized portion any prepayments of the original issue discount of such Debt at such time as determined in conformity principal made with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; respect thereto (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount nothing contained herein shall be construed to permit any payment or prepayment of such Debt which is prohibited under Section 9.29 of this Agreement), (ii) the maturity date of any debt due thereunder shall be at least twelve months following the Revolving Credit Termination Date, (iii) such Debt and the holders thereof shall at all times be subject to the Intercreditor Agreement, and (iv) such Debt shall not have any time will be principal amortization prior to the accreted value thereof at such timeRevolving Credit Termination Date.

Debt. For purposes Create, incur, assume or suffer to exist, or permit any of the foregoing: its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (a) Debt of the maximum fixed repurchase price Obligors under this Agreement, the Notes, the Letters of Credit, the Interest Rate Protection Agreements and the other Facility Documents; (b) Debt described in Schedule IV and, to the extent indicated on Schedule IV, any renewals, extensions or refinancings thereof, provided that the principal amount thereof does not increase; (c) Debt consisting of Guaranties permitted pursuant to Section 8.02; (d) Debt of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests Obligor to any other Obligor so long as (i) if such Redeemable Capital Interests were repurchased on Debt is secured, such Debt is evidenced by a promissory note and such note together with such security is pledged as collateral for the Loans and the other obligations under the Facility Documents and (ii) if such Debt is evidenced by a promissory note or other instrument, such note or other instrument is pledged to the Administrative Agent as collateral for the Loans and the other obligations under the Facility Documents; (e) accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money), in each case incurred in the ordinary course of business and paid within prescribed time limits that are in the ordinary course of business, unless contested in good faith and by appropriate proceedings; (f) Permitted Mortgage Debt of any date on which Debt shall be required to be determined Consolidated Entity other than a Subsidiary Co-Borrower incurred pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, Section 8.01(f) provided that the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the aggregate principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt for all Consolidated Entities does not exceed at such any time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and $26,000,000; (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be Consolidated Entity other than a Subsidiary Co-Borrower incurred pursuant to this Section 8.01(g) secured by Purchase Money Liens permitted by Section 8.03(k) provided that the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the aggregate principal amount of such Debt for all Consolidated Entities does not exceed at any time will $20,000,000; (h) Debt under the ADS Synthetic Lease Documents so long as the aggregate principal amount of such Debt does not exceed $60,000,000; (i) Debt under the Converted Synthetic Lease so long as the aggregate principal amount of such Debt does not exceed $30,000,000; (j) Debt of the Borrower under documentary and standby letters of credit so long as the aggregate reimbursement obligations under such letters of credit does not exceed at any time $15,000,000; (k) Consolidated Subordinated Debt; and (l) Debt of each of the Glenmark Partnerships in favor of Century Care Management, Inc. so long as (i) the aggregate amount of such Debt of each such Glenmark Partnership does not exceed $2,500,000 and (ii) such Debt is evidenced by a promissory note on terms reasonably acceptable to the Administrative Agent which shall be secured by a first priority Lien on all of the accreted value thereof at personal Property of such timeGlenmark Partnership and pledged to the Administrative Agent as collateral for the Senior Obligations.

Debt. For purposes of Neither the foregoing: Borrower nor any Subsidiary will incur, create, assume or permit to exist any Debt, except: (a) the maximum fixed repurchase Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other Obligations; (b) Debt of the Borrower existing on the Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 9.01, and any renewals or extensions or refinancings (but not increases) thereof; (c) accounts payable (for the deferred purchase price of any Redeemable Capital Interests that do not Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests been established therefore; (d) Debt under capital leases (as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined reported on the financial statements of the Borrower pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are GAAP) and other debt or monetary obligations of the Borrower and its Subsidiaries not then permitted to be repurchased, exceed $500,000.00 in the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding aggregate at any time of any outstanding, except only for the Subordinate Notes; (e) Debt issued associated with original issue discount is bonds or surety obligations required by contract or by Governmental Requirements in connection with the principal amount of such Debt less the remaining unamortized portion operation of the original issue discount Oil and Gas Properties, in the ordinary course of such business; (f) Debt at such time as determined in conformity with GAAPof the Borrower and its Subsidiaries under Hedging Agreements, but such Debt shall be deemed Incurred only as if (i) the provider of the date of original issuance thereofHedging Agreements is a Lender or a permitted Affiliate thereof or an unsecured counterparty pre-approved in writing and acceptable to the Agent and the Required Lenders; (cii) the amount total notional volume attributable to such Hedging Agreement, if it is a Hedging Agreement with respect to Hydrocarbon Interests, does not exceed more than seventy five percent (75%) of any Debt described the forecasted production from Proven Developed Producing Reserves as reflected in clause (viii) is the net amount payable most recent Reserve Report delivered to the Agent (after giving effect to permitted set-off) if such Swap Contracts pro forma adjustments for the consummation of any acquisitions or Hedging Obligations are terminated at that time due to default dispositions since the effective date of such Person; (d) the amount of Reserve Report for any Debt described term not in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount excess of the obligations so secured and forthcoming three (II3) the Fair Market Value of such property or other assets; year period, (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (giii) to the extent the Hedging Agreement is an interest rate hedge, the notional principal amount shall not exceed more than seventy five percent (75%) of Loans projected to be outstanding to the Borrower for a period not in excess of three (3) years as covered by such Hedging Agreement, and (iv) such applicable counter-party shall have provided the Agent with prior written notice of the existence of such Hedging Transaction and such Hedging Transaction is not otherwise included in prohibited by this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such dateAgreement; provided, however, that Agent, in its sole discretion, may require the case Borrower to hedge a percentage of projected production volumes determined by the Agent in its sole discretion, on terms acceptable to the Agent and the Required Lenders, whenever Borrower has Loans and LC Exposure under this Agreement in excess of seventy-five percent (75%) of the Borrowing Base; and (g) any guaranty of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such time.otherwise permitted under Section 9.01. 65

Debt. For purposes 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 foregoing: U.S. Borrower, (aA) the maximum fixed New Senior Convertible Notes (and any additions of paid in kind interest to the outstanding principal amount thereof); (B) up to an aggregate principal amount of $20,000,000 of Subordinated Debt that is (i) additional senior convertible notes issued on terms that are identical to the New Senior Convertible Notes or (ii) other Subordinated Debt, in each case that (x) is unsecured and fully subordinated to the Obligations of the Borrowers hereunder (on terms no less favorable to the Lender Parties than those applicable to the New Senior Convertible Notes), (y) has a scheduled maturity that is later than June 30, 2013 and (z) by its terms does not pay interest in cash prior to the date on which the New Senior Convertible Notes pay interest in cash (as set forth in the New Senior Convertible Notes Indenture) (all Subordinated Debt satisfying the foregoing, “Permitted Subordinated Debt”); (C) Debt in respect of Hedge Agreements incurred in the ordinary course of business and providing protection to the Borrowers and their Subsidiaries against fluctuations in currency values or commodity prices in connection with the Borrowers’ or any of its Subsidiaries’ operations, in either case; provided that such Hedge Agreements are bona fide hedging activities and are not entered into for speculative purposes; (D) Debt consisting of an undertaking by the U.S. Borrower to guaranty the obligations of all Foreign Subsidiaries with respect to Debt in an aggregate principal amount not to exceed the amount of Debt permitted to be incurred by the Foreign Subsidiaries pursuant to Section 5.02(b)(ii)(B) and/or (C); (E) Debt consisting of promissory notes issued with respect to any repurchase price of capital stock (and/or options or warrants in respect thereof) permitted to be purchased pursuant to Section 5.02(f)(iii) in an aggregate principal amount not to exceed $1,000,000 during the term of the Facilities; and (F) Debt owed to the Canadian Borrower or to a Subsidiary Guarantor; (ii) in the case of any Redeemable Capital Interests of Subsidiary, (A) Debt owed to the Borrowers or to a Subsidiary of the U.S. Borrower; (B) in the case of the Mexican Subsidiaries and the Canadian Borrower collectively, Debt in an aggregate principal amount, when aggregated with any Debt incurred by any other Foreign Subsidiaries pursuant to Section 5.02(b)(ii)(C), not to exceed $5,000,000 at any time outstanding; (C) in the case of any Foreign Subsidiaries, other than the Mexican Subsidiaries and the Canadian Borrower, collectively, Debt in an aggregate principal amount, not to exceed $2,500,000 at any time outstanding; and (D) in the case of Subsidiary Guarantors only, guaranty Obligations in respect of Permitted Subordinated Debt of the U.S. Borrower or Other Permitted Debt of the Borrowers; provided that do such guaranty Obligations of Permitted Subordinated Debt are unsecured and subordinated on the same terms as the Obligations of the U.S. Borrower in respect of the Permitted Subordinated Debt are subordinated; and (iii) in the case of the Borrowers and any of their Subsidiaries, (A) Debt under the Loan Documents; (B) Debt secured by Liens permitted by Section 5.02(a)(iv) and Capitalized Leases not have a fixed repurchase price shall be calculated to exceed an aggregate principal amount equal to $5,000,000 at any time outstanding; (C) the Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in accordance with whole or in part, any Surviving Debt; provided that the terms of any such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on extending, refunding or refinancing Debt, and of any date on which Debt shall be required to be determined pursuant to this Indenture; providedagreement entered into and of any instrument issued in connection therewith, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, prohibited by the repurchase price shall be the book value of such Redeemable Capital InterestsLoan Documents; (b) the amount outstanding at any time of any Debt issued with original issue discount is provided further that the principal amount of such Surviving Debt less shall not be increased above the remaining unamortized portion principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; (D) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (E) Debt consisting of guaranty Obligations in the ordinary course of business of the original issue discount obligations of such Debt at such time as determined in conformity with GAAPsuppliers, but such Debt shall be deemed Incurred only as customers, franchisees and licensees of the date U.S. Borrower and its Subsidiaries; (F) Debt in respect of original issuance thereofany bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business; and (cG) Debt consisting of reimbursement obligations with respect to new letters of credit (such new letters of credit, “Replacement Letters of Credit”) in an aggregate face amount, when aggregated with the amount of any Debt described in clause (viii) is all cash proceeds of draws under the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default letters of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) credit issued pursuant to the extent Existing Credit Agreement (including the Letters of Credit hereunder) received by the beneficiaries thereunder, which cash proceeds remain held by such beneficiaries and which cash proceeds have not otherwise included been returned to the U.S. Borrower and applied in this definitionaccordance with Section 2.03(b)(v), the Receivables Transaction Amount outstanding relating not to exceed $20,000,000 at any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of time outstanding; (H) Debt of any Person existing at the time such Person is merged into or consolidated or amalgamated with, or acquired by, either Borrower or any date shall be Subsidiary or becomes a Subsidiary of either Borrower in accordance with the outstanding balance at provisions of Section 5.02(e)(xii); provided that (x) such date Debt was not incurred in contemplation of such merger, consolidation, amalgamation or investment, (y) neither Borrower nor any Subsidiary which acquired such Person is liable for such Debt, and (z) the aggregate principal amount of all unconditional obligations as described above and the maximum liabilityDebt incurred hereunder, only upon the occurrence of the contingency giving rise when aggregated with all Investments made pursuant to the obligationsSection 5.02(e)(xii), of any contingent obligations at such date; provided, however, that shall in no event exceed $5,000,000 in the case of Debt sold at a discount, the amount of such Debt aggregate at any time will be the accreted value thereof outstanding; and (I) other Debt outstanding in an aggregate principal amount not to exceed $5,000,000 at any time outstanding (such timeDebt incurred pursuant to this paragraph (I), “Other Permitted Debt”).

Debt. For purposes of the foregoing: The Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase Notes or other Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Obligations; (b) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of any Redeemable Capital Interests that do 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 a fixed repurchase price shall be calculated been maintained in accordance with GAAP; (c) Debt under Capital Leases not to exceed $1,000,000; (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the terms operation of the Oil and Gas Properties; (e) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Redeemable Capital Interests as if Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Redeemable Capital Interests were repurchased on any date on which Debt owed by either the Borrower or a Guarantor shall be required subordinated to be determined pursuant the Obligations on terms set forth in the Guaranty Agreement; (f) endorsements of negotiable instruments for collection in the ordinary course of business; (g) Debt existing on the date hereof and disclosed to this Indenturethe Lenders on Schedule 9.02; (h) Debt approved by the Required Lenders and subordinated to Borrower’s obligations to Lenders in a manner acceptable to the Administrative Agent in its sole discretion; (i) other Debt not to exceed $1,000,000 in the aggregate at any one time outstanding; (j) Permitted Senior Debt and any guarantees thereof; provided, however, thatprovided that (i) the aggregate principal amount (or accreted value, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value applicable) of such Redeemable Capital Interests; (b) the amount all Permitted Senior Debt outstanding at any one time (without duplication, and taking into account all concurrent payments or redemptions of Permitted Senior Debt with the proceeds of other Permitted Senior Debt, to the extent otherwise permitted hereunder) shall not exceed $300,000,000, (ii) the Borrower shall comply with Section 8.01(r); and (iii) the Borrowing Base then in effect shall be adjusted to the extent required by Section 2.07(e)(iii), and the Borrower shall make any Debt issued with original issue discount is prepayment required by Section 3.04(c)(iii). Upon each such incurrence of Permitted Senior Debt, the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt Borrower shall be deemed Incurred only as of to represent and warrant to the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (Lenders that both before and immediately after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default the incurrence of such Person; Permitted Senior Debt (d) and any concurrent repayment of other Permitted Senior Debt refinanced with such Permitted Senior Debt then being incurred, as the amount of any Debt described in clause (x)(A) above shall be case may be, with the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value proceeds of such property incurrence), no Event of Default shall occur and be continuing or other assets; would result therefrom; (fk) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be prior to the accreted value thereof at such timeSecond Lien Discharge Date, the Second Lien Notes; and (l) Debt arising under Swap Agreements permitted under Section 9.18 hereof.

Debt. For purposes of the foregoing: The Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents; (b) Debt of the Borrower and its Subsidiaries existing on the date hereof that is disclosed on Schedule 9.01 hereto; (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of any Redeemable Capital Interests that do Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have a fixed repurchase price shall be calculated been maintained in accordance with GAAP; (d) Debt under Capital Leases not to exceed $100,000; (e) intercompany Debt between the terms Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.04(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries; and, provided further, that any such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt owed by either the Borrower or a Guarantor shall be required subordinated to be determined pursuant the Indebtedness on terms set forth in the Guaranty Agreement; (f) endorsements of negotiable instruments for collection in the ordinary course of business; (i) Debt consisting of performance, bid and customs bonds, letters of credit, statutory obligations, surety and appeal bonds and other obligations of a like nature incurred in the ordinary course of business in connection with new, renewed or extended charter or leases of Rigs entered into after the Effective Date, and (ii) Debt incurred in the ordinary course of business with respect to this Indenture; providedinsurance premium financing for insurance being acquired by the Borrower or any Subsidiary under customary terms and conditions, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, provided that the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal aggregate amount of such Debt less the remaining unamortized portion liability of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Borrower and its Subsidiaries for Debt described in clause the preceding clauses (viiii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (IIii) shall not exceed $2,500,000 in the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person aggregate at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise one time outstanding. (h) other Debt not to the obligations, of any contingent obligations at such date; provided, however, that exceed $100,000 in the case of Debt sold at a discount, the amount of such Debt aggregate at any one time will be the accreted value thereof at such timeoutstanding.

Debt. For purposes of the foregoing: The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase price Notes or other Secured Obligations arising under the Loan Documents or any guaranty of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with or suretyship arrangement for the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, Notes or other Secured Obligations arising under the repurchase price shall be the book value of such Redeemable Capital Interests; Loan Documents; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected on Schedule 9.02 and any Permitted Refinancing Debt thereof; (c) contingent obligations as a non-operator under oil and gas operating agreements and contingent obligations under gas sale contracts for make-up volumes on sales of such gas, in each case incurred in the ordinary course of business; (d) (i) Debt at such time as determined in conformity with GAAP, but under Capital Leases or that constitutes Purchase Money Indebtedness; provided that such Debt shall not to exceed $15,000,000 in aggregate principal amount at any one time outstanding and (ii) any Permitted Refinancing Debt thereof; (i) Debt incurred to finance the acquisition, construction or improvement of the Borrower’s corporate headquarters office building; provided that such Debt shall not to exceed $10,000,000 in aggregate principal amount at any one time outstanding and (ii) any Permitted Refinancing Debt thereof; (f) Debt associated with bonds, letters of credit, surety or similar obligations incurred in the ordinary course of business in connection with the operation of the Oil and Gas Properties; (g) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Restricted Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be deemed Incurred only subordinated to the Secured Obligations on terms set forth in the Guarantee and Collateral Agreement. (h) endorsements of negotiable instruments for collection in the ordinary course of business; (i) Permitted ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ and any Permitted Refinancing Debt thereof; (j) Permitted Unsecured Debt issued after the Effective Date in an aggregate outstanding principal amount not to exceed $200,000,000; and (k) other Debt not to exceed the greater of (i) $20,000,000 and (ii) 5% of the Borrowing Base in effect as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that incurrence in the case of Debt sold at a discount, the amount of such Debt aggregate at any time will be the accreted value thereof at such timeoutstanding.

Debt. For purposes of the foregoing: The Borrower will not, and will not permit any other Credit Party to create, incur, assume or permit to exist any Debt, except: (a) the maximum fixed repurchase price of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with Obligations arising under the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; Financing Documents; (b) the amount Debt outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of on the date of original issuance hereof and listed on Schedule 6.02 and any refinancings, refundings, renewals or extensions thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at provided that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; (c) subject to the Maximum Debt Threshold, Debt in respect of (i) any office lease of the Credit Parties (to the extent such lease constitutes a Capital Lease) in an aggregate amount not to exceed Five Million Dollars ($5,000,000) owing for any fiscal year; and (ii) any other Capital Leases and purchase money obligations for fixed or capital assets; provided that the aggregate amount of all such Debt at any one time outstanding under this clause (ii) shall not exceed Five Million Dollars ($5,000,000); (d) Debt associated with worker’s compensation claims, bonds or surety obligations required by Governmental Requirements in the ordinary course of business in connection with the operation of, or provision for the abandonment and remediation of, the Oil and Gas Properties; (e) Debt between or among the Credit Parties; provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than a Credit Party and (ii) any such Debt shall be subordinated to the Obligations on terms set forth in the Guarantee and Collateral Agreement; (f) obligations to royalty, overriding and working interest owners, joint interest obligations, trade payables and other lease operating expenses incurred in the ordinary course of business which are not more than ninety (90) days past due; (g) Debt associated with (i) appeal bonds and bonds or sureties or (ii) letters of credit as provided in accordance with the PSA, in each case, provided to any Governmental Authority or to any other Person (including Seller) in connection with the operation of the Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of the Oil and Gas Properties and Midstream Properties; (h) subject to the Maximum Debt Threshold, unsecured Debt subordinated in a manner satisfactory to the Lender in its sole discretion; (i) other Debt not otherwise permitted by this Section 6.02 in an aggregate amount not to exceed One Million Dollars ($1,000,000) at any time will outstanding; and (j) any guarantee of any other Debt permitted to be the accreted value thereof at such timeincurred hereunder.

Debt. For purposes of the foregoing: The Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase Notes or other Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Obligations arising under the Loan Documents; (b) Debt of the Borrower and its Subsidiaries existing on the Effective Date that is reflected in the Financial Statements and described on Schedule 9.02; (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of any Redeemable Capital Interests that do Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have a fixed repurchase price shall be calculated been maintained in accordance with GAAP; (d) Debt under Capital Leases or nonrecourse purchase money Debt in respect of equipment purchases not to exceed $10,000,000 at any time; (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the terms operation of such Redeemable Capital Interests the Oil and Gas Properties; (f) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Sections 9.05(g), (q) or (s); (g) endorsements of negotiable instruments for collection in the ordinary course of business; (h) Debt arising under take-or-pay agreements or gas balancing agreements which do not give rise to liability in the aggregate on a consolidated basis for the Borrower in excess of $2,000,000 at any one time outstanding; (i) Debt incurred in the ordinary course of Borrower’s business in connection with Swap Agreements provided they are permitted under Section 9.18 of this Agreement; (j) Debt of Unrestricted Subsidiaries for which neither the Borrower nor any Restricted Subsidiary shall be liable as if such Redeemable Capital Interests were repurchased on an obligor, under any date on guarantee or otherwise; (k) obligations with respect to Series C preferred stock issued by the Borrower prior to the Effective Date, so long as any dividends with respect thereto comply with the provisions of Section 9.04; (l) obligations with respect to Series D preferred stock issued by the Borrower under the certificate of designations therefor filed by the Borrower with the Secretary of State of Delaware, so long as any dividends with respect thereto comply with the provisions of Section 9.04; (m) Debt of Alpha Hunter Drilling, LLC, Hunter Real Estate, LLC and Triad Hunter LLC guaranteed by the Borrower in an amount not to exceed $10,000,000 in the aggregate which Debt shall be required on terms and conditions reasonably satisfactory to be determined pursuant the Administrative Agent and have terms and conditions no more restrictive that the terms and conditions set forth in this Agreement; (n) the Hall Houston Debt in an amount not to exceed $640,695 at any one time outstanding; (o) Debt of the Borrower for the acquisition and/or financing of a corporate airplane in an amount not to exceed $4,100,000 and otherwise on terms and conditions reasonably satisfactory to the Administrative Agent; (p) Debt under the First Lien Credit Agreement and any guarantees thereof, and any refinancing or replacement thereof, provided that such Debt is subject to, and in compliance with, the Intercreditor Agreement; (q) (i) guarantees by the Borrower and any Guarantor in respect of Debt otherwise permitted by this Indenture; provided, however, that, if such Redeemable Capital Interests Section 9.02 and (ii) unsecured guarantees by the Borrower and its Subsidiaries at any one time outstanding not to exceed $2,000,000 in respect of Debt of Unrestricted Subsidiaries incurred in the ordinary course of business in connection with accounts payable which are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; greater than ninety (b90) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of days past the date of original issuance thereofinvoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; and (cr) other Debt not to exceed $3,000,000 in the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person aggregate at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any one time will be the accreted value thereof at such timeoutstanding.

Debt. For purposes None of the foregoing: Obligors will incur, create, assume or permit to exist any Debt, except: (a) the maximum fixed repurchase Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) Debt of the Borrower 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 time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under leases permitted under SECTION 9.08; (e) Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of any Redeemable Capital Interests Obligor's Pipeline Properties; (f) Debt of the Obligors under Hedging Agreements permitted under SECTION 9.07; (g) Intercompany Debt, provided, that do any such Intercompany Debt is (i) if in excess of $500,000, 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 Atlas under the Omnibus Agreement not have a fixed repurchase price shall be calculated to exceed $1,500,000 for construction of additions to the Pipeline, provided, that such Debt is repaid by the Borrower through the purchase by Atlas of common partnership interests in the Borrower; (i) 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 accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; past practices; (bj) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereofSpectrum Income Tax Obligation; and (ck) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as Borrower not otherwise described under SUBPARAGRAPHS (A) through (J) above and the maximum liability, only upon the occurrence of the contingency giving rise not to the obligations, of any contingent obligations at such date; provided, however, that exceed $250,000 in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timeaggregate.

Debt. For purposes of Neither the foregoing: Borrower nor any Subsidiary will incur, create, assume or permit to exist any Debt, except: (a) the maximum fixed repurchase Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) Debt of the Borrower existing on the Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 9.01, and any renewals, extensions refinancings or replacements (but not increases) thereof; (c) accounts payable (for the deferred purchase price of any Redeemable Capital Interests that do not Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past due, are being contested in good faith by appropriate proceedings and for which reserves adequate under GAAP shall have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests been established therefor; (d) Debt under capital leases (as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined reported on the financial statements of the Borrower pursuant to this Indenture; provided, however, that, if GAAP) not to exceed $2,000,000; (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of Oil and Gas Properties; (f) Debt of the Guarantors permitted by Section 9.03(h); (g) Debt of any Special Entity so long as such Redeemable Debt is non-recourse in all respects to the Borrower and its other Subsidiaries other than to the Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value Stock of such Redeemable Capital Interests; Special Entity; (bh) additional Debt of any Special Entity not otherwise allowed by Section 9.01(g), so long as the aggregate principal amount of all such Debt of all Special Entities at any one time outstanding does not exceed $2,000,000; (i) Debt of any Subsidiary owed to the Borrower and any of its other Subsidiaries to the extent permitted by Section 9.03; (j) Debt of the Borrower not otherwise allowed under this Section 9.01 not to exceed $25,000,000 outstanding at any time one time; and (k) Debt taking the form of any Debt issued with original issue discount is a guarantee by the principal amount of such Debt less the remaining unamortized portion Borrower of the original issue discount trade payables of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that Retex Inc. arising in the case ordinary course of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timebusiness.

Debt. For purposes of the foregoing: The Parent Guarantor will not, and will not permit any Credit Party to, incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase price Loans and any other Secured Obligations and any guaranty of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated or suretyship arrangement in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; respect thereof. (b) (i) Debt of the amount Parent Guarantor and the Credit Parties (including any outstanding at commitments for such Debt) existing on the date hereof that is reflected in the Financial Statements, in the financial statements described in Section 7.04(b) or in Schedule 9.02, (ii) the Existing Senior Notes and any time Permitted Refinancing Debt in respect thereof and (iii) up to $1,000,000,000 of unsecured senior or senior subordinated notes and any Permitted Refinancing Debt issued with original issue discount is in respect thereof if the sum of the principal amount of the Debt incurred and outstanding under this clause (iii) and the total Term Loan Commitments does not exceed $1,000,000,000. (c) obligations to pay the deferred purchase price of Property or services (including the provision of services pursuant to drilling contracts), from time to time incurred in the ordinary course of business which are not greater than ninety (90) days delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt associated with bonds or surety obligations (i) required in connection with self-insurance or the performance of contracts or (ii) required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (e) intercompany Debt between Credit Parties to the extent permitted by Section 9.05(g); provided that such Debt less is not held, assigned, transferred, negotiated or pledged to any Person other than a Credit Party, and, provided further, that any such Debt for borrowed money owed by either the remaining unamortized portion Borrower or a Guarantor shall be subordinated to the Secured Obligations on terms set forth in the Guaranty and Collateral Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business and Debt 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, in each case, so long as such Debt is extinguished within 5 Business Days of the original issue discount incurrence thereof. (g) Permitted Additional Senior Notes issued by the Parent Guarantor, the Borrower or any Guarantor and any guarantees of such Debt by the Parent Guarantor, the Borrower or any other Guarantor, provided that (i) at such the time as determined in conformity with GAAP, but of incurring such Debt shall be deemed Incurred only as (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of the date of original issuance thereof; (c) the amount of any such Debt described in clause (viii) is the net amount payable (after giving effect to permitted setthe incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) other than any Existing Senior Notes, such Debt does not have any scheduled amortization prior to ninety-offone days after the Revolving Maturity Date, (iii) other than any Existing Senior Notes, such Debt does not mature sooner than two years after the Revolving Maturity Date, (iv) such Debt and any guarantees thereof are on prevailing market terms for similar situated companies, (v) if the Revolving Facility is subject to a Borrowing Base, the Borrowing Base is reduced pursuant to Section 2.07(e) and prepayment is made to the extent required by Section 3.04(c)(iii) and (vi) at the time such Swap Contracts or Hedging Obligations Permitted Additional Senior Notes are terminated incurred, the Fixed Charge Coverage Ratio (as defined in the Second Supplemental Indenture, dated as of September 24, 2010, among the Parent Guarantor, the Borrower and The Bank of New York Mellon Trust Company, N.A.) for the Parent Guarantor’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Permitted Additional Senior Notes are incurred would have been at that time due least 2.0 to default 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the Permitted Additional Senior Notes had been incurred at the beginning of such Personfour-quarter period; and any Permitted Refinancing Debt in respect thereof. (dh) Debt secured by Liens permitted under Section 9.03(d), subject to pro forma compliance with Section 9.01. (i) Debt in the form of guaranties by the Parent Guarantor, the Borrower or any Guarantor of Debt of (A) other Credit Parties permitted under this Section 9.02 and (B) other Subsidiaries to the extent an Investment would be permitted under section 9.05(g)(iii). (j) Debt owed to insurance companies for premiums on policies required by Section 8.06. (k) other Debt not to exceed, at the time of incurrence thereof, the greater of $500,000,000 and 4.0% of the Parent Guarantor’s consolidated total assets. (l) Debt arising under Treasury Management Agreements in the ordinary course of business. (m) Permitted Acquired Debt. (n) Debt secured by Liens permitted under Section 9.03 (other than Section 9.03(d)). (o) Debt incurred by the Parent Guarantor or any of the other Credit Parties arising from agreements providing for indemnification, adjustment of purchase price or similar obligations in connection with permitted dispositions of any business, assets or Subsidiary of the Parent Guarantor or any of the other Credit Parties. (p) Debt of any Foreign Subsidiary, provided that the aggregate principal amount of any all Debt described in permitted under this clause shall not exceed, at the time of incurrence thereof, $25,000,000. (q) refinancings, extensions or renewals of Debt under the foregoing clauses (b)(i) and (n) and this clause (x)(Aq) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described and guaranty obligations in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (grespect thereof) to the extent that the principal amount thereof is not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timeincreased.

Debt. For purposes Incur, contract for, assume, or permit to remain outstanding, indebtedness for borrowed money, installment obligations, or obligations under capital leases, other than, with respect to Borrower only (1) unsecured trade debt incurred in the ordinary course of business, (2) indebtedness owing to the foregoing: Bank, (a3) indebtedness reflected in the maximum fixed repurchase price latest financial statement of any Redeemable Capital Interests Borrower furnished to the Bank prior to execution of this Agreement and that do is not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; providedpaid with proceeds of borrowings under the Credit Facilities, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b4) the amount indebtedness outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at hereof that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) has been disclosed to the extent Bank in writing on Schedule 6.2.C hereto and that is not otherwise included in this definition, to be paid with proceeds of borrowings under the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; Credit Facilities (provided, however, that in no event will Borrower allow the case outstanding amounts owed to C▇▇▇▇▇ Financial and California United Bank to exceed amounts to be available under the Facility B (so that such outstanding amounts owed to C▇▇▇▇▇ Financial and California United Bank will be capable of Debt sold being paid in full from amounts available under Facility B when Facility B is available pursuant to Section 4.3), (5) capital lease obligations and obligations incurred to finance the purchase of equipment and related software secured by purchase money liens on such equipment and related software, (6) indebtedness arising from the honoring of a check, draft or similar instrument against insufficient funds or from the endorsement of instruments for collection in the ordinary course of Borrower’s or any subsidiary’s business, (7) indebtedness with respect to surety, appeal, indemnity, performance or other similar bonds in the ordinary course of business, (8) reimbursement obligations in connection with letters of credit that are secured by cash or cash equivalents and issued on behalf of Borrower or a subsidiary thereof in an amount not to exceed $500,000 at a discountany time outstanding, (9) the CUB Facility and the C▇▇▇▇▇ Facility, (10) other unsecured indebtedness not exceeding, in the aggregate outstanding principal amount at any time, $100,000, and (11) any refinancings, refundings, renewals or extensions of any of the foregoing, other than the CUB Facility and the C▇▇▇▇▇ Facility, provided that the amount of such Debt Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to accrued but unpaid interest plus the premium or other amount paid, and fees and expenses incurred, in connection with such refinancing and by an amount equal to any time will be utilized commitments thereunder (all of the accreted value thereof at such timeforegoing collectively referred to as “Permitted Indebtedness”).

Debt. For purposes of the foregoing: The Borrower will not, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt of the Borrower or any Redeemable Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including obligations under Capital Interests Leases and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such asset prior to the acquisition thereof, and extensions, renewals and replacements of any such Debt that do not have a fixed repurchase price shall be calculated in accordance with increase the terms outstanding principal amount thereof; provided that (i) such Debt is incurred prior to or within 90 days after such acquisition or the completion of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; construction or improvement and (bii) the amount outstanding at any time of any Debt issued with original issue discount is the aggregate principal amount of Indebtedness permitted by this clause (d) shall not exceed $1,000,000. (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between (i) the Borrower and the Parent and (ii) the Borrower and any Subsidiary or between Subsidiaries to the extent permitted by Section 9.05(g); provided that (1) such Debt less is not held, assigned, transferred, negotiated or pledged to any Person other than, in the remaining unamortized portion case of the original issue discount Parent Loan, the Parent and otherwise, the Borrower or one of its Wholly-Owned Subsidiaries, (2) any such Debt at such time as determined owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in conformity with GAAPthe Guaranty Agreement, but (3) any such Debt shall be deemed Incurred only as not have any scheduled amortization prior to April 19, 2011, (4) in the case of the date of original issuance thereof; (c) Parent Loan, no payments may be made to the amount of any Debt described in clause (viii) is the net amount payable (extent that prior to and after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default payment, the Borrower would have unused Commitments of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount not less than 33% of the obligations so secured then available aggregate Commitments and (II5) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discountthe Parent Loan, the amount Borrower will not make and the Parent will not accept any payments if an Event of Default is occurring and continuing or would result. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Debt (other than for borrowed money) incurred in the ordinary course of business in connection with Hydrocarbon transportation, Hydrocarbon purchasing or other similar arrangements, provided that such arrangements are disclosed to the Administrative Agent. (i) Debt incurred in connection with vendor financing provided by Midland Pipe Corporation and its affiliates not to exceed $15,000,000 in the aggregate at any one time will be outstanding. (j) other Debt not to exceed $1,000,000 in the accreted value thereof aggregate at such timeany one time outstanding.

Debt. For purposes of the foregoing: Neither Borrower nor any Subsidiary will incur, create, assume or permit to exist any Debt, except: (a) the maximum fixed repurchase Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other Obligations. (b) Debt of Borrower existing on the Closing Date which is disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof. (c) accounts payable (for the deferred purchase price of any Redeemable Capital Interests that do not Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests been established therefore. (d) Debt under capital leases (as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined reported on the financial statements of Borrower pursuant to this Indenture; providedGAAP) and purchase money Debt, howeverin each case for the acquisition of equipment, that, if such Redeemable Capital Interests are which in each purchase money Debt case shall not then permitted to be repurchased, exceed 100% of the repurchase lesser of the total purchase price shall be and the book fair market value of such Redeemable Capital Intereststhe Property acquired as determined at the time of acquisition; provided that all Debt incurred as described in this clause (bd) shall not exceed $500,000 in the amount aggregate outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; time. (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount operation of the obligations so secured Oil and (II) the Fair Market Value of such property or other assets; Gas Properties. (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) Subject to the extent not otherwise included in this definitionprovisions of Section 8.11, Debt of Borrower and its Subsidiaries under Hedging Agreements with a Lender or as approved by the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured Majority Lenders entered into as a transfer part of accounts receivable and its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timeBorrower’s operations.

Debt. For purposes Incur, contract for, assume, or permit to remain outstanding, indebtedness for borrowed money, installment obligations, or obligations under capital leases, other than (1) unsecured trade debt incurred in the ordinary course of business, (2) indebtedness owing to the Agent, (3) indebtedness reflected in its latest financial statement furnished to the Agent prior to execution of this Agreement and that is not to be paid with proceeds of borrowings under the Credit Facility, (4) indebtedness outstanding as of the foregoing: (a) date hereof that has been disclosed to the maximum fixed repurchase price of any Redeemable Capital Interests Agent in writing and that do is not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant paid with proceeds of borrowings under the Credit Facility, including indebtedness arising under the Senior Secured Notes and the indebtedness described on Schedule A attached hereto and made a part hereof, (5) purchase money indebtedness, (6) indebtedness created for the sole purpose of amending, modifying, extending, consolidating, rearranging, restating, renewing or replacing, in whole or in part, indebtedness referred to this Indenture; providedin the foregoing clauses (3) through (4), however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is provided the principal amount of such Debt less indebtedness is not increased, and (7) other indebtedness in the remaining unamortized portion aggregate amount of $5,000,000.00 per year, excluding insurance premium financing. The parties hereto acknowledge and agree that (i) Borrower is indebted to JPMorgan under credit cards issued to the original issue discount Borrower with an aggregate maximum line of such Debt at such time as determined credit in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described $85,000 (the “JPMorgan Credit Card Debt”) and (ii) Borrower is indebted to ▇▇▇▇▇▇ Express Financial Services Corporation under a fuel card line with an aggregate maximum line of credit in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause $100,000 (x)(A) above shall be the maximum liability under any such Guarantee; (e) “▇▇▇▇▇▇ Fuel Card Debt”). Without the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount written consent of the obligations so secured Agent, the Borrower will not, and no Subsidiary of the Borrower will (IIi) the Fair Market Value incur JPMorgan Credit Card Debt in excess of such property $85,000 or ▇▇▇▇▇▇ Fuel Card Debt in excess of $100,000, in each case exclusive of interest charges or (ii) incur indebtedness under credit cards or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to lines of credit issued by any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timeother Person.

Debt. For purposes No Borrower (other than the U.S. Borrower) shall, nor shall any Borrower permit any Subsidiary to, issue, incur, assume, create, have outstanding any Debt, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or apply for or become liable to the issuer of the foregoing: (a) the maximum fixed repurchase price a letter of credit which supports an obligation of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indentureother Person; provided, however, that, if such Redeemable Capital Interests are that the foregoing shall not then permitted restrict nor operate to be repurchasedprevent: (a) the Obligations of the Canadian Borrower and the Designated Borrowers owing to the Administrative Agent, the repurchase price shall be L/C Issuers and the book value of such Redeemable Capital Interests; Lenders (and their Affiliates); (b) the amount outstanding at any time obligations of any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (c) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (d) intercompany advances from time to time owing by any Subsidiary to the U.S. Borrower or another Subsidiary, Guarantees and similar undertakings by a Borrower (other than the U.S. Borrower) or a Subsidiary in respect of such obligations of the U.S. Borrower or any Subsidiary; 67 (e) Debt issued with original issue discount is outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt less is not increased at the remaining unamortized portion of the original issue discount time of such Debt at such time as determined in conformity with GAAPrefinancing, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the refunding, renewal or extension except by an amount of any Debt described in clause (viii) is the net amount payable (after giving effect equal to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property a premium or other assets; amount paid, and fees and expenses incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at that becomes a Subsidiary of a Borrower after the date hereof or is amalgamated with, merged into or consolidated with the U.S. Borrower, the Canadian Borrower or any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence Subsidiary of the contingency giving rise to U.S. Borrower after the obligationsdate hereof, which is existing at the time such Person becomes a Subsidiary of a Borrower or is so amalgamated, merged or consolidated (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower); (g) Guarantees by any Subsidiary of any contingent Debt of any other Subsidiary and Guarantees by any Borrower (other than the U.S. Borrower) of any Debt of any other Borrower; and (a) Priority Debt and (b) obligations at of Subsidiaries in respect of letters of credit, in each case, not otherwise permitted by this Section 8.7; provided that the sum of the aggregate principal amount of such date; providedPriority Debt and other obligations incurred pursuant to this clause (i) (when taken together, however, that but in the case of Debt sold at a discountsuch obligations in clause (b), only including the amount of obligations constituting reimbursement obligations with respect to such Debt letters of credit to the extent drawn) plus (without duplication) the aggregate principal amount of indebtedness or other obligations secured by a Lien pursuant to Section 8.8(j) do not exceed 10% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower at any time will be the accreted value thereof at such time.

Debt. For purposes of Neither the foregoing: Borrower nor any Subsidiary will incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) Debt of the Borrower 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 any Redeemable Capital Interests that do not Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have a fixed repurchase price shall be calculated been established therefor; (d) Debt associated with bonds or surety obligations required by Governmental Requirements in accordance connection with the terms operation of the Oil and Gas Properties; (e) Debt, in form and substance customary for Debt of such Redeemable Capital Interests type and otherwise reasonably satisfactory to the Agent, associated with Hedging Agreements which may be entered into after the Closing Date that are traded on exchanges or that are with the Agent (or any Affiliate of the Agent) or such other Person as if the Agent may approve in writing; provided that (i) such Redeemable Capital Interests were repurchased Hedging Agreements are being used by the Borrower to hedge expected potential fluctuations of the price of oil and gas or for other business purposes and not for speculation and (ii) the aggregate amount (including the notional amount of notional amount contracts) of all such Hedging Agreements shall not exceed 50% of the Borrower's projected oil and gas production for any year; (f) At such time as the Borrowing Base is equal to the Threshold Amount, Debt of Bonray or any Subsidiary not existing on the date hereof (other than a Subsidiary which acquires the Texaco Property or the Property of any date Other Acquisition, directly or indirectly), on terms reasonably acceptable to the Agent, for which the Person to whom such Debt shall be required is owed has no recourse to be determined pursuant such Subsidiary (whether as a primary or secondary obligor) for the payment thereof except to this Indenturethe Property securing such Debt; provided, howeverhowever that such Property is not Property owned by the Borrower, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of Subsidiary existing on the date of original issuance thereof; hereof (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and than Bonray), (g) Debt, resulting from the prepayment to the extent not otherwise included Borrower for well costs, which Debt is incurred, pursuant to joint operating agreements or drilling contracts entered into in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt ordinary course of the originator of such accounts receivable and related assets. The amount of Borrower's business; and (h) Subordinated Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise not to the obligations, of any contingent obligations at such date; provided, however, that exceed $100,000,000 in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timeaggregate.

Debt. For purposes Neither the Borrower nor any of the foregoing: its Subsidiaries will incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) accounts payable and other accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of any Redeemable Capital Interests that do 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 a fixed repurchase price shall be calculated been maintained in accordance with GAAP. (c) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of their Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (d) endorsements of negotiable instruments for collection in the ordinary course of business. (e) other Debt not to exceed $20,000,000 in the aggregate at any one time outstanding. (f) Debt under any Senior Notes issued after the Effective Date, provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) after giving effect to each such incurrence, the Borrower is in pro forma compliance with Section 9.01(b), (iii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iv) such Debt does not mature sooner than one year after the Maturity Date, (v) the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchasedmaterially more onerous, taken as a whole, than the repurchase price shall be terms of this Agreement and the book value of such Redeemable Capital Interests; other Loan Documents, and (bvi) the amount outstanding at any time of any Debt issued with original issue discount Borrowing Base is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time adjusted as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (ccontemplated by Section 2.07(f) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of Borrower makes any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timeprepayment required under Section 3.04(c)(iii).

Debt. For purposes of Neither the foregoing: Borrower nor any Restricted Subsidiary will incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase price Tranche A Notes or other Tranche A Indebtedness arising under the Tranche A Loan Documents or any guaranty of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with or suretyship arrangement for the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, Tranche A Notes or other Tranche A Indebtedness arising under the repurchase price shall be the book value of such Redeemable Capital Interests; Tranche A Loan Documents; (b) the Tranche B Notes or other Tranche B Indebtedness arising under the Tranche B Loan Documents or any guaranty of or suretyship arrangement for the Tranche B Notes or other Tranche B Indebtedness arising under the Tranche B Loan Documents; (c) Debt existing on the Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 9.01, and any renewals, extensions or refinancings (but not increases) thereof; (d) Debt (unrelated to Unrestricted Subsidiaries and other than for borrowed money) incurred in the ordinary course of business in connection with Hydrocarbon transportation, Hydrocarbon 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; (e) Debt under Hedging Agreements with a Lender or another counterparty rated BBB+ by Standard & Poor's Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., 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; (f) additional Debt (including, without limitation, guarantees of Debt of Unrestricted Subsidiaries) with an outstanding aggregate principal amount outstanding not at any time in excess of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date$5,000,000; provided, however, that in the case of Debt sold at a discount, Borrowing Base shall be reduced by the amount of all such Debt outstanding at any time will be which is in excess of $1,500,000; (g) Debt secured by the accreted value thereof at Liens permitted by clause (x) of the definition of "Excepted Liens"; provided that such timeDebt is discharged within 180 days of the relevant acquisition or merger; (h) 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; (i) loans and advances between the Restricted Subsidiaries, to any Restricted Subsidiary from the Borrower and to the Borrower from any Restricted Subsidiary; (j) Debt approved by the Majority Lenders which is subordinated on terms satisfactory to the Majority Lenders to the payment of the Tranche A Indebtedness (with the Borrowing Base in 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 judgment of the Majority Lenders); (k) Debt of the Borrower pursuant to Section 3.03(f) of Annex I which is subordinated to the Senior Obligations in accordance with the terms set forth on Exhibit J to Annex I or such other terms as are satisfactory to the Agent and the Lenders for the Senior Obligations; and (l) 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. For purposes of Neither the foregoing: Parent Borrower nor any other Restricted Subsidiary will incur, create, assume or permit to exist any Debt, except: (a) The Loans or other Obligations or any guaranty of or suretyship arrangement for the maximum fixed repurchase price Loans or other Obligations. (b) (i) Debt of the Loan Parties existing on the Original Closing Date and listed on Schedule 9.01 to the Original Credit Agreement, (ii) the Senior Notes and Senior Notes Guarantees issued on the Original Closing Date (including any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated notes and guarantees issued in exchange therefor in accordance with the terms registration rights document entered into in connection with the issuance of the Senior Notes and Senior Notes Guarantees) and (iii) any refinancings, refundings, renewals or extensions thereof; provided that (A) any such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which refinancing Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are is in an aggregate principal amount not then permitted to be repurchased, greater than the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the aggregate principal amount of such the Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAPbeing renewed or refinanced, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith, (B) such refinancing Debt described has a later or equal final maturity and longer or equal Weighted Average Life to Maturity than the Debt being renewed or refinanced and (C) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall, in clause the aggregate, not be materially less favorable to the Lenders than those contained in the Debt being renewed or refinanced. (viiic) is the net amount Accounts payable (after giving effect for the deferred purchase price of Property or services) from time to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default incurred in the ordinary course of such Person; business. (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; permitted by Section 9.03(c). (e) Debt arising from the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property honoring by a bank or other assets; financial institution of a check, draft or similar instrument inadvertently (fexcept in the case of daylight overdrafts) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to drawn against insufficient funds in the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer ordinary course of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such datebusiness; provided, however, that such Debt is extinguished within five Business Days of incurrence. (f) Debt of the Parent Borrower and the other Restricted Subsidiaries under Hedging Agreements entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the operations of the Parent Borrower and the other Restricted Subsidiaries, including guarantees of any such Hedging Agreements. (g) Debt in respect of bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the account of any Company in the ordinary course of business, including guarantees or obligations of any Company 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). (h) Any guaranty by the Parent Borrower or another Restricted Subsidiary of Debt of a Loan Party that is permitted under this Agreement. (i) Debt consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business. (j) Debt arising in connection with endorsement of instruments for deposit in the ordinary course of business. (k) Debt in respect of Purchase Money Obligations and Capitalized Lease Obligations, and refinancings or renewals thereof, in an aggregate amount not to exceed $30.0 million at any time outstanding. (l) Debt assumed in connection with any Permitted Acquisition or of any Person that becomes a Restricted Subsidiary after the Original Closing Date; provided that (i) such Debt exists at the time such Permitted Acquisition is consummated or such Person becomes a Restricted Subsidiary and is not created in contemplation of or in connection with the consummation of such Permitted Acquisition or such Person becoming a Restricted Subsidiary and (ii) the aggregate principal amount of Debt (other than Capitalized Lease Obligations) permitted by this clause (l) shall not exceed $15.0 million at any time outstanding and the aggregate principal amount of Capitalized Lease Obligations permitted by this clause (l) shall not exceed $75.0 million at any time outstanding. (m) Debt representing deferred compensation to employees of the Companies or similar arrangements (including, without limitation, Debt issued in connection with Restricted Payments permitted under Section 9.04(d)). (n) Debt incurred in a Permitted Acquisition or a transaction permitted under Section 9.16 solely due to terms providing for the adjustment of a purchase price or similar adjustments. (i) unsecured Debt incurred to finance a Permitted Acquisition; provided that, after giving effect to such incurrence and such Permitted Acquisition on a Pro Forma Basis, (A) no Default then exists or would result therefrom, (B) the Parent Borrower shall be in compliance with the Financial Covenants on a Pro Forma Basis as of the most recent Test Period (assuming, for purposes of Sections 9.12 and 9.13, that such Permitted Acquisition and incurrence of Debt, and all other Permitted Acquisitions and incurrences of Debt consummated since the first day of the relevant Test Period for each of the Financial Covenants ending on or prior to the date of such transaction, had occurred on the first day of such relevant Test Period); provided that with respect to Section 9.12, after giving effect to such incurrence and such Permitted Acquisition on a Pro Forma Basis, the Leverage Ratio shall be at least 0.50:1.00 less than the maximum Leverage Ratio permitted under Section 9.12 as of the end of the latest Test Period, and (C) in the case of any Debt sold at a discountincurred under this clause (o)(i), the amount of such Debt has a later or equal final maturity and longer or equal Weighted Average Life to Maturity than the Term Loans, and (ii) other unsecured Debt in an aggregate principal amount not exceeding $15.0 million at any time will be the accreted value thereof at such timeoutstanding.

Debt. For purposes of Neither the foregoing: Borrower nor any Material Subsidiary ---- will incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and its Material Subsidiaries existing on the date hereof that is reflected in the Financial Statements, and any Permitted Refinancing Debt in respect thereof. (c) accounts payable (for the deferred purchase price of any Redeemable Capital Interests that do Property or services) from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have a fixed repurchase price shall be calculated been maintained in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; . (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; Capital Leases not to exceed $5,000,000. (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount operation of the obligations so secured Oil and (II) the Fair Market Value of such property or other assets; Gas Properties. (f) interestintercompany Debt between the Borrower and any Material Subsidiary or between Material Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, feesassigned, premiumtransferred, and expenses and additional paymentsnegotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, if anyand, will not constitute Debt; and provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) non-recourse Debt secured by Property other than Oil and Gas Properties evaluated by the Lenders for purposes of establishing the Borrowing Base not to exceed $10,000,000 in the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person aggregate at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise one time outstanding. (i) other Debt not to the obligations, of any contingent obligations at such date; provided, however, that exceed $5,000,000 in the case of Debt sold at a discount, the amount of such Debt aggregate at any one time will be the accreted value thereof at such timeoutstanding.

Debt. For purposes Neither QSRD nor any of its Subsidiaries, including the foregoing: Borrower, will incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase price Indebtedness or any guaranty of any Redeemable Capital Interests or suretyship arrangement for the Indebtedness including Debt to issuers of letters of credit that do not have a fixed repurchase price shall be calculated in accordance with are the terms subject of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; L/C Guarantees; (b) the amount outstanding at any time Debt of any Debt issued with original issue discount Obligor existing on and not repaid on the Closing Date which is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined disclosed in conformity with GAAPSchedule 9.01, and any renewals or extensions (but such Debt shall be deemed Incurred only as of the date of original issuance not increases) thereof; , (c) the amount of any Debt described in clause (viii) is the net amount accounts payable (after giving effect for the deferred purchase price of Property or services) from time to permitted set-off) time incurred in the ordinary course of business which, if such Swap Contracts greater than 90 days past the invoice or Hedging Obligations billing date, are terminated at that time due to default of such Person; 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 QSRD pursuant to GAAP) and other Debt of QSRD and the Borrower not otherwise permitted under this Section 9.01 in an aggregate principal amount of not to exceed $500,000 at any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; one time outstanding; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; Borrower under Risk Management Agreements with any Eligible Counterparty; (f) interest, fees, premium, Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and expenses and additional payments, if any, will not constitute Debt; and Gas Properties; (g) the Subordinated Debt; (h) intercompany Debt to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating permitted by Section 9.03; (i) Debt arising from or related to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator Liens described in clauses (iii) to (v) of such accounts receivable and related assets. The amount the definition of "Excepted Liens"; (j) Non-Recourse Debt of any Person at any date shall be Non-Recourse Subsidiary; and (k) Debt of QSRD and its Subsidiaries, including the outstanding balance at such date of all unconditional obligations as described above and the maximum liabilityBorrower, only upon the occurrence of the contingency giving rise incurred pursuant to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timeSenior Note Documents.

Debt. For purposes Neither the Borrower nor any of the foregoing: its Subsidiaries will incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase Notes or other Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Obligations arising under the Loan Documents; (b) accounts payable and other accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of any Redeemable Capital Interests Property or services) from time to time incurred in the ordinary course of business with respect to which no more than 90 days have elapsed since the date Third Amended and Restated Credit Agreement – Page 89 715347206 14464587 of invoice or that do not are being contested in good faith by appropriate action and for which adequate reserves have a fixed repurchase price shall be calculated been maintained in accordance with GAAP; (c) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(d); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guarantee Agreement; (d) endorsements of such Redeemable Capital Interests negotiable instruments for collection in the ordinary course of business; (e) Debt of any Obligor in respect of workers’ compensation claims, performance bonds, surety bonds, and appeal bonds issued for its account, in each case in the ordinary course of business, or surety/bonds to governmental agencies; (f) Debt incurred under Unsecured Notes and any guarantees by a Guarantor in respect thereof in an aggregate principal amount that would not cause, as if such Redeemable Capital Interests were repurchased on any of the date on which such Debt is incurred, the ratio of Total Net Debt to Adjusted EBITDA to exceed the maximum amount then permitted under Section 9.01(b) after giving pro forma effect to such incurrence, provided that (1) such Unsecured Notes and any Unsecured Notes Indenture under which such Unsecured Notes are issued contain customary terms and conditions for unsecured notes of similar type and of like tenor and amount and do not contain any financial covenants that are, taken as a whole, more onerous to the Borrower and its Subsidiaries than those imposed by this Agreement (as determined in good faith by the senior management of the General Partner) (as in effect on the date of Incurrence of such Debt), (2) the final stated maturity date and the average life (based on the stated final maturity date and payment schedule provided at the date of issuance) of such Unsecured Notes shall not be earlier than 180 days after the Maturity Date (as in effect on the date of Incurrence of such Debt), and (3) at the time of and immediately after giving effect to each incurrence of such Debt, no Default or Event of Default shall have occurred and be continuing, and provided, further, that immediately upon any incurrence of Debt permitted by this clause (f), the Borrowing BaseRBL Component then in effect shall be required automatically reduced by an amount equal to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be product of (i) 25% of the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the aggregate principal amount of such Debt less incurred (calculated at the remaining unamortized portion face amount of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after incurred without giving effect to permitted set-offany original issue discount) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; times (dii) the amount of any Debt described percentage determined by dividing the RBL Component as in clause (x)(A) above shall be effect prior to giving effect to such automatic reduction by the maximum liability under any Borrowing Base as in effect prior to giving effect to such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured automatic reduction and (IIb) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included any Permitted Refinancing Debt in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such time.respect thereof;

Debt. For purposes Neither the Borrower nor any of the foregoing: its Subsidiaries will incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase Term Loan Notes or other Indebtedness arising under the Term Loan Documents (including, for the avoidance of doubt, any Indebtedness arising from the exercise of the PIK Option) or any guaranty of or suretyship arrangement for the Term Loan Notes or other Indebtedness arising under the Term Loan Documents. (b) accounts payable and other accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of any Redeemable Capital Interests that do 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 a fixed repurchase price shall be calculated been maintained in accordance with GAAP. (c) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of their Wholly-Owned Subsidiaries, and, provided further , that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Term Loan Guaranty Agreement. (d) endorsements of negotiable instruments for collection in the ordinary course of business. (e) other Debt not to exceed $10,000,000 in the aggregate at any one time outstanding. (f) Debt under any Senior Notes existing on the Effective Date or issued after the Effective Date, provided , that (i) at the time of incurring such Debt, (A) no Default has occurred and is then continuing, (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) and (C) the Borrower shall be in compliance with Section 9.01 on a pro forma basis (provided that solely with respect to this provision, reference to “December 31, 2018” in Section 9.01(b) will be replaced with “June 30, 2017”), and (D) the ratio of Total Debt to EBITDA for the four fiscal quarters ending on the last day of the fiscal quarter immediately preceding the date of determination is no greater than 5.25 to 1.00; (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date; (iii) such Debt does not mature sooner than one year after the Maturity Date and (iv) the terms of such Redeemable Capital Interests Debt are not materially more onerous, taken as if a whole, than the terms of this Agreement and the other Term Loan Documents. (g) Permitted Refinancing Debt (it being understood and agreed that a refinancing of a Debt under any RBL Facility will be governed by Section 9.02(j) and not this clause (g) ). (h) [Reserved]. (i) [Reserved]. (j) Debt under RBL Facilities in an aggregate principal amount not to exceed at any one time outstanding (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Borrower and Guarantors thereunder) the greater of: (i) the result of (A) $630,000,000 minus (B) the aggregate amount equal to the greater of (1) Borrowing Base reductions and (2) permanent reductions to the commitments, in each case, under the RBL Facilities, attributable to assets that are Disposed after the Effective Date (so long as the proceeds of such Redeemable Capital Interests were repurchased on any date on which Dispositions are used to repay Debt shall be required under the RBL Facilities) plus (C) the aggregate amount equal to be determined pursuant the lesser of (1) Borrowing Base increases and (2) permanent increases to this Indenturethe commitments, in each case, under the RBL Facilities, attributable to assets of the Borrower and its Subsidiaries after the Effective Date; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price that in no event shall be the book value of such Redeemable Capital Intereststhis clause (i) exceed $630,000,000; and (bii) the amount outstanding at sum of (A) the most recently established Borrowing Base under the RBL Facilities plus (B) any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion or all of the original issue discount of such Debt at such time as determined in conformity with GAAP, following which is applicable (but such Debt shall be deemed Incurred only as of the date of original issuance thereof; without duplication): (c1) the amount of any Debt described Borrowing Base Deficiency and (2) any Revolving Credit Exposures in clause excess of the Aggregate Maximum Credit Amounts (viiias defined in the RBL Credit Agreement in effect as of the date hereof) is resulting from a reduction of the net amount payable Aggregate Maximum Credit Amounts (as defined in the RBL Credit Agreement in effect as of the date hereof); provided that after giving pro forma effect to permitted set-off) if any such Swap Contracts or Hedging Obligations are terminated at that time due Debt to default be incurred on any date of such Person; determination (d) the amount of other than any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount RBL Facility incurred in exchange for, or proceeds of which are used to replace or refinance, all or any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or outstanding under any other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definitionRBL Facility), the Receivables Transaction Amount outstanding relating Borrower’s ratio of First Lien Debt to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured EBITDA (as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at ratio is recomputed on such date of all unconditional obligations as described above determination using (a) First Lien Debt outstanding on such date of determination and (b) EBITDA for the maximum liability, only upon four fiscal quarters ending on the occurrence last day of the contingency giving rise fiscal quarter immediately preceding the date of determination for which financial statements are available) shall not be greater than: (i) 3.50 to the obligations1.00, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be during the accreted value thereof period from and including the Effective Date through December 31, 2016, (ii) 3.25 to 1.00, at such timeany time during the fiscal quarter ending ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) 3.00 to 1.00, at any time during the fiscal quarter ending June 30, 2017 and (iv) 2.50 to 1.00, at any time on or after July 1, 2017. Notwithstanding the foregoing, if the Borrower is not permitted to incur Debt under RBL Facilities based on the ratios of First Lien Debt to EBITDA set forth above, it may borrow up to $30 million at any time outstanding under RBL Facilities if needed to meet temporary working capital needs. (k) Debt in respect of Secured Swap Obligations and Secured Cash Management Obligations.

Debt. For purposes Neither any Borrower nor any of its Subsidiaries shall incur or maintain any Debt, other than the foregoing: following ("Permitted Debt"): (a) the maximum fixed repurchase price Obligations; (b) Debt described on Schedule 6.9; (c) Capital Leases of Equipment and purchase money secured Debt incurred to purchase Equipment provided that (i) 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 $5,000,000 at any Redeemable Capital Interests time; (d) Subordinated Debt under the Junior Credit Agreement as long as the outstanding principal amount thereof does not exceed $14,000,000; (e) Debt evidencing a refunding, renewal or extension of the Debt described on Schedule 6.9; provided that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such refunded, renewed or extended Debt do not have a fixed repurchase price 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 be calculated in accordance with become an obligor or guarantor thereof, and (iv) the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on refunding, renewal or extension are no less favorable to any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchasedBorrower, the repurchase price shall be Agents or the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of Lenders than the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assetsDebt; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debtthe endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (g) obligations of Parent incurred in the ordinary course of business consistent with past practices directly or indirectly guaranteeing any trade payables of Subsidiaries in an aggregate amount not to exceed $1,000,000 outstanding at any time; (h) to the extent not otherwise included approved by the Required Lenders in this definitionwriting in their sole discretion, guarantee obligations of Parent incurred in the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer ordinary course of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of business directly or indirectly guaranteeing Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence purchaser of the contingency giving rise assets or stock of a RoadOne Borrower in accordance with Section 7.9(g); (i) contingent inventory repurchase obligations incurred pursuant to the obligationsa Repurchase Agreement with respect to floorplan financing for Independent Distributors, of any contingent obligations at such date; provided, however, provided that in the case of Debt sold at a discount, the amount of such Debt contingent obligations shall not exceed $30,000,000 in the aggregate at any time will be and any such Repurchase Agreement entered into after the accreted value thereof date hereof has been approved by the Collateral Agent in accordance with Section 7.19; (j) contingent partial recourse obligations of Parent incurred pursuant to the Repurchase Agreement with NationsCredit Commercial Corporation with respect to floorplan financing for Independent Distributors, provided that the amount of such contingent obligations shall not exceed $1,000,000 in the aggregate at such any time; (k) intercompany Debt permitted under clauses (e), (f), (g), and (h) of the definition of "Restricted Investment"; and (l) Permitted Refinancing Debt.

Debt. For purposes of the foregoing: The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase Loans, any Notes or other Secured Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans, any Notes or other Secured Obligations arising under the Loan Documents, and any deferred put premiums associated with Swap Agreements entered into with an Approved Counterparty. (b) the Convertible Note (but no Permitted Refinancing Debt in respect of the Convertible Note) and any Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of any Redeemable Capital Interests that do Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have a fixed repurchase price shall be calculated been maintained in accordance with GAAP. (d) Debt (including guarantees) under Capital Leases, provided that the aggregate amount of such Debt and Debt incurred pursuant to Sections 9.02(j) and (k) does not exceed the greater of $30,000,000 or 10% of the then effective Borrowing Base at any one time outstanding. (e) Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Secured Obligations on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Debt under any Senior Notes issued after the Effective Date, provided that (i) at the time of incurring such Debt (1) no Default has occurred and is then continuing and (2) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iii) such Debt does not mature sooner than one year after the Maturity Date, (iv) the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents, (v) such Debt and any guarantees thereof are on prevailing market terms for similarly situated companies, and (vi) the Borrowing Base is adjusted as contemplated by Section 2.07(e) and the Borrower makes any prepayment required under Section 3.04(c)(iii); and any Permitted Refinancing Debt with respect to any such Senior Notes provided that for the purposes of Section 2.07(e), any increase in the aggregate amount of Senior Notes then permitted outstanding shall result in a reduction of the Borrowing Base as contemplated by Section 2.07(e). (i) Debt incurred to be repurchasedfinance insurance premiums. (j) Debt incurred solely for the purpose of financing the acquisition, construction or improvement of any fixed or capital assets, including Debt assumed in connection with the repurchase price shall be the book value acquisition of such Redeemable Capital Interestsassets; provided that (bi) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less does not exceed the remaining unamortized portion cost of acquiring, constructing or improving such fixed or capital assets and (ii) the original issue discount aggregate amount of such Debt and Debt incurred pursuant to Sections 9.02(d) and (lk) does not exceed the greater of $30,000,000 or 10% of the then effective Borrowing Base at such any one time as determined in conformity with GAAPoutstanding. (k) other Debt, but provided that the aggregate amount of such Debt shall be deemed Incurred only as and Debt incurred pursuant to Sections 9.02(d) and (j) does not exceed the greater of $30,000,000 or 10% of the date then effective Borrowing Base at any one time outstanding. For the avoidance of original issuance thereof; doubt, an issue of Senior Notes or Permitted Refinancing Debt may be comprised of Debt only a portion of which constitutes Permitted Refinancing Debt to the extent the aggregate principal amount thereof exceeds the current principal amount of the Senior Notes being refinanced or replaced (c) plus the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured premiums paid and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, fees and expenses and additional paymentsincurred in connection therewith, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timeapplicable).

Debt. For purposes of the foregoing: The Borrower will not and will not cause or permit any Guarantor or any Restricted Subsidiary to incur, create, assume or permit to exist any Debt, except: (a) the maximum fixed repurchase price Debt hereunder or any guaranty of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with or suretyship arrangement for the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; hereunder; (b) Debt of the amount Borrower and the Restricted Subsidiaries existing on the date hereof that 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 time incurred in the ordinary course of business which, if material and 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 of the Borrower and the Restricted Subsidiaries requiring no scheduled principal payments (whether at stated maturity or by virtue of scheduled amortization, required prepayment or redemption) due until at least one year after the Termination Date and issued under the Indenture or otherwise under agreements containing covenants no more restrictive to the Borrower or the Restricted Subsidiaries, as the case may be, than the covenants contained in this Agreement; (e) Debt that is secured by Liens permitted under Section 9.02(d) and under clause (xv) of the definition of Excepted Liens which in the aggregate shall not to exceed $25,000,000 outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; one time; (f) interest, fees, premium, Debt of the Borrower and expenses and additional payments, if any, will not constitute Debt; and the Restricted Subsidiaries (other than Laurel) under Hedging Agreements entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the Borrower's operations; (g) Debt as a result of (and to the extent not otherwise included in this definition, permitted by) Sections 9.03(g); (h) Debt under the Receivables Transaction Amount outstanding relating to Revolving Credit Agreement and guaranties by any Qualified Receivables Transaction shall be deemed to constitute Debt Guarantor or Laurel thereof; and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute (i) Other unsecured Debt of the originator Borrower and the Restricted Subsidiaries (other than Laurel) so long as at the time such Debt is incurred, and after giving pro forma effect to the incurrence and applications of such accounts receivable and related assets. The amount of Debt of any Person at any date the proceeds thereof, the Borrower shall be in pro forma compliance with the outstanding balance at such date financial covenants contained in Section 9.12 and Section 9.13 and no Default or Event of all unconditional obligations as described above Default shall have occurred and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timecontinuing.

Debt. For purposes of the foregoing: (a) Neither Newark, either Newark Subsidiary, VCP Exportadora nor VCP shall create, incur, issue or suffer to exist (or permit any of their respective Subsidiaries to create, incur, issue or suffer to exist) any Debt, except: (i) with respect to Newark and the maximum fixed repurchase price of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated Newark Subsidiaries: (A) Debt under and in accordance connection with the terms Loan Documents (including any related to the purchase of Products as described in Section 8.13 and the Export Agreements, and the advances to be made by the Newark Subsidiaries to Newark for the prepayment of the sale of Products as contemplated by Section 2.1), (B) Debt under and in connection with the Other Facility as permitted in clause (b), (C) unsecured Debt entered into for the sole purpose of performing cash management or other financial management functions with any of its Affiliates in the ordinary course of business, (D) other unsecured Debt with Affiliates with respect to which each such Redeemable Affiliate has become a party to the Subordination Agreement by delivery to the Administrative Agent of its executed joinder thereto, (E) Debt with non-Affiliates that is unsecured or is secured by Property that is neither part of the Collateral nor Capital Interests Stock of Aracruz (or any interests therein, including dividends payable thereon) and (F) until the Borrowing Date, Debt that will be repaid in full from the proceeds of the Loans in the manner contemplated in Section 2.2, and (ii) with respect to VCP Exportadora and VCP (and their respective Subsidiaries), any additional Debt (with respect to Debt incurred after the date hereof, only so long as there would not be a violation of the Total Debt to Total Capitalization Ratio determined as if such Redeemable Capital Interests were repurchased on any the date on which such additional Debt shall be required is incurred were the last day of a Fiscal Semester); it being understood that the Debt of Newark and the Newark Subsidiaries is limited to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then that permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; in clause (i). (b) Newark and the amount outstanding Newark Subsidiaries may enter into the Other Facility at any time of any and, from time to time, incur Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAPthereunder so long as, but such Debt shall be deemed Incurred only as of the date of original the issuance thereof; of any such Debt (c) and as of the date of any amendment, restatement or other modification thereof that increases the Other Debt Service Amount with respect to any Payment Date through and including the Final Maturity Date or increases the principal amount of any Debt issued thereunder; it being understood that any amendments, restatements or other modifications of any such Debt that do not have any such effect need not comply with the following): (i) no Default then exists or would result from the incurrence of such Debt (or amendment or modification thereof), (ii) for so long as the obligations under the Loans remain outstanding, the payment dates of all Debt issued under the Other Facility shall be the Payment Dates (with the exception that the first payment date applicable to any such Debt may be the second Payment Date after the issuance of such Debt), (iii) the net proceeds of such Debt shall promptly (and, in any event, within one Business Day thereof) be applied to the repayment of any of Newark's other Debt (including the repayment of the prepayment for the sale of Products contemplated by Section 2.1 or the repayment of any other Debt under the Other Facility), the making of a payment for Products previously purchased by Newark or to make an export pre-payment to VCP or any of its Brazilian Subsidiaries (including VCP Exportadora) for future Products, (iv) the Agents shall have received from Newark, the Newark Subsidiaries and the Other Agent confirmation that, Credit Agreement 44 pursuant to the Security Agreement, Newark and (to the extent the Newark Subsidiaries are obligors under the Other Facility) the Newark Subsidiaries have granted the creditors under the Other Facility a security interest in the Sales Collateral and the Collection Account and that the creditors under the Other Facility agree to share such security interest (and otherwise manage the collections on the Receivables) in the manner described in the Security Agreement, (v) the conditions of clause (c) shall have been satisfied and (vi) the Agents shall have received a certificate of the chief financial officer or a more senior officer of VCP certifying that each of the above conditions has been satisfied. (c) Before any Debt under the Other Facility may be incurred (it being understood that the following provisions shall apply with respect to each issuance of Debt under the Other Facility), VCP shall: (i) for each remaining Interest Period through the Final Maturity Date, provide the Agents a certificate (which the Administrative Agent shall promptly provide to each of the Lenders) of its treasurer, chief financial officer, chief accounting officer or more senior officer (with reasonable detail as to calculations) in which is included (or to which is attached) a projection (based upon VCP's reasonable estimates at such time) of: (A) the Projected Available Collections for such Interest Period, (B) the Debt Service Amount for the Payment Date at the end of such Interest Period (provided that interest payable shall be calculated using an interest rate equal to the then-current interest rate plus an additional 1% per annum), (C) the ratio of: (1) the Bank Percentage (to the extent applicable, as to be established pursuant to Section 2.3(e) of the Security Agreement in connection with the issuance of such Debt under the Other Facility) of the amount described in clause (viiiA) is the net amount payable to (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d2) the amount of any Debt described in clause (x)(AB) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (IID) the Fair Market Value if any of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to ratios for any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discountInterest Period is less than 1:1, the amount of additional collections that would be required during such Interest Period in order to obtain such ratio for such Interest Period, and (ii) if any additional collections are projected to be required pursuant to clause (i)(D), provide to the Administrative Agent either: (A) one or more supply contracts, in form and substance reasonably satisfactory to the Majority Lenders and enforceable by the Administrative Agent, whereby one or more Person(s): (1) organized in an OECD Country (including Brazil) and (2) with a long-term foreign currency debt rating from each of Standard & Poor's and ▇▇▇▇▇'▇ at least equal to the then-applicable long-term foreign currency debt rating of VCP, agrees (in the aggregate for all such Person(s)) to deliver (at the request of the Administrative Agent at any time, and from time to time: (x) during the existence of an Event of Default or (y) upon the Administrative Agent's receipt from Newark of a certificate of its treasurer, chief financial officer or more senior officer that such request is necessary to avoid a Specified Event; it being understood that the Administrative Agent shall, upon receipt of such request from Newark, promptly deliver such request to such other Person(s)) sufficient products to Newark the sale of which will generate Dollar collections at least equal to the aggregate amount of all additional collections so projected to be required for all Interest Periods through the Final Maturity Date (it being understood that any projected excess in any of the Interest Periods shall not be applied to offset any additional collections projected to be required with respect to other Interest Periods except to the extent that at Credit Agreement 45 the time of the incurrence of such new Debt Newark has irrevocably instructed the Collateral Agent to retain in the Collection Subaccount all or any portion of any such projected excess for application as Carry-Over Amounts in any later Interest Period(s)), which deliveries may be requested by the Administrative Agent at any time through the date that is five Business Days after the Payment Date at the end of the last Interest Period for which any additional collections are so projected to be required (it being understood that the Administrative Agent may make such requests only during the existence of an Event of Default or at the request of Newark if Newark expects that it will need to receive such products in order to ensure that no Event of Default described in Section 9.1(o) shall occur, and that any collections relating to such delivered products would be applied to pay any amounts then payable under the accreted value thereof Loan Documents and no such amounts would be payable to the Other Agent for application in connection with the Other Facility), or (B) such other additional credit enhancement as the Majority Lenders may agree. (d) Should the Majority Lenders reasonably determine that the Projected Available Collections identified in the certificate delivered by VCP pursuant to clause (c)(i) are greater than the amount that should be reasonably estimated, the Majority Lenders may (within seven New York Business Days of their receipt of such projections) deliver notice to VCP, Newark and the Administrative Agent of such determination. Should VCP receive such notice within such period, VCP shall either deliver amended projections for the Lenders' review (subject to the approval process described in this paragraph) or engage PricewaterhouseCoopers or another independent auditor or other Person acceptable to the Majority Lenders, at the expense of VCP, to analyze the projections and either certify to the Lenders that such timeprojections are reasonable estimates by VCP or, if not, to work with VCP to establish projections that can be so certified.

Debt. For purposes of Neither the foregoing: Parent nor any Company will incur, permit to exist or commit to incur any Debt that has not been approved by the Agent in writing in advance, except the following (collectively, the "Permitted Debt"): (a) the maximum fixed repurchase price of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with Loan and the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; other Obligations; (b) obligations to pay Taxes; (c) liabilities for account payable, non-capitalized equipment or operating leases and similar liabilities incurred in the amount outstanding at ordinary course of business; (d) accrued expenses, deferred credits and loss contingencies that are properly classified as liabilities under GAAP; (e) Debt incurred in the ordinary course of business to hedge the risk of interest rate fluctuations or any time of any the Companies' portfolios or pipelines of Mortgage Loans under this Agreement or in respect of other Permitted Debt issued with original issue discount is obligations; (f) liabilities for capital leases and similar liabilities incurred in the ordinary course of business, up to an aggregate maximum principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; Five Million Dollars (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and $5,000,000); (g) funded Debt in an aggregate principal amount of up to Five Hundred Million Dollars ($500,000,000) under one or more warehouse financing agreements under each of which the extent not otherwise included lenders have entered into written intercreditor arrangements reasonably acceptable to and approved by the Agent; (h) Debt in this definition, an aggregate principal amount of up to Twenty Million Dollars ($20,000,000) under one or more lease financing agreements; (i) the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Subordinated Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such described on Schedule SD; (j) the specific Debt shall be deemed to constitute described on Schedule 11.6(j); (k) other Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence Parent or one or more of the contingency giving rise Companies approved in writing by the Required Lenders (no Lender shall have any obligation to approve any such Debt, and each may approve or disapprove it in such Lender's sole and absolute discretion); (l) Debt incurred in connection with the obligations, collapsing and repurchasing of securities issued in connection with a securitization of Mortgage Loans the documentation for which specifically contemplates and permits such a repurchasing transaction; and (m) Debt secured solely by the residual interests of the Parent or any contingent obligations at such date; provided, however, that Company in the case of Debt sold at a discount, the amount of such Debt at income stream to be received under any time will be the accreted value thereof at such timeMortgage Loan or lease securitization program.

Debt. For purposes None of the foregoing: Borrower, the Parent or any Subsidiary will incur, create, assume or permit to exist any Debt, except: (a) the maximum fixed repurchase Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) Debt of the Borrower 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 any Redeemable Capital Interests that do not Property or services) from time to time incurred in the ordinary course of business which, if greater than 60 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests been established therefor; (d) Debt under capital leases (as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined reported on the financial statements of the Borrower pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are GAAP) not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; exceed $2,000,000; (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount operation of the obligations so secured Oil and (II) the Fair Market Value of such property or other assets; Gas Properties; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute DebtDebt of the Parent created by loans permitted by Section 9.03(g); and and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator Borrower under Hedging Agreements with a Lender or an Affiliate of any Lender or another investment grade counterparty the notional amounts on which do not exceed 75% of the Borrower's anticipated oil and/or gas production to be produced during the term of such accounts receivable and 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 assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timeBorrower's and its Subsidiaries' operations.

Debt. For purposes Not, and not permit any of the foregoing: Loan Parties and their Subsidiaries to, create, incur, assume, or suffer to exist any Debt, except the following: (ai) Obligations under this Agreement and the maximum fixed repurchase price of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; other Loan Documents; (bii) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be of the outstanding balance at such date Loan Parties (other than Holdings) and their Subsidiaries secured by Liens permitted by Section 9.2.2, and extensions, renewals, replacements, and refinancings thereof, so long as the aggregate amount of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will outstanding does not exceed $500,000; (iii) Debt of any Loan Party to any other Loan Party, so long as (i) that Debt is evidenced by a demand note in form and substance reasonably satisfactory to Administrative Agent and pledged and delivered to Administrative Agent pursuant to the Security Documents as additional collateral security for the Obligations, and (ii) the obligations under that demand note are subordinated to the obligations of the Loan Parties under the Loan Documents (including the Obligations of Borrowers under this Agreement) in a manner reasonably satisfactory to Administrative Agent; (iv) Debt arising in connection with endorsement of instruments for deposit in the ordinary course of business; (v) Debt of any Loan Party to any employee, officer, or director or any such Person’s spouse, estate, or estate-planning vehicle to repurchase Equity Interests from that Person upon the death, disability, or termination of employment of that employee, officer of director, so long as the aggregate amount of all such Debt at any time outstanding does not exceed $250,000; (vi) unsecured Hedging Obligations consisting of commodity swap agreements of the Loan Parties (other than Holdings) and their Subsidiaries in an aggregate amount not to exceed $250,000 incurred for bona fide hedging purposes and not for speculation with respect to risks arising in the ordinary course of Borrowers’ business; (vii) Debt described on Schedule 9.2.1 and any extension, renewal, replacement or refinancing thereof so long as the principal amount thereof is not increased; (viii) the Debt to be Repaid (so long as that Debt is repaid on the accreted value First Amendment Effective Date with the proceeds of the Acquisition Term Debt); (ix) Contingent Liabilities arising with respect to (i) customary indemnification obligations by any of the Loan Parties (other than Holdings) and their Subsidiaries in favor of purchasers in connection with dispositions permitted under Section 9.2.9, and (ii) the guaranty by any of the Loan Parties (other than Holdings) and their Subsidiaries of a lease, sublease, license, or sublicense entered into in the ordinary course of business by another Loan Party or any Subsidiary thereof; (x) unsecured Debt incurred in respect of netting services, overdraft protection, and other like services, in each case, incurred in the ordinary course of business; (xi) so long as the Acquisition Term Debt is subject to the terms and conditions of the Intercreditor Agreement the Acquisition Term Debt in an aggregate principal amount outstanding under this clause (xi) at any time not to exceed the Term Loan Cap (as defined in the Intercreditor Agreement) at any time outstanding and any permitted Refinancing (as defined in the Intercreditor Agreement) thereof; provided, that, any Acquisition Term Debt that exceeds the Term Loan Cap shall still be permitted hereunder to the extent it constitutes Excess Term Loan Debt (as defined in the Intercreditor Agreement) under the Intercreditor Agreement; (xii) Debt owed to any person or entity providing property, casualty or liability insurance to any Borrower or any Subsidiary of any Borrower in connection with the financing of financing premiums in the ordinary course of business to the extent not due and payable; (xiii) unsecured Debt of any Borrower or any of its Subsidiaries owing to banks or other financial institutions under corporate credit cards issued to officers and employees for business related expenses in the ordinary course of business in an aggregate amount not to exceed $375,000 at any time outstanding; (xiv) [Reserved]; (xv) Debt in the form of Capital Lease obligations or purchase money obligations of any entity that becomes a Loan Party after the date hereof pursuant to a Permitted Acquisition; provided, that (x) such Debt exists at the time such entity becomes such a Subsidiary and is not created in contemplation of or in connection with such entity becoming such a Subsidiary, (y) such Debt is not guaranteed in any respect by any Borrower or Guarantor (other than by any such entity that guaranteed such Debt at the time such entity became a Subsidiary) and (z) such Debt in the aggregate does not exceed $750,000 at any time outstanding and any renewals, extensions, or refinancings thereof so long as the principal amount thereof is not increased; (xvi) Debt in an aggregate amount not to exceed $250,000 at any time outstanding in connection with surety or similar bonds, letters of credit and performance bonds obtained in the ordinary course of business of the Borrowers and their Subsidiaries; (xvii) deposits supporting the performance of operating leases in the ordinary course of business in an aggregate amount not to exceed $250,000 at any time outstanding; (xviii) unsecured Debt arising from agreements providing for customary adjustments of purchase price or similar obligations, or from guarantees securing the performance of any Borrower or any Subsidiary of any Borrower pursuant to such timeagreements, in connection with any Permitted Acquisitions; (xix) cash obligations under incentive, non-compete, consulting, deferred compensation, or other similar arrangements, other than sales commissions, incurred by it in the ordinary course of business in an aggregate amount not to exceed $2,000,000 at any time outstanding; (xx) (A) the Green Remedies Seller Note to the extent subject to the Green Remedies Seller Note Subordination Agreement, (B) other unsecured seller notes issued by Holdings of up to 150% of the EBITDA of the target for the most recently ended twelve month period for which financial statements have been delivered to Administrative Agent, in an aggregate amount not to exceed $12,000,000 at any time outstanding to the extent subject to a subordination agreement or other subordination arrangement in favor of the Obligations reasonably acceptable to Administrative Agent and subject to documentation and structure reasonably acceptable to the Administrative Agent and (C) other unsecured earn-outs owing by Holdings of up to 150% of the EBITDA of the target for the most recently ended twelve month period for which financial statements have been delivered to Administrative Agent, in an aggregate amount not to exceed $12,000,000 at any time outstanding the extent subject to a subordination agreement or other subordination arrangement in favor of the Obligations reasonably acceptable to Administrative Agent and subject to documentation and structure reasonably acceptable to the Administrative Agent; (xxi) Debt arising under the Permitted ADM Factoring Arrangement; and (xxii) other unsecured Debt of the Loan Parties and their Subsidiaries not otherwise provided for herein in an aggregate amount not at any time exceeding $750,000 at any time outstanding; provided, to the extent any such Debt is in the form of seller notes, earn-out or similar obligations, such Debt shall only be issued by Holdings and shall be subject to a subordination agreement or other subordination arrangement in favor of the Obligations reasonably acceptable to Administrative Agent.

Debt. For purposes of Neither the foregoing: Borrower nor any Subsidiary will incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents; (b) Debt of the Borrower 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 any Redeemable Capital Interests that do not Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests been established therefor; (d) Debt under capital leases (as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined reported on the financial statements of the Borrower pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are GAAP) not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; exceed $250,000; (e) Debt associated with guaranties, sureties and bonds issued by the amount Borrower or any Subsidiary, in the ordinary course of any Debt described its business, of obligations of others (other than for borrowed money) incurred in clause (x)(B) above shall be Hydrocarbon transportation, Hydrocarbon purchasing or other similar programs or operations, provided that such operations are disclosed to the lesser of (I) Agent and the maximum amount costs of the obligations so secured and (II) financing related to such operations are incorporated into the Fair Market Value of such property or other assets; Engineering Reports provided to the Agent; (f) interest, fees, premium, and expenses and additional payments, if any, will Non-Recourse Debt arrangements on any Property of the Borrower or any Subsidiary which is not constitute Debtincluded in the determination of the Borrowing Base; and and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator Borrower under Hedging Agreements with a Lender or another investment grade counterparty rated A or higher by Standard & Poors Corporation or P2 or higher by ▇▇▇▇▇'▇ Investors Service, Inc., the notional amounts of such accounts receivable which do not exceed 80% of Borrower's anticipated oil and/or gas production from producing ▇▇▇▇▇ to be produced for a period of 24 months, 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 related assets. The amount its Subsidiaries' operations; and (h) Debt consisting of Debt sureties or bonds provided to any Governmental Authority or other Person and assuring payment of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence contingent liabilities of the contingency giving rise Borrower or any of its Subsidiaries with respect to the obligationsplugging, facility removal and abandonment of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timeits Oil and Gas Properties.

Debt. For purposes Neither PESCO nor any of the foregoing: its consolidated Subsidiaries may, directly or indirectly, create, incur, or suffer to exist any direct, indirect, fixed, or contingent liability upon itself for any Debt, other than (a) the maximum fixed repurchase price Obligation, (b) overdraft lines of PESCO and its consolidated Subsidiaries and guarantees by PESCO or its consolidated Subsidiaries of overdraft lines for Borrower's foreign Subsidiaries and their Joint Ventures collectively not to exceed $7,000,000, in the aggregate at any Redeemable Capital Interests that do time (calculated so as not have a fixed repurchase price shall be calculated to include both the overdraft line and any related guaranty), including, without limitation, those overdraft lines presently existing and described on SCHEDULE 7.11, (c) customary trade payables in accordance with the terms ordinary course of such Redeemable Capital Interests business, (d) Pool International, Inc.'s obligations as if such Redeemable Capital Interests were repurchased on any date on which set forth in Section 9 of the Contingent Support Agreement, (e) Debt shall be required to be determined pursuant to this Indenture; providedof Obligors arising under the Contingent Support Agreement, however(f) foreign exchange contracts, that, if such Redeemable Capital Interests are not then (g) intercompany Debt otherwise permitted to be repurchasedincurred under the Original Credit Agreement before -- or under this Agreement after -- the date of this Agreement, (h) Debt relating to purchases of assets not exceeding $200,000 in the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount aggregate outstanding at any one time for all of PESCO and its consolidated Subsidiaries, (i) obligations relating to bid and performance guarantees and surety bonds required in the ordinary course of business, (j) guarantees and other Debt disclosed on SCHEDULE 7.11 as renewed or extended (but not increased) from time to time, (k) Debt pre-approved in writing by Determining Lenders, (l) the "Obligation" as defined in the Term Loan Agreement and the ISDL Agreement, (m) $11,500,000 of Borrower's 10% Subordinated Notes issued to the Sellers pursuant to the Payment Agreement, a guaranty by PESCO of such Notes, and a nonrecourse guaranty by PCESI of such Notes, (n) notes in respect of deferred compensation obligations of approximately $1,600,000 to certain key employees of GPC during the period ending three years after the closing under the Stock Purchase Agreement, (o) guarantees by PCESI of up to $400,000 (in the aggregate outstanding at any time) with respect to leases by its employees of light vehicles, and (p) Debt issued with original issue discount is in the principal amount of such Debt less $545,000 incurred in connection with the remaining unamortized portion of Purchase Agreement between Borrower's Subsidiary, Pool Company (Texas) Inc. ("POOL TEXAS") and Elder Well Service, Inc., pursuant to which Pool Texas purchased eight well servicing rigs for $650,000 (including the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) transfer to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer seller of accounts receivable and related certain existing Pool Texas assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such time).

Debt. For purposes No Borrower (other than the U.S. Borrower) shall, nor shall any Borrower permit any Subsidiary to, issue, incur, assume, create, have outstanding any Debt, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or apply for or become liable to the issuer of the foregoing: (a) the maximum fixed repurchase price a letter of credit which supports an obligation of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indentureother Person; provided, however, that, if such Redeemable Capital Interests are that the foregoing shall not then permitted restrict nor operate to be repurchasedprevent: (a) the Obligations of the Canadian Borrower and the Designated Borrowers owing to the Administrative Agent, the repurchase price shall be L/C Issuers and the book value of such Redeemable Capital Interests; Lenders (and their Affiliates); (b) the amount outstanding at any time obligations of any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (c) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (d) intercompany advances from time to time owing by any Subsidiary to the U.S. Borrower or another Subsidiary, Guarantees and similar undertakings by a Borrower (other than the U.S. Borrower) or a Subsidiary in respect of such obligations of the U.S. Borrower or any Subsidiary; (e) Debt issued with original issue discount is outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt less is not increased at the remaining unamortized portion of the original issue discount time of such Debt at such time as determined in conformity with GAAPrefinancing, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the refunding, renewal or extension except by an amount of any Debt described in clause (viii) is the net amount payable (after giving effect equal to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property a premium or other assets; amount paid, and fees and expenses incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at that becomes a Subsidiary of a Borrower after the date hereof or is amalgamated with, merged into or consolidated with the U.S. Borrower, the Canadian Borrower or any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence Subsidiary of the contingency giving rise to U.S. Borrower after the obligationsdate hereof, which is existing at the time such Person becomes a Subsidiary of a Borrower or is so amalgamated, merged or consolidated (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower); (g) Guarantees by any Subsidiary of any contingent Debt of any other Subsidiary and Guarantees by any Borrower (other than the U.S. Borrower) of any Debt of any other Borrower; and (a) Priority Debt and (b) obligations at of Subsidiaries in respect of letters of credit, in each case, not otherwise permitted by this Section 8.7; provided that the sum of the aggregate principal amount of such date; providedPriority Debt and other obligations incurred pursuant to this clause (i) (when taken together, however, that but in the case of Debt sold at a discountsuch obligations in clause (b), only including the amount of obligations constituting reimbursement obligations with respect to such Debt letters of credit to the extent drawn) plus (without duplication) the aggregate principal amount of indebtedness or other obligations secured by a Lien pursuant to Section 8.8(j) do not exceed 10% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower at any time will be the accreted value thereof at such time.

Debt. For purposes of the foregoing: No Company will incur, create, assume or permit to exist, and no Company will permit any Subsidiary to incur, create, assume, or permit to exist, any Debt, except (a) Debt in respect of the maximum fixed repurchase price Obligations and Debt in respect of any Redeemable Incremental Facilities, (b) Debt arising from endorsing negotiable instruments for collection in the ordinary course of business, (c) purchase money Debt or Debt to provide the purchase price or cost of construction of an asset and Capital Interests Lease Obligations incurred in the ordinary course of business that do not have a fixed repurchase price shall be calculated exceed $7,000,000 in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding aggregate at any one time outstanding, (d) Debt among the Loan Parties, (e) guaranties by any Loan Party of Permitted Debt, (f) indemnities and warranties arising under agreements entered into by any Debt issued with original issue discount is Loan Party in the principal amount ordinary course of such Debt less business, (g) trade payables and other current liabilities incurred in the remaining unamortized ordinary course of business, (h) Tax liabilities, (i) any financed portion of the original issue discount premium for any Loan Party’s insurance policies; provided that, such financed portion is paid within the required due dates, (j) Debt of such a Loan Party in respect of performance bonds, bid bonds, appeal bonds, completion guaranties, surety bonds and similar obligations, in each case provided in the ordinary course of business, (k) Permitted Subordinated Debt at such time as determined in conformity with GAAP, but such and Permitted Unsecured Debt shall be deemed Incurred only as of the date Borrower and its Subsidiaries in an aggregate principal amount not in excess of original issuance thereof; $15,000,000 at any one time outstanding, (cl) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured connection with a Sale and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) Leaseback Transaction to the extent permitted under Section 9.17, (m) Debt outstanding on the Closing Date and described on Schedule 9.1 and any Permitted Refinancing of such Debt, (n) Debt constituting Hedge Obligations under Hedge Agreements entered into in the ordinary course of business and not otherwise included for speculative purposes and permitted under Section 9.12, (o) other Debt not to exceed $5,000,000, (p) guaranties by any Loan Party with respect to obligations under check processing and cashing agreements in this definitionthe ordinary course of the Loan Parties’ business and (q) Debt up to, but not to exceed, $5,000,000 in the Receivables Transaction Amount outstanding relating to aggregate at any Qualified Receivables Transaction shall be deemed to constitute Debt andone time outstanding, in any Qualified Receivables Transaction structured as a transfer the form of accounts receivable and related assets, such Debt shall be deemed to constitute Debt one or more letters of credit or letter of credit facilities (including the originator Existing Letters of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timeCredit).

Debt. For purposes of Neither the foregoing: Borrower nor any Restricted Subsidiary will incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase price Notes or other Indebtedness arising under the Loan Documents or any guaranty of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with or suretyship arrangement for the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, Notes or other Indebtedness arising under the repurchase price shall be the book value of such Redeemable Capital Interests; Loan Documents; (b) Debt existing on the Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 9.01, and any renewals, extensions or refinancings (but not increases) thereof; (c) Debt (unrelated to Unrestricted Subsidiaries and other than for borrowed money) incurred in the ordinary course of business in connection with Hydrocarbon transportation, Hydrocarbon 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; (d) 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 outstanding not at any time in excess of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date$5,000,000; provided, however, that in the case of Debt sold at a discount, Borrowing Base shall be reduced by the amount of all such Debt outstanding at any time will be which is in excess of $1,500,000. (f) Debt secured by the accreted value thereof at Liens permitted by clause (x) of the definition of "Excepted Liens"; provided that such timeDebt 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 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 judgment of the Majority Lenders).

Debt. For purposes of Neither the foregoing: Borrower nor any Subsidiary will incur, create, assume or permit to exist any Debt, except (with respect to the Borrower and any Active Subsidiary): (a) the maximum fixed repurchase price Notes or other Obligations or any guaranty of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with or suretyship arrangement for the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; Notes or other Obligations (provided, however, thatthat nothing contained herein shall prohibit any Inactive Subsidiary from executing a guaranty of, if such Redeemable Capital Interests are not then permitted to be repurchasedor entering a suretyship arrangement for, the repurchase price shall be the book value of such Redeemable Capital Interests; Notes or other Obligations); (b) Debt of the amount outstanding Borrower or a Subsidiary (other than Southern G) 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), amounts owed to operators of the Hydrocarbon Interests under applicable joint operating agreements or other extensions of credit from suppliers or contractors from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) purchase money Debt of the Borrower or any Active Subsidiary and Debt under capital leases (as required to be reported on the financial statements of the Borrower or any Active Subsidiary pursuant to GAAP) not to exceed $5,000,000.00 in the aggregate; (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties, not to exceed $10,000,000 in the aggregate; (f) Debt of the Borrower and its Active Subsidiaries under Hedging Agreements, but only if (i) such Hedging Agreement is not a speculative hedge and is otherwise permitted under Section 9.28; (ii) the provider of the Hedging Agreements is a Lender or an Affiliate of a Lender or an unsecured counterparty acceptable to the Agent; (g) Debt among the Borrower and its Active Subsidiaries, or among the Active Subsidiaries, in each case to the extent permitted under Section 9.03(g), in the form of intercompany advances not evidenced by notes or other instruments, in each case as long as such Active Subsidiary is a Guarantor under this Agreement; (h) Accrued FAS 143 asset retirement obligations; (i) Revenue suspense accounts with respect to the Borrower’s or any Active Subsidiary’s Hydrocarbon Interests; (j) Debt not otherwise permitted under this Section 9.01, which does not exceed at any time an aggregate principal amount of $10,000,000.00; and (k) Debt incurred by the Borrower pursuant to the Second Lien Loan Agreement and any Debt issued with original issue discount is guarantees thereof by any of the Guarantors; provided that, unless otherwise consented to by all of the Lenders, (i) the aggregate principal amount of such Debt shall not exceed an amount equal to $150,000,000.00 less the remaining unamortized portion any prepayments of the original issue discount of such Debt at such time as determined in conformity principal made with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; respect thereto (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount nothing contained herein shall be construed to permit any payment or prepayment of such Debt which is prohibited under Section 9.29 of this Agreement), (ii) the maturity date of any debt due thereunder shall be at least twelve months following the Revolving Credit Termination Date, (iii) such Debt and the holders thereof shall at all times be subject to the Intercreditor Agreement, and (iv) such Debt shall not have any time will be principal amortization prior to the accreted value thereof at such timeRevolving Credit Termination Date.

Debt. For purposes The Borrower shall not permit any Subsidiary to, issue, incur, assume, create, have outstanding any Debt, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or apply for or become liable to the issuer of the foregoing: (a) the maximum fixed repurchase price a letter of credit which supports an obligation of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indentureother Person; provided, however, that, if such Redeemable Capital Interests are that the foregoing shall not then permitted restrict nor operate to be repurchased, prevent: (a) the repurchase price shall be obligations of Subsidiaries pursuant to the book value of such Redeemable Capital Interests; Revolving Credit Agreement; (b) obligations of the amount Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (c) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (d) intercompany advances from time to time owing by any Subsidiary to the Borrower or another Subsidiary, Guarantees and similar undertakings by a Subsidiary in respect of such obligations of the Borrower or any Subsidiary; (e) Debt and other liabilities outstanding at (or commitments existing) on the date hereof and listed on Schedule 8.7 and any time of any Debt issued with original issue discount is refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt less or other liabilities, as the remaining unamortized portion of case may be, is not increased at the original issue discount time of such Debt at such time as determined in conformity with GAAPrefinancing, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the refunding, renewal or extension except by an amount of any Debt described in clause (viii) is the net amount payable (after giving effect equal to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property a premium or other assets; amount paid, and fees and expenses incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence that becomes a Subsidiary of the contingency giving rise to Borrower after the obligationsdate hereof or is amalgamated with, merged into or consolidated with the Borrower or any Subsidiary of the Borrower after the date hereof, which Debt is existing at the time such Person becomes a Subsidiary of the Borrower or is so amalgamated, merged or consolidated (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of the Borrower); (g) Guarantees by any Subsidiary of any contingent Debt of any other Subsidiary and Guarantees by any Subsidiary of any Debt of the Borrower; and (a) Priority Debt and (b) obligations at of Subsidiaries in respect of letters of credit, in each case, not otherwise permitted by this Section 8.7; provided that the sum of the aggregate principal amount of such date; providedPriority Debt and other obligations incurred pursuant to this clause (h) (when taken together, however, that but in the case of Debt sold at a discountsuch obligations in clause (b), only including the amount of obligations constituting reimbursement obligations with respect to such Debt letters of credit to the extent drawn) plus (without duplication) the aggregate principal amount of indebtedness or other obligations secured by a Lien pursuant to Section 8.8(j) do not exceed 10% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the Borrower at any time will be the accreted value thereof at such time.

Debt. For purposes The Borrower shall not, and shall not permit any of the foregoing: its Subsidiaries to, create, incur, assume or otherwise become or remain liable with respect to, any Debt, except for: (a) Debt arising hereunder and under the maximum fixed repurchase price of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; other Loan Documents; (b) Unsecured Debt outstanding on the Effective Date and described in Schedule 7.1, in each case in a principal amount at any one time outstanding not to exceed the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; set forth on Schedule 7.1 hereof; (c) Endorsements of negotiable instruments for collection in the amount ordinary course of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; business; (d) Current liabilities (exclusive of Debt) for accounts payable and expense accruals incurred or assumed in the amount ordinary course of any Debt described business, provided such accounts payable have not remained unpaid for a period of ninety (90) days after the same became due unless currently being contested in clause (x)(A) above shall be the maximum liability under any such Guarantee; good faith or by appropriate proceedings; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured Liabilities for taxes, assessments, governmental charges or levies not yet due and (II) the Fair Market Value of such property or other assetspayable; and (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and Liabilities incurred under Hedge Transactions permitted pursuant to Section 7.14 hereof. (g) Unsecured Debt incurred by the Borrower pursuant to a line(s) of credit entered into by the extent not otherwise included in this definitionBorrower after the Effective Date with any Bank or any other financial institution, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that (i) the terms, covenants and conditions of said line(s) of credit may be no more burdensome or onerous on the Borrower and its Subsidiaries than the terms, conditions and covenants contained in this Credit Agreement, (ii) at the time said Debt is incurred, the aggregate principal amount of all advances, including the proposed advance (the "Swing Loans") made to the Borrower by any Bank or any such other financial institution pursuant to such line(s) of credit does not exceed at any one time outstanding $5,000,000.00, (iii) after giving pro forma effect to any proposed Swing Loan, the aggregate amount of the Utilized Credit does not exceed the Available Commitment, and (iv) the proceeds of all Swing Loans are used by the Borrower solely for cash management purposes. Swing Loans shall not be considered a utilization of the Total Commitment or the Commitment of such Bank hereunder for purposes of calculating the commitment fee due pursuant to the provisions of Section 2.5(a), but shall be included in the case determination of the Utilized Credit; (h) Purchase money Debt sold at a discountin respect of property acquired by the Borrower and its Subsidiaries in the ordinary course of business provided, however, that the aggregate amount of such all Debt incurred by the Borrower and its Subsidiaries pursuant to this Section 7.1(h) and Section 7.1(i) shall not exceed $3,000,000 at any one time will be outstanding; (i) Additional unsecured Debt not permitted by subclauses (a) through (h), provided, however, that the accreted value thereof aggregate amount of all Debt incurred by the Borrower and its Subsidiaries pursuant to this Section 7.1(i) and Section 7.1(h) shall not exceed (j) Unfunded Vested Liabilities with respect to any Existing Plan, provided, however, that (x) such Existing Plan at such timeall times meets all applicable funding requirements contained in Section 412 of the Code and (y) Borrower is at all times in compliance with Section 7.15(b).

Debt. For purposes of the foregoing: No Loan Party will incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase price Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Loan Parties in respect of the $350,000,000 of 6.625% Senior Notes due 2019 and other Debt of the Loan Parties existing on the date hereof that is reflected in the Financial Statements, and any Permitted Refinancing Debt in respect of any Redeemable of the foregoing. (c) Debt incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Interests Leases and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Debt that do not have a increase the outstanding principal amount thereof; provided that (i) in the case of any acquisition, construction or improvement of any fixed repurchase price shall be calculated in accordance with or capital asset, such Debt (other than Capital Leases) is incurred prior to or within 90 days after such acquisition or the terms completion of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; construction or improvement and (bii) the aggregate principal amount outstanding of Debt permitted by this clause (d) shall not exceed $75,000,000 at any time outstanding. (d) Debt associated with surety bonds or other surety obligations to secure performance of obligations owing in the ordinary course of its business. (e) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or any Restricted Subsidiary shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) non-recourse Debt secured by Property other than Oil and Gas Properties evaluated by the Lenders for purposes of establishing the Borrowing Base not to exceed $40,000,000 in the aggregate at any one time outstanding. (h) other Debt not to exceed $25,000,000 in the aggregate at any one time outstanding. (i) Debt of the Borrower evidenced by the Senior Convertible Notes, together with any and all refinancings thereof, so long as all of same are either unsecured or expressly subordinated to this Agreement and all of same are scheduled to mature after the Maturity Date under this Agreement. (j) unsecured senior Debt or subordinated Debt of the Borrower maturing (giving effect to mandatory prepayments) no earlier than at least six months after the Maturity Date under this Agreement; provided that effective immediately upon the issuance of any such unsecured senior Debt issued with original issue discount is or subordinated Debt, other than Permitted Refinancing Debt, the Borrowing Base shall be reduced by an amount equal to twenty-five percent (25%) of the aggregate principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such time.

Debt. For purposes The Borrowers will not incur, create, assume or permit to exist any Debt or liability on account of deposits or advances or any Debt for borrowed money or letters of credit issued on the foregoing: Borrowers’ behalf, or any other Debt or liability evidenced by notes, bonds, debentures or similar obligations, except: (a) the maximum fixed repurchase price of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; arising hereunder; (b) Debt of the Borrowers in existence on the date hereof and listed in Schedule 6.4 hereto; (c) Debt relating to Permitted Liens; (d) Subordinated Debt, other than listed in Schedule 6.4 or used to satisfy a Rate Reduction Condition in an aggregate amount outstanding at any time not to exceed $1,000,000; (e) Subordinated Debt used to satisfy a Rate Reduction Condition; (f) Debt of a Target acquired by the Borrowers through a Permitted Acquisition which becomes a Borrower hereunder pursuant to a joinder agreement and/or Debt of a Target assumed by a Borrower in connection with a Permitted Acquisition, in each case, in respect of the acquisition of any Debt issued with original issue discount is real or personal property by the principal applicable obligor and obligations under capitalized leases of the applicable obligor, provided that the aggregate amount of such Debt less does not to exceed $1,000,000 at any time outstanding; and (g) additional Debt of a Target acquired by a Borrower through a Permitted Acquisition which becomes a Borrower hereunder pursuant to a joinder agreement and/or additional Debt of a Target assumed by a Borrower in connection with a Permitted Acquisition, in each case, so long as prior to and after giving effect to such Permitted Acquisition and the remaining unamortized portion of assumption by the original issue discount applicable Borrower of such Debt at Debt, (A) no Default or Event of Default has occurred and is continuing or would result after giving effect to such time as determined Permitted Acquisition and incurrence of such Debt, and (B) Borrowers would have been in conformity compliance with GAAP, but the provisions of Section 6.2 for the four (4) fiscal quarter period reflected in the Compliance Certificate most recently delivered to Lender pursuant to Section 6.1(a) prior to the consummation of such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable Permitted Acquisition (after giving effect to permitted set-off) such Permitted Acquisition and all Debt incurred in connection therewith as if such Swap Contracts or Hedging Obligations are terminated at that time due to default made on the first day of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timeperiod).

Debt. For purposes of Neither the foregoing: Borrower nor any Material Subsidiary will ---- incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and its Material Subsidiaries existing on the date hereof that is reflected in the Financial Statements, and any Permitted Refinancing Debt in respect thereof. (c) accounts payable (for the deferred purchase price of any Redeemable Capital Interests that do Property or services) from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have a fixed repurchase price shall be calculated been maintained in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; . (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; Capital Leases not to exceed $5,000,000. (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount operation of the obligations so secured Oil and (II) the Fair Market Value of such property or other assets; Gas Properties. (f) interestintercompany Debt between the Borrower and any Material Subsidiary or between Material Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, feesassigned, premiumtransferred, and expenses and additional paymentsnegotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, if anyand, will not constitute Debt; and provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) non-recourse Debt secured by Property other than Oil and Gas Properties evaluated by the Lenders for purposes of establishing the Borrowing Base not to exceed $10,000,000 in the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person aggregate at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise one time outstanding. (i) other Debt not to the obligations, of any contingent obligations at such date; provided, however, that exceed $5,000,000 in the case of Debt sold at a discount, the amount of such Debt aggregate at any one time will be the accreted value thereof at such timeoutstanding.

Debt. For The Borrower will not permit any Subsidiary to create, incur, assume, guarantee, otherwise become liable for or suffer to exist, any Debt other than: (i) Debt under the Credit Documents; (ii) Debt existing on the Effective Date (such Debt, to the extent the principal amount thereof is $25,000,000 or more, being described on Schedule 4.01(r) attached hereto); (iii) Debt owing to the Borrower, any Subsidiary or any SPV; (iv) Debt under any interest rate protection agreements or foreign exchange ▇▇▇▇▇▇ (regardless of whether such hedging obligations are subject to hedge accounting) incurred in the ordinary course of business and not for speculative purposes; (v) Debt (x) under unsecured overdraft lines of credit or for working capital purposes in foreign countries with financial institutions and (y) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Debt not to exceed $100,000,000 in the aggregate at any time outstanding; (vi) Debt of a Person existing at the time such Person becomes a Subsidiary of the foregoing: Borrower or is merged with or into the Borrower or any Subsidiary of the Borrower and not incurred in contemplation of such transaction; (vii) Debt under performance guaranties and letters of credit issued in the ordinary course of business; (viii) Debt consisting of Pre-Completion Guaranties to the extent that the aggregate principal amount of the obligations guaranteed under such Pre-Completion Guaranties does not exceed $175,000,000 at any time outstanding; (ix) Debt incurred for the purpose of financing all or a part of the purchase price or construction cost of property (including the cost of upgrading, refurbishing, renovating or repairing drilling rigs, drillships and other vessels and platforms owned by the Borrower or any of its Subsidiaries) within the limitations of Section 5.02(c)(iv) above; (x) Debt in an aggregate principal amount outstanding at the time of incurrence thereof (together with all such other Debt outstanding pursuant to this clause (x) at such time) not to exceed $100,000,000 (the “Subsidiary Debt Basket Amount”); (xi) Debt not otherwise permitted under any other clause of this Section 5.02(d) so long as each Subsidiary incurring such Debt has in force a Subsidiary Guaranty in substantially the form of Exhibit G; provided that such Subsidiary Guaranty shall contain a provision that such Subsidiary Guaranty, and all obligations thereunder of the Guarantor party thereto, shall be terminated upon notice by the Borrower to the Administrative Agent that (a) the maximum fixed repurchase price of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the aggregate principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of all Subsidiaries outstanding pursuant to the immediately preceding clause (x) and this clause (xi) is equal to or less than the Subsidiary Debt Basket Amount and (b) no Default or Event of Default has occurred and is continuing; (xii) Debt of Subsidiaries (a) whose assets consist primarily of ▇▇▇▇-up rigs owned by the Borrower or any Person at any date shall be the outstanding balance at such date of all unconditional obligations Subsidiary as described above and the maximum liability, only upon the occurrence of the contingency giving rise Effective Date (or the capital stock of Subsidiaries whose assets consist primarily of ▇▇▇▇-up rigs owned by the Borrower or any Subsidiary as of the Effective Date) and (b) all or a portion of the capital stock of which is intended to be distributed to the obligationsshareholders of the Borrower (such Subsidiaries being referred to as “Spin-off Subsidiaries”); provided that neither the Borrower nor any Subsidiary of the Borrower (other than Spin-off Subsidiaries) shall have any liability in respect of such Debt; and (xiii) extensions, refinancings, renewals or replacements of any contingent obligations at such date; providedthe Debt permitted above which, however, that in the case of Debt sold at a discountany such extension, refinancing, renewal or replacement, does not increase the amount of the Debt being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such Debt at any time will be the accreted value thereof at such timeextension, refinancing, renewal or replacement.

Debt. For purposes of Neither Ultimate Parent nor the foregoing: Borrower will, nor will they permit any other Group Member to, incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase price Notes or other Secured Obligations arising under the Loan Documents or any guaranty of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with or suretyship arrangement for the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, Notes or other Secured Obligations arising under the repurchase price shall be the book value of such Redeemable Capital Interests; Loan Documents; (b) Debt of the Group Members existing on the date hereof that is reflected on Schedule 9.02; (c) contingent obligations as a non-operator under oil and gas operating agreements and contingent obligations under gas sale contracts for make-up volumes on sales of gas, in each case incurred in the ordinary course of business; (d) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that such Debt shall not to exceed $15,000,000 in aggregate principal amount outstanding at any one time outstanding; (e) Debt incurred to finance the acquisition, construction or improvement of the Borrower’s corporate headquarters office building; provided that such Debt shall not to exceed $10,000,000 in aggregate principal amount at any one time outstanding; (f) Debt associated with bonds, letters of credit, surety or similar obligations incurred in the ordinary course of business in connection with the operation of the Oil and Gas Properties; (g) intercompany Debt between the Borrower and any other Group Member or between Group Members to the extent permitted by Section 9.05; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than a Credit Party as permitted hereby, and, provided further, that any such Debt owed by a Credit Party shall be subordinated to the Secured Obligations on terms set forth in the Guaranty Agreement or on terms otherwise reasonably satisfactory to the Administrative Agent. (h) endorsements of negotiable instruments for collection in the ordinary course of business; (i) Debt which represents an extension, refinancing, or renewal of any Debt issued with original issue discount is of the foregoing; provided that, (i) the principal amount of such Debt less is not increased (other than by the remaining unamortized portion of costs, fees, and expenses and by accrued and unpaid interest and premium paid in connection with any such extension, refinancing or renewal), (ii) the original issue discount interest rate of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only is not greater than a market rate of interest as of the date time of original issuance thereof; its incurrence, (ciii) any Liens securing such Debt are not extended to any additional property of any Credit Party, (iv) no Credit Party that is not obligated pursuant to the terms of such Debt (exclusive of additional terms proposed pursuant to such extension, refinancing or renewal) with respect to repayment of such Debt is required to become obligated with respect thereto, (v) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Debt so extended, refinanced or renewed, (vi) the amount terms of any such extension, refinancing, or renewal are not materially more restrictive to the obligor thereunder, taken as a whole, than the original terms of such Debt, and (vii) if the Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Secured Obligations, then the terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable to the Secured Parties as those that were applicable to the refinanced, renewed, or extended Debt; (j) (i) Permitted ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ described in clause (viiia) is of the net definition thereof, and (ii) Debt which represents an extension, refinancing, or renewal thereof; provided that, (A) the principal amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; Debt is not increased (d) other than by the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interestcosts, fees, premium, and expenses and additional paymentsby accrued and unpaid interest and premium paid in connection with any such extension, if anyrefinancing or renewal), will not constitute Debt; and (gB) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount interest rate of such Debt is not increased above the market rate of interest at the time of such extension, refinancing or renewal, (C) no Credit Party that is not obligated pursuant to the terms of the Permitted 2013 Bond Documents with respect to repayment of such Debt is required to become obligated with respect thereto pursuant to the terms of such Debt (exclusive of additional terms proposed pursuant to such extension, refinancing or renewal), (D) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Debt so extended, refinanced or renewed and such extension, refinancing or renewal does not result in any principal amount owing in respect of Permitted ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ becoming due earlier than the date that is 365 days following the Maturity Date, and (E) the terms of any such extension, refinancing, or renewal are not materially less favorable to the obligors thereunder, taken as a whole, than the original terms of such Debt; (k) Permitted Unsecured Debt in an aggregate outstanding principal amount not to exceed $100,000,000; and (l) other Debt not to exceed $10,000,000 in the aggregate at any time will be the accreted value thereof at such timeoutstanding.

Debt. For purposes of Neither the foregoing: Borrower nor any Subsidiary will incur, create, assume or permit to exist any Debt, except: (a) the maximum fixed repurchase Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other Obligations; (b) Debt of the Borrower existing on the Closing Date which is disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of any Redeemable Capital Interests that do not Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests been established therefor; (d) Debt under capital leases (as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined reported on the financial statements of the Borrower pursuant to this IndentureGAAP) not to exceed $100,000. (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties; (f) The Senior Unsecured Debt; (g) Debt of the Borrower under Hedging Agreements with the Administrative Agent or other counterparties, as approved by the Majority Lenders (such approval not to be unreasonably withheld), entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the Borrower's operations; provided, however, that, if such Redeemable Capital Interests are Hedging Agreement shall not then permitted obligate the Borrower to be repurchased, the repurchase price shall be the book value any margin call requirements; and (h) Debt consisting of such Redeemable Capital Interests; (b) the amount outstanding at sureties or bonds provided to any time Governmental Authority or other Person and assuring payment of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion contingent liabilities of the original issue discount Borrower or ATP (UK) with respect to plugging, facility removal and abandonment of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured its Oil and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timeGas Properties.

Debt. For purposes of Neither the foregoing: Borrower nor any Subsidiary will incur, create, assume or permit to exist any Debt, except (with respect to the Borrower and any Active Subsidiary): (a) the maximum fixed repurchase price of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property Notes or other assets; Obligations or any guaranty of or suretyship arrangement for the Notes or other Obligations (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that nothing contained herein shall prohibit any Inactive Subsidiary from executing a guaranty of, or entering a suretyship arrangement for, the Notes or other Obligations); (b) Debt of the Borrower or a Subsidiary existing on the Closing Date which is reflected in the case 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), amounts owed to operators of the Hydrocarbon Interests under applicable joint operating agreements or other extensions of credit from suppliers or contractors from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Purchase money Debt sold of the Borrower or any Active Subsidiary and Debt under capital leases (as required to be reported on the financial statements of the Borrower or any Active Subsidiary pursuant to GAAP) not to exceed $1,000,000.00 in the aggregate; (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties, not to exceed $2,000,000 in the aggregate; and (f) Debt of the Borrower and its Active Subsidiaries under Hedging Agreements, but only if (i) it is not a speculative hedge; (ii) the provider of the Hedging Agreements is a Lender or an unsecured counterparty acceptable to the Agent; (g) Debt among the Borrower and its Active Subsidiaries, or among the Active Subsidiaries, in the form of intercompany advances not evidenced by notes or other instruments if such Active Subsidiary is a Guarantor under this Agreement; (h) Accrued FAS 143 asset retirement obligations; (i) Revenue suspense accounts with respect to the Borrower's or any Active Subsidiary's Hydrocarbon Interests; (j) Debt not otherwise permitted under this Section 9.01, which does not exceed at a discount, the one time an aggregate principal amount of such Debt at any time will be the accreted value thereof at such time$2,000,000.00.

Debt. For purposes of the foregoing: The Company will not, and will not permit any Subsidiary to, directly or indirectly, create, incur, assume, guarantee, or otherwise become or remain directly or indirectly liable with respect to, any Debt, or create, issue, sell, or otherwise become or remain directly or indirectly liable with respect to, any Disqualified Stock, except that: (a) the maximum fixed repurchase price of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance Company may become and remain liable with respect to the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, evidenced by the repurchase price shall be the book value of such Redeemable Capital Interests; Notes; (b) the Company and its subsidiaries may become and remain liable with respect to Debt outstanding pursuant to the Credit Agreement in an aggregate outstanding principal amount outstanding not to exceed at any time of determination $48,000,000; (c) the Company may become and remain liable with respect to Debt incurred to refund the Debt outstanding under the Credit Agreement (which shall not include any extension or modification of the Credit Agreement or any restructuring of the Credit Agreement involving the same or substantially the same parties as the parties to the Credit Agreement on the date hereof) or any previous refunding thereof (any such Debt issued with original issue discount is being referred to as "Refunding Debt") if (i) the principal amount of such Refunding Debt less does not exceed the remaining unamortized portion principal amount of the original issue discount Debt being refunded, (ii) the Weighted Average Life to Maturity of such Refunding Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as is not shorter than that of the date of original issuance thereof; Debt being refunded, and (ciii) the amount rate or rates of interest applicable to such Refunding Debt does not exceed by more than 2% the interest rate or rates (including the rate of interest payable upon the occurrence of any Debt described default or event of default thereunder) permitted to be charged under the Credit Agreement as in clause (viii) is effect on the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Persondate hereof; (d) the amount Company and its Subsidiaries may remain liable with respect to Debt and Disqualified Stock outstanding on the date of any Debt described this Agreement and referred to in clause (x)(A) above shall be the maximum liability under any such GuaranteeSchedule B; (e) any Wholly-Owned Subsidiary may become and remain liable with respect to Debt owing to or Disqualified Stock held by the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assetsCompany; (f) interestany Person that becomes a Wholly-Owned Subsidiary may remain liable with respect to its Debt and Disqualified Stock outstanding on the date it becomes a Wholly-Owned Subsidiary (other than Debt and Disqualified Stock incurred or issued in contemplation of its becoming a Wholly-Owned Subsidiary), feesprovided that, premiumon the date such Person becomes a Wholly-Owned Subsidiary and immediately after giving effect thereto, the Company could incur $1.00 of Debt pursuant to subdivision (k) of this section 10.1; (g) any Wholly-Owned Subsidiary may become and remain liable with respect to Debt or Disqualified Stock incurred or issued to refinance any Debt or Disqualified Stock outstanding pursuant to subdivision (d) or (f) of this section 10.1, provided that with respect to any such Debt or Disqualified Stock incurred or issued pursuant to this subdivision (g) (a "Refinancing Instrument")(i) the principal amount or liquidation value of the Refinancing Instrument shall not exceed that of the Debt or Disqualified Stock 19 being refinanced plus reasonable fees and expenses incurred in connection with such refinancing; (ii) the Refinancing Instrument shall have a final maturity later than that of the Debt or Disqualified Stock being refinanced and additional payments, if any, will not constitute Debta Weighted Average Life to Maturity equal to or greater than that of the Debt or Disqualified Stock being refinanced; (iii) Debt issued to refinance Debt subordinate in right of payment to the Notes shall be subordinate in right of payment to the Notes at least to the extent of the Debt being refinanced; and (giv) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall not be deemed issued to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such time.refinance Disqualified Stock;

Debt. For purposes Neither the Borrower nor any of the foregoing: its Subsidiaries will incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness. (b) accounts payable and other accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of any Redeemable Capital Interests that do Property or services) from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have a fixed repurchase price shall be calculated been maintained in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; . (c) intercompany Debt between the amount Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of their Wholly-Owned Subsidiaries, and, provided further, that any such Debt described owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in clause the Guaranty Agreement. (viiid) endorsements of negotiable instruments for collection in the ordinary course of business. (e) Debt (i) associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of Oil and Gas Properties in the ordinary course of business and (ii) comprised of guarantees of obligations of Subsidiaries under marketing agreements entered into in the ordinary course of business. (f) Capital Leases not to exceed $25,000,000 in the aggregate at any one time. (g) Funded Debt and any guarantees thereof, provided that (i)(A) at the time such Funded Debt is incurred, no Default has occurred and is then continuing and (B) no Default would result from the net amount payable (incurrence of such Funded Debt after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default the incurrence of such Person; Funded Debt (dand any concurrent repayment of Debt with the proceeds of such incurrence), (ii) immediately after the incurrence of such Funded Debt, the Borrowing Base shall be adjusted Houston 3931255v.7 in accordance with Section 2.07(e) and the incurrence of such Funded Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the total Revolving Credit Exposure exceeding such adjusted Borrowing Base, (iii) such Funded Debt does not have any scheduled amortization prior to four years after the Maturity Date, (iv) such Funded Debt does not mature sooner than four years after the Maturity Date, (v) such Funded Debt and any guarantees thereof are on market terms for issuers of similar size and credit quality given the then prevailing market conditions and (vi) such Funded Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control or asset sale tender offer provisions) which would require a mandatory prepayment or redemption in priority to the Indebtedness. (h) other Debt not to exceed $40,000,000 in the aggregate at any one time outstanding. (i) Debt incurred by the Borrower pursuant to the Senior Notes and any Permitted Refinancing Debt in respect thereof. (j) Extensions, renewals or replacements of any Debt (for purposes of this paragraph (j), “refinancing debt”) permitted in clauses (a) through (h) so long as (i) the principal amount (or accreted value, if applicable) of such refinancing debt does not exceed the principal amount (or accreted value, if applicable) of the Debt extended, renewed or replaced (plus all accrued interest on the Debt and the amount of any Debt described all expenses and premiums incurred in clause connection therewith), (x)(Aii) above shall be such refinancing debt has a final maturity date later than the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount final maturity date of the Debt being extended, renewed or replaced, (iii) if the Debt being extended, renewed or replaced is subordinated in right of payment to the obligations so secured under this Agreement, such refinancing debt has a final maturity date equal to or later than the final maturity date of, and is subordinated in right of payment to, the obligations under this Agreement on terms at least as favorable to the Lenders as those contained in the documentation governing the Debt being extended, renewed or replaced, (iv) such refinancing debt is incurred either by the Borrower or by a Subsidiary who is the obligor on the Debt being extended, renewed or replaced, and (IIv) if incurred by the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assetsBorrower, such Debt shall refinancing debt may be deemed to constitute Debt of guaranteed by the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timeGuarantors.

Debt. For purposes of Neither the foregoing: Borrower nor any Subsidiary will incur, create, assume or permit to exist any Debt, except the following (including the interest, fees and charges in connection therewith): (a) the maximum fixed repurchase Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) Debt of the Borrower 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 any Redeemable Capital Interests that do not Property or services) from time to time incurred in the ordinary course of business 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 a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests been established therefor; (d) Debt under capital leases (as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined reported on the financial statements of the Borrower pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are GAAP) not then permitted to exceed $5,000,000; (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of Oil and Gas Properties; (f) Debt of the Borrower under Hedging Agreements the notional amounts on which do not exceed 95% of Borrower's anticipated oil and/or gas production to be repurchased, produced during the repurchase price shall be the book value term of such Redeemable Capital Interests; Hedging Agreements and which are entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the Borrower's operations; (bg) the amount Subordinated Debt not to exceed $150,000,000 of principal outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; time; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (gh) to the extent not otherwise included in this definitionSubordinated Debt permitted by (g) above is evidenced by Borrower's guarantee of indebtedness of ▇▇▇▇▇▇ Corporation, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute intercompany Subordinated Debt of the originator Borrower to ▇▇▇▇▇▇ Corporation pursuant to which the proceeds of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise ▇▇▇▇▇▇ Corporation indebtedness have been advanced to the obligations, of any contingent obligations at such date; provided, however, that Borrower; (i) Debt permitted by Section 9.03(g); (j) Debt evidenced by interest rate Hedging Agreements entered into by the Borrower in the case normal course of business and not for speculative purposes; and (k) intercompany Subordinated Debt sold at a discount, evidenced by advances from ▇▇▇▇▇▇ Corporation to the amount Borrower from time to time in the normal course of such business; and (l) Debt not included within clauses (a) through (k) above not to exceed $5,000,000 at any time will be the accreted value thereof at such timeoutstanding.

Debt. For purposes of the foregoing: The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase price Notes or other Indebtedness arising under the Loan Documents or any guaranty of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with or suretyship arrangement for the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, Notes or other Indebtedness arising under the repurchase price shall be the book value of such Redeemable Capital Interests; Loan Documents. (b) Debt of the amount outstanding Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) Debt under Capital Leases not to exceed $10,000,000 in the aggregate at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; outstanding. (d) Debt associated with workers’ compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the amount operation of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; Oil and Gas Properties. (e) intercompany Debt between the amount Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Restricted Subsidiaries, and, provided further, that any such Debt described in clause (x)(B) above owed by either the Borrower or a Guarantor shall be subordinated to the lesser of (I) Indebtedness on terms set forth in the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; Guaranty Agreement. (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and endorsements of negotiable instruments for collection in the ordinary course of business. (g) Debt under the Senior Revolving Credit Notes and any guarantees thereof, and any refinancing or replacement thereof, provided that such Debt is subject to the extent Intercreditor Agreement. (h) other Debt not otherwise included to exceed $10,000,000 in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person aggregate at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any one time will be the accreted value thereof at such timeoutstanding.

Debt. For purposes of the foregoing: Neither Borrower nor any Subsidiary will incur, create, assume or permit to exist any Debt, except: (a) the maximum fixed repurchase Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other Obligations. (b) Debt of Borrower existing on the Closing Date which is disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof. (c) accounts payable (for the deferred purchase price of any Redeemable Capital Interests that do not Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests been established therefore. (d) Debt under capital leases (as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined reported on the financial statements of Borrower pursuant to this Indenture; providedGAAP) and purchase money Debt, howeverin each case for the acquisition of equipment, that, if such Redeemable Capital Interests are which in each purchase money Debt case shall not then permitted to be repurchased, exceed 100% of the repurchase lesser of the total purchase price shall be and the book fair market value of such Redeemable Capital Intereststhe Property acquired as determined at the time of acquisition; provided that all Debt incurred as described in this clause (bd) shall not exceed $500,000 in the amount aggregate outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; time]. (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount operation of the obligations so secured Oil and (II) the Fair Market Value of such property or other assets; Gas Properties. (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) Subject to the extent not otherwise included in this definitionprovisions of Section 8.11, Debt of Borrower and its Subsidiaries under Hedging Agreements with a Lender or as approved by the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured Majority Lenders entered into as a transfer part of accounts receivable and its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timeBorrower's operations.

Debt. For purposes of Neither the foregoing: Borrower nor any Subsidiary will incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents; (b) Debt of the Borrower 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 any Redeemable Capital Interests that do not Property or services (other than Trade Payables) from time to time incurred in the ordinary course of business which, if greater than 60 days past the date the invoice is received by Borrower, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt owing to the Borrower or a fixed repurchase price shall be calculated in accordance with Guarantor which is subordinated to the terms Indebtedness. (e) Debt of such Redeemable Capital Interests the Borrower under capital leases (as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined reported on the financial statements of the Borrower pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are GAAP) not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; exceed $2,000,000; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator Borrower under Hedging Agreements made with a Person that is made (i) with a Person that is, at the time such Hedging Agreement is made, either a Senior Lender or an Affiliate of a Senior Lender, or (ii) with another investment grade counterparty, provided that the aggregate notional amounts under all such accounts receivable and related assets. The amount Hedging Agreements do not exceed 80% of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such time.Borrower's

Debt. For purposes Create, incur, assume or suffer to exist, or permit any of the foregoing: its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (a) Debt of the maximum fixed repurchase price of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with Borrower under this Agreement or the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; Notes; (b) Existing Debt set forth in the amount outstanding at any time financial statements delivered to the Banks pursuant to Section 5.5, including Funded Debt described in Schedule 5.10 hereto, of any Debt issued with original issue discount is the Borrower and its Subsidiaries, or in the financial statements delivered to the Administrative Agent and the Banks pursuant to Section 5.5, including renewals, extensions or refinancings thereof, provided that the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; does not increase; (c) Debt of the amount of any Debt described Borrower which is subordinated to the Borrower's obligations under this Agreement and the Notes in clause (viii) is a manner satisfactory in all respects to the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; Administrative Agent and the Banks in their sole and absolute discretion; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt Borrower to any Subsidiary or of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise Subsidiary to the obligationsBorrower or another Subsidiary, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the outstanding principal amount of any such Debt owing from any Subsidiary to the Borrower and/or another Subsidiary shall not exceed the aggregate of $7,500,000 (excluding management charges owed by any Subsidiary to the Borrower and excluding Debt incurred by any Subsidiary to the Borrower or another Subsidiary in connection with a Acceptable Acquisition) at any time, for each of the Subsidiaries or the Borrower; (e) Debt of the Borrower or any Subsidiary owing to any of the Banks in connection with any obligations related to hedging foreign currencies or other financial arrangements for the purpose of assuring against credit losses, including any Interest Rate Protection Agreement described in Section 2.15 and any contingent obligations, arising from swaps or swap agreements, derivatives, currency exchanges or similar exchange agreements and similar risk hedging agreements or transactions entered into by the Borrower or any of the Subsidiaries with any of the Banks; (f) Debt of the Borrower or any such Subsidiary secured by purchase money Liens permitted by Section 7.3; (g) Debt in respect of the undrawn portion of the face amount of letters of credit issued for the account of the Borrower or any of its Subsidiaries by any Bank, in an aggregate amount not exceeding $2,500,000 at any time will be outstanding; (h) Debt in the accreted value nature of guarantees which are permitted by Section 7.2; (i) Debt of any Person which becomes a Subsidiary of the Borrower in connection with an Acceptable Acquisition permitted by Section 7.11 or Debt which is acquired and assumed by the Borrower or any of its Subsidiaries in connection with an Acceptable Acquisition permitted by Section 7.11; provided that such Debt was in existence and outstanding prior to and on the date that such Person became a Subsidiary or such Acceptable Acquisition was consummated, and suc Debt was not created in contemplation of such Person becoming a Subsidiary or such Acceptable Acquisition being consummated, and any renewals, extensions or refinancings thereof, provided that the principal amount thereof does not increase; and provided, however, that the Debt permitted by this subclause (i) shall not include Funded Debt, together with commitments for Funded Debt, in excess of $5,000,000 (excluding permitted Debt pursuant to Section 7.1(a)) per Acceptable Acquisition or $10,000,000 (excluding permitted Debt pursuant to Section 7.1(a)) in the aggregate at such any time that, in either case, (A) is in the nature of a line of credit, term loan facility, or other revolving credit facility (whether advanced or unadvanced) or (B) is secured by any type of blanket Lien on receivables, equipment, inventory, intellectual property and/or general intangibles (unless otherwise permitted by Section 7.3(k)); (j) [intentionally omitted]; (k) Debt of the Borrower secured by Liens pursuant to Sections 7.3 (b) - (g) and (l); and (l) other Debt not in excess of $5,000,000 in the aggregate at any one time.

Debt. For purposes Not, and not permit any of the foregoing: Loan Parties and their Subsidiaries to, create, incur, assume, or suffer to exist any Debt, except the following: (ai) Obligations under this Agreement and the maximum fixed repurchase price of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; other Loan Documents; (bii) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be of the outstanding balance at such date Loan Parties (other than Holdings) and their Subsidiaries secured by Liens permitted by Section 9.2.2, and extensions, renewals, replacements, and refinancings thereof, so long as the aggregate amount of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will outstanding does not exceed $500,000; (iii) Debt of any Loan Party to any other Loan Party, so long as (i) that Debt is evidenced by a demand note in form and substance reasonably satisfactory to Administrative Agent and pledged and delivered to Administrative Agent pursuant to the Security Documents as additional collateral security for the Obligations, and (ii) the obligations under that demand note are subordinated to the obligations of the Loan Parties under the Loan Documents (including the Obligations of Borrowers under this Agreement) in a manner reasonably satisfactory to Administrative Agent; (iv) Debt arising in connection with endorsement of instruments for deposit in the ordinary course of business; (v) Debt of any Loan Party to any employee, officer, or director or any such Person’s spouse, estate, or estate-planning vehicle to repurchase Equity Interests from that Person upon the death, disability, or termination of employment of that employee, officer of director, so long as the aggregate amount of all such Debt at any time outstanding does not exceed $250,000; (vi) unsecured Hedging Obligations consisting of commodity swap agreements of the Loan Parties (other than Holdings) and their Subsidiaries in an aggregate amount not to exceed $250,000 incurred for bona fide hedging purposes and not for speculation with respect to risks arising in the ordinary course of Borrowers’ business; (vii) Debt described on Schedule 9.2.1 and any extension, renewal, replacement or refinancing thereof so long as the principal amount thereof is not increased; (viii) the Debt to be Repaid (so long as that Debt is repaid on the accreted value First Amendment Effective Date with the proceeds of the Acquisition Term Debt); (ix) Contingent Liabilities arising with respect to (i) customary indemnification obligations by any of the Loan Parties (other than Holdings) and their Subsidiaries in favor of purchasers in connection with dispositions permitted under Section 9.2.9, and (ii) the guaranty by any of the Loan Parties (other than Holdings) and their Subsidiaries of a lease, sublease, license, or sublicense entered into in the ordinary course of business by another Loan Party or any Subsidiary thereof; (x) unsecured Debt incurred in respect of netting services, overdraft protection, and other like services, in each case, incurred in the ordinary course of business; (xi) so long as the Acquisition Term Debt is subject to the terms and conditions of the Intercreditor Agreement the Acquisition Term Debt in an aggregate principal amount outstanding under this clause (xi) at any time not to exceed the Term Loan Cap (as defined in the Intercreditor Agreement) at any time outstanding and any permitted Refinancing (as defined in the Intercreditor Agreement) thereof; provided, that, any Acquisition Term Debt that exceeds the Term Loan Cap shall still be permitted hereunder to the extent it constitutes Excess Term Loan Debt (as defined in the Intercreditor Agreement) under the Intercreditor Agreement; (xii) Debt owed to any person or entity providing property, casualty or liability insurance to any Borrower or any Subsidiary of any Borrower in connection with the financing of financing premiums in the ordinary course of business to the extent not due and payable; (xiii) unsecured Debt of any Borrower or any of its Subsidiaries owing to banks or other financial institutions under corporate credit cards issued to officers and employees for business related expenses in the ordinary course of business in an aggregate amount not to exceed $375,000 at any time outstanding; (xiv) [Reserved]; (xv) Debt in the form of Capital Lease obligations or purchase money obligations of any entity that becomes a Loan Party after the date hereof pursuant to a Permitted Acquisition; provided, that (x) such Debt exists at the time such entity becomes such a Subsidiary and is not created in contemplation of or in connection with such entity becoming such a Subsidiary, (y) such Debt is not guaranteed in any respect by any Borrower or Guarantor (other than by any such entity that guaranteed such Debt at the time such entity became a Subsidiary) and (z) such Debt in the aggregate does not exceed $750,000 at any time outstanding and any renewals, extensions, or refinancings thereof so long as the principal amount thereof is not increased; (xvi) Debt in an aggregate amount not to exceed $250,000 at any time outstanding in connection with surety or similar bonds, letters of credit and performance bonds obtained in the ordinary course of business of the Borrowers and their Subsidiaries; (xvii) deposits supporting the performance of operating leases in the ordinary course of business in an aggregate amount not to exceed $250,000 at any time outstanding; (xviii) unsecured Debt arising from agreements providing for customary adjustments of purchase price or similar obligations, or from guarantees securing the performance of any Borrower or any Subsidiary of any Borrower pursuant to such timeagreements, in connection with any Permitted Acquisitions; (xix) cash obligations under incentive, non-compete, consulting, deferred compensation, or other similar arrangements, other than sales commissions, incurred by it in the ordinary course of business in an aggregate amount not to exceed $2,000,000 at any time outstanding; (xx) (A) the Green Remedies Seller Note to the extent subject to the Green Remedies Seller Note Subordination Agreement, (B) other unsecured seller notes issued by Holdings of up to 150% of the EBITDA of the target for the most recently ended twelve month period for which financial statements have been delivered to Administrative Agent, in an aggregate amount not to exceed $12,000,000 at any time outstanding to the extent subject to a subordination agreement or other subordination arrangement in favor of the Obligations reasonably acceptable to Administrative Agent and subject to documentation and structure reasonably acceptable to the Administrative Agent and (C) other unsecured earn-outs owing by Holdings of up to 150% of the EBITDA of the target for the most recently ended twelve month period for which financial statements have been delivered to Administrative Agent, in an aggregate amount not to exceed $12,000,000 at any time outstanding the extent subject to a subordination agreement or other subordination arrangement in favor of the Obligations reasonably acceptable to Administrative Agent and subject to documentation and structure reasonably acceptable to the Administrative Agent; (xxi) Debt consisting of SBA PPP Loans in an aggregate amount not to exceed $1,408,000 at any time outstandingarising under the Permitted ADM Factoring Arrangement; and (xxii) other unsecured Debt of the Loan Parties and their Subsidiaries not otherwise provided for herein in an aggregate amount not at any time exceeding $750,000 at any time outstanding; provided, to the extent any such Debt is in the form of seller notes, earn-out or similar obligations, such Debt shall only be issued by Holdings and shall be subject to a subordination agreement or other subordination arrangement in favor of the Obligations reasonably acceptable to Administrative Agent.

Debt. For purposes Contract, create, incur, assume or suffer to exist any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (i) Debt under this Agreement and the other Loan Documents; (ii)(A) Surviving Debt, Debt and leases (including any operating leases recharacterized as capital leases) outstanding on the Effective Date that are in each case permitted under the Existing DIP Agreement as in effect immediately prior to the Effective Date (as modified by amendments, modifications or waivers thereto (other than those that in the reasonable judgment of the foregoing: Administrative Agent are adverse to the interests of the Lenders in more than a de minimis respect)) and (ain the case of the Loan Parties) contemplated under (and remaining outstanding on the Effective Date in accordance with) the maximum fixed repurchase price of Plan and/or the Disclosure Statement (such Debt and leases, together with Surviving Debt, the "Effective Date Debt"), Debt under the Term Facility in an aggregate principal amount not to exceed $420,000,000 at any Redeemable Capital Interests time outstanding, and Debt under the Senior Notes in an aggregate principal amount not to exceed $455,000,000 at any time outstanding, and (B) any Permitted Refinancing Debt refunding, replacing or refinancing, in whole or in part, any Effective Date Debt or any such Debt under the Term Facility or the Senior Notes; provided that do not have a fixed repurchase price shall be calculated in accordance with the terms of any such Redeemable Capital Interests as if extending, refunding, replacing 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 such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interestsrefunding or refinancing complies with Section 5.02(j); (biii) Debt arising from Investments among the Company and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate principal amount not in excess of $50,000,000 (or the foreign currency equivalent) at any time outstanding; (vii) Debt constituting mortgage financing, purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate amount outstanding at any time not in excess of $30,000,000; (viii) (A) Debt in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt outstanding under Cash Management Agreements; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations or guarantees or letters of credit, in each case incurred in connection with any judgment not constituting an Event of Default or arising from agreements providing for indemnification, adjustment of purchase price, earn-outs or similar obligations, surety, performance, bid or appeal bonds and other similar types of performance and completion guarantees securing any obligations of the Company or any Subsidiary pursuant to such agreements, in any case incurred or assumed in connection with the disposition or acquisition of any business, assets or Equity Interests held by a Subsidiary (other than guarantees of Debt incurred by any Person acquiring all or any portion of such business, assets or Equity Interests held by a Subsidiary for the purpose of financing such acquisition), so long as the amount does not exceed the gross proceeds actually received by the Company or any Subsidiary in connection with such disposition; (x) Debt of Foreign Subsidiaries arising under any Foreign Asset Based Financing, in an aggregate principal amount for all such Foreign Asset Based Financings not to exceed $250,000,000 (or the foreign currency equivalent) at any time outstanding; (xi) Debt not otherwise permitted hereunder in an aggregate principal amount not to exceed $25,000,000 at any time outstanding; (xii) Debt under Specified Credit Agreements not in excess of $25,000,000 at any one time outstanding; (xiii) Permitted Acquired Debt and Permitted Refinancing Debt refunding, replacing or refinancing, in whole or in part, such Permitted Acquired Debt, provided, that the aggregate amount of Debt under this clause (xiii) shall not exceed $100,000,000 at any time outstanding; (xiv) Debt incurred on behalf of Joint Ventures of the Company or any Subsidiary not to exceed, at any one time outstanding, together with any Guarantee Obligations incurred in reliance on Section 5.02(c)(vii), the greater of $50,000,000 and 2.0% of Consolidated Net Tangible Assets (as measured at the time of incurrence of such Debt); (xv) Debt constituting guarantees permitted under Section 5.02(c)(vi); (xvi) an aggregate of up to $25,000,000 of Debt at any one time outstanding constituting obligations with respect to letters of credit issued, or surety bonds incurred, in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Debt with respect to reimbursement obligations regarding workers’ compensation claims, health, disability or other benefits to employees or former employees or their families or property, casualty or liability insurance or self-insurance or similar requirements, and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from governmental authorities, or other Debt with respect to reimbursement-type obligations regarding workers’ compensation claims; provided that, upon the drawing of such letters of credit or the incurrence of such Debt, such obligations are reimbursed within 30 Business Days following such drawing or incurrence; (xvii) Debt arising in connection with endorsement of instruments for deposit in the ordinary course of business; (xviii) Debt consisting of take-or-pay obligations contained in supply agreements relating to products, services or commodities of a type that the Company or any of its Subsidiaries uses or sells in the ordinary course of business; (xix) Debt consisting of the financing of insurance premiums; (xx) Debt consisting of guarantees incurred in the ordinary course of business under repurchase agreements or similar agreements in connection with the financing of sales of goods in the ordinary course of business; (xxi) customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (xxii) Debt issued with original issue discount is by the principal amount of such Debt less the remaining unamortized portion Company or a Subsidiary of the original issue discount Company to future, current or former employees, directors and consultants thereof, or their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as Equity Interests of the date of original issuance thereof; (c) Company to the amount of any Debt extent described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute DebtSection 5.02(e)(iii); and (gxxiii) Debt not in excess of $60,000,000 at any time outstanding of Foreign Subsidiaries and/or Joint Ventures to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt is supported by one or more Letters of the originator of such accounts receivable and related assetsCredit. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such time.Chemtura (Revolving Facility) Credit Agreement

Debt. For purposes Contract, create, incur, assume or suffer to exist any Debt, or permit any of its Restricted Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (i) Debt under this Agreement and the foregoing: (a) the maximum fixed repurchase price of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interestsother Loan Documents; (bii) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (cA) the amount of any Surviving Debt described in clause Schedule 4.01(t), Debt and leases (viiiincluding any operating leases recharacterized as capital leases) is outstanding on the net amount payable Amendment No. 2 Effective Date that are in each case permitted under this Agreement as in effect immediately prior to the Amendment No. 2 Effective Date (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of Debt and leases, together with such Person; (d) the amount of any Surviving Debt described in clause Schedule 4.01(t), the “Amendment No. 2 Effective Date Debt”), Debt under the Revolving Facility not to exceed $400,000,000 at (x)(AA) above shall be Debt in respect of Hedge Agreements entered into in the maximum liability ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt outstanding under any such GuaranteeCash Management Agreements; (eix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations or guarantees or letters of credit, in each case incurred in connection with any judgment not constituting an Event of Default or arising from agreements providing for indemnification, adjustment of purchase price, earn-outs or similar obligations, surety, performance, bid or appeal bonds and other similar types of performance and completion guarantees securing any obligations of the Borrower or any Subsidiary pursuant to such agreements, in any case incurred or assumed in connection with the disposition or acquisition of any business, assets or Equity Interests held by a Subsidiary (other than guarantees of Debt incurred by any Person acquiring all or any portion of such business, assets or Equity Interests held by a Subsidiary for the purpose of financing such acquisition), so long as the amount of does not exceed the gross proceeds actually received by the Borrower or any Debt described Subsidiary in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of connection with such property or other assetsdisposition; (fx) interest, fees, premium, and expenses and additional paymentsDebt of Restricted Subsidiaries that are Foreign Subsidiaries (but excluding Restricted Subsidiaries, if any, will that are obligors with respect to any foreign asset based facilities under the Revolving Facility) arising under any Foreign Asset Based Financing, in an aggregate principal amount for all such Foreign Asset Based Financings not constitute to exceed $200,000,000 (or the foreign currency equivalent) at any time outstanding; (xi) Debt not otherwise permitted hereunder in an aggregate principal amount not to exceed the greater of $175,000,000 and 7.0% of Consolidated Net Tangible Assets (as measured at the time of incurrence of such Debt); (xii) Permitted Ratio Debt of Loan Parties; (xiii) Permitted Acquired Debt and Permitted Refinancing Debt refunding, replacing or refinancing, in whole or in part, such Permitted Acquired Debt; (xiv) Debt incurred on behalf of Joint Ventures of the Company or any Subsidiary not to exceed, at any one time outstanding, together with any Guarantee Obligations incurred in reliance on Section 5.02(c)(vii), the greater of $100,000,000 and 4.0% of Consolidated Net Tangible Assets (as measured at the time of incurrence of such Debt); (xv) [intentionally omitted]; (xvi) an aggregate of up to the greater of (x) $100,000,000 and (y) 4.0% of Consolidated Net Tangible Assets (as measured at the time of incurrence of such Debt) of (A) Debt constituting obligations with respect to letters of credit issued, or surety bonds incurred, in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Debt with respect to reimbursement obligations regarding workers’ compensation claims, health, disability or other benefits to employees or former employees or their families or property, casualty or liability insurance or self-insurance or similar requirements, and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from governmental authorities, or other Debt with respect to reimbursement-type obligations regarding workers’ compensation claims; provided that, upon the drawing of such letters of credit or the incurrence of such Debt, such obligations are reimbursed within 30 Business Days following such drawing or incurrence and (B) Debt under Secured Specified Credit Agreements; (xvii) Debt arising in connection with endorsement of instruments for deposit in the ordinary course of business; (xviii) Debt consisting of take-or-pay obligations contained in supply agreements relating to products, services or commodities of a type that the Borrower or any of its Restricted Subsidiaries uses or sells in the ordinary course of business; (xix) Debt consisting of the financing of insurance premiums; (xx) Debt consisting of guarantees incurred in the ordinary course of business under repurchase agreements or similar agreements in connection with the financing of sales of goods in the ordinary course of business; (xxi) customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (xxii) Debt issued by the Borrower or a Restricted Subsidiary of the Company to future, current or former employees, directors and consultants thereof, or their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Company to the extent described in Section 5.02(e)(iii); and (gxxiii) other Debt, to the extent not otherwise included the Obligations thereunder are supported by a letter of credit issued under the Revolving Facility in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timereliance on Section 5.02(b)(ii)(A).

Debt. For purposes of the foregoing: Neither Parent nor any Co-Borrower may create, incur, permit to exist, or commit to create or incur any (a) the maximum fixed repurchase price of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required used to be determined pursuant to fund wet borrowings other than Wet Borrowings under this Indenture; providedagreement, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) any mortgage loan repurchase agreements except in connection with any Permitted Debt, whose description specifically allows for mortgage loan repurchase agreements, or (c) any other Debt except the amount outstanding at following (collectively, the "Permitted Debt"): (a) The Obligation; (b) Obligations to pay Taxes; (c) Liabilities for accounts payable, non-capitalized equipment or operating leases, and similar liabilities if in each case incurred in the ordinary course of business; (d) Accrued expenses, deferred credits, and loss contingencies that are properly classified as liabilities under GAAP; (e) Debt incurred by any time Company under any swap, collar, floor, cap, or other contract entered into by such Company with any Lender or an Affiliate of any Lender or another Person under the Governmental Requirements of a jurisdiction in which such contracts are legal and enforceable (except as enforceability may be limited by applicable Debtor Laws and general principles of equity), which is intended to reduce or eliminate the risk of fluctuations in interest rates applicable to Borrowings or any Company's portfolio and/or pipeline of loans and leases under this or any other agreement entered into by such Company; (f) Liabilities for capital leases and similar liabilities of up to $2,000,000, in each case incurred in the ordinary course of business; (g) Debt issued with original issue discount is the in an aggregate principal amount of such Debt less up to $50,000,000 under one or more warehouse financing agreements so long as the remaining unamortized portion lenders or their agents under each of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect those arrangements enter into intercreditor arrangements reasonably acceptable to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) Administrative Agent to the extent not otherwise included in this definitionthose financing arrangements extend to Business-Purposes Loans, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall Mortgage Loans, or Leases that would be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timesupported Wet Borrowings if financed under this agreement.

Debt. For purposes of Neither the foregoing: Borrower nor any Subsidiary will incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents; (b) Debt of the Borrower 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 any Redeemable Capital Interests that do not Property or services (other than Trade Payables) from time to time incurred in the ordinary course of business which, if greater than 60 days past the date the invoice is received by Borrower, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt owing to the Borrower or a fixed repurchase price shall be calculated in accordance with Guarantor which is subordinated to the terms Indebtedness. (e) Debt of such Redeemable Capital Interests the Borrower under capital leases (as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined reported on the financial statements of the Borrower pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are GAAP) not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; exceed $2,000,000; (f) interestDebt of the Borrower under Hedging Agreements made with a Person that is made (i) with a Person that is, feesat the time such Hedging Agreement is made, premiumeither a Senior Lender or an Affiliate of a Senior Lender, or (ii) with another investment grade counterparty, provided that the aggregate notional amounts under all such Hedging Agreements do not exceed 80% of Borrower's anticipated oil and/or gas production to be produced during the term of such Hedging Agreements and expenses that such Hedging Agreements are 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 additional payments, if any, will not constitute Debt; and its Subsidiaries' operations; (g) to Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the extent not otherwise included in this definition, operation of the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt Oil and Gas Properties; and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute (h) Debt of the originator of Borrower described on Schedule 9.01(h) and such accounts receivable and related assets. The amount of other Debt of any Person the Borrower related to the acquisition of software and licensing rights related thereto that does not exceed $100,000 at any date shall be the outstanding balance at such date of all unconditional obligations as described above one time outstanding. (i) The Senior Indebtedness and the maximum liability, only upon the occurrence of the contingency giving rise any other Debt arising under or otherwise in relation to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timeSenior Loan Documents.

Debt. For purposes Contract, create, incur, assume or suffer to exist any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (i) Debt under this Agreement and the other Loan Documents; (ii)(A) Surviving Debt, Debt and leases (including any operating leases recharacterized as capital leases) outstanding on the Effective Date that are in each case permitted under the Existing DIP Agreement as in effect immediately prior to the Effective Date (as modified by amendments, modifications or waivers thereto (other than those that in the reasonable judgment of the foregoing: Administrative Agent are adverse to the interests of the Lenders in more than a de minimis respect)) and (ain the case of the Loan Parties) contemplated under (and remaining outstanding on the Effective Date in accordance with) the maximum fixed repurchase price of Plan and/or the Disclosure Statement (such Debt and leases, together with Surviving Debt, the "Effective Date Debt"), Debt under the Term Facility in an aggregate principal amount not to exceed $420,000,000 at any Redeemable Capital Interests time outstanding, and Debt under the Senior Notes in an aggregate principal amount not to exceed $455,000,000 at any time outstanding, and (B) any Permitted Refinancing Debt refunding, replacing or refinancing, in whole or in part, any Effective Date Debt or any such Debt under the Term Facility or the Senior Notes; provided that do not have a fixed repurchase price shall be calculated in accordance with the terms of any such Redeemable Capital Interests as if extending, refunding, replacing 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 such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interestsrefunding or refinancing complies with Section 5.02(j); (biii) Debt arising from Investments among the Company and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate principal amount not in excess of $50,000,000 (or the foreign currency equivalent) at any time outstanding; (vii) Debt constituting mortgage financing, purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate amount outstanding at any time not in excess of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof$30,000,000; (c) the amount of any Debt described in clause (viii) is (A) Debt in respect of Hedge Agreements entered into in the net amount payable ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (after giving effect B) Debt outstanding under Cash Management Agreements; (ix) Debt which may be deemed to permitted setexist pursuant to any surety bonds, appeal bonds or similar obligations or guarantees or letters of credit, in each case incurred in connection with any judgment not constituting an Event of Default or arising from agreements providing for indemnification, adjustment of purchase price, earn-off) if outs or similar obligations, surety, performance, bid or appeal bonds and other similar types of performance and completion guarantees securing any obligations of the Company or any Subsidiary pursuant to such Swap Contracts agreements, in any case incurred or Hedging Obligations are terminated at that time due to default assumed in connection with the disposition or acquisition of any business, assets or Equity Interests held by a Subsidiary (other than guarantees of Debt incurred by any Person acquiring all or any portion of such Personbusiness, assets or Equity Interests held by a Subsidiary for the purpose of financing such acquisition), so long as the amount does not exceed the gross proceeds actually received by the Company or any Subsidiary in connection with such disposition; (dx) Debt of Foreign Subsidiaries arising under any Foreign Asset Based Financing, in an aggregate principal amount for all such Foreign Asset Based Financings not to exceed $250,000,000 (or the foreign currency equivalent) at any time outstanding; (xi) Debt not otherwise permitted hereunder in an aggregate principal amount not to exceed $25,000,000 at any time outstanding; (xii) Debt under Specified Credit Agreements not in excess of $25,000,000 at any one time outstanding; (xiii) Permitted Acquired Debt and Permitted Refinancing Debt refunding, replacing or refinancing, in whole or in part, such Permitted Acquired Debt, provided, that the aggregate amount of Debt under this clause (xiii) shall not exceed $100,000,000 at any time outstanding; (xiv) Debt incurred on behalf of Joint Ventures of the Company or any Subsidiary not to exceed, at any one time outstanding, together with any Guarantee Obligations incurred in reliance on Section 5.02(c)(vii), the greater of $50,000,000 and 2.0% of Consolidated Net Tangible Assets (as measured at the time of incurrence of such Debt); (xv) Debt constituting guarantees permitted under Section 5.02(c)(vi); (xvi) an aggregate of up to $25,000,000 of Debt at any one time outstanding constituting obligations with respect to letters of credit issued, or surety bonds incurred, in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Debt with respect to reimbursement obligations regarding workers’ compensation claims, health, disability or other benefits to employees or former employees or their families or property, casualty or liability insurance or self-insurance or similar requirements, and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from governmental authorities, or other Debt with respect to reimbursement-type obligations regarding workers’ compensation claims; provided that, upon the drawing of such letters of credit or the incurrence of such Debt, such obligations are reimbursed within 30 Business Days following such drawing or incurrence; (xvii) Debt arising in connection with endorsement of instruments for deposit in the ordinary course of business; (xviii) Debt consisting of take-or-pay obligations contained in supply agreements relating to products, services or commodities of a type that the Company or any of its Subsidiaries uses or sells in the ordinary course of business; (xix) Debt consisting of the financing of insurance premiums; (xx) Debt consisting of guarantees incurred in the ordinary course of business under repurchase agreements or similar agreements in connection with the financing of sales of goods in the ordinary course of business; (xxi) customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (xxii) Debt issued by the Company or a Subsidiary of the Company to future, current or former employees, directors and consultants thereof, or their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of the Company to the extent described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute DebtSection 5.02(e)(iii); and (gxxiii) Debt not in excess of $60,000,000 at any time outstanding of Foreign Subsidiaries and/or Joint Ventures to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt is supported by one or more Letters of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timeCredit.

Debt. For purposes of the foregoing: The Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase Loans, any Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans, any Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Borrower and its Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of any Redeemable Capital Interests that do Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have a fixed repurchase price shall be calculated been maintained in accordance with the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; . (d) the amount of any Debt described in clause (x)(Aincluding guarantees) above shall be the maximum liability under any such Guarantee; Capital Leases not to exceed $5,000,000. (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount operation of the obligations so secured Oil and (II) the Fair Market Value of such property or other assets; Gas Properties. (f) interestintercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, feesassigned, premiumtransferred, and expenses and additional paymentsnegotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, if anyand, will not constitute Debt; and provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) to endorsements of negotiable instruments for collection in the extent not otherwise included in this definitionordinary course of business. (h) Debt under the 2011 Notes (and any guarantees thereof by Guarantors) outstanding on the Effective Date. (i) Debt under the 2012 Notes (and any guarantees thereof by Guarantors) outstanding on the Effective Date and any 2013 Notes issued within 90 days of the Effective Date, the Receivables Transaction Amount Net Cash Proceeds of which are used to purchase 2012 Notes tendered for pursuant to “change of control” provisions. (j) Debt under the 2013 Notes (and any guarantees thereof by Guarantors) outstanding relating on the Effective Date. (k) other Debt not to any Qualified Receivables Transaction shall be deemed to constitute Debt and, exceed $5,000,000 in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person aggregate at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any one time will be the accreted value thereof at such timeoutstanding.

Debt. For purposes (a) Create, incur, assume or permit to exist, or permit any of its Subsidiaries to create, incur, assume or permit to exist any Debt, except: (i) Debt under this Agreement and the other Loan Documents; (ii) Intercompany Debt; (iii) Existing Other Debt and refinancings or renewals of such borrowed money; provided that any such refinancing of such Debt is of the foregoingsame type, of the same tenor, and in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith; (iv) Debt incurred after the Original Effective Date that is not secured by a Lien (including, without limitation, Capital Leases), provided that (A) prior written notice thereof describing its terms and intended use is given to Agent and the Banks and (B) such Debt does not collectively, exceed at any time the aggregate principal amount and committed availability of $2,000,000; (v) JPMorgan Obligations, provided that the JPMorgan Exposure does not at any time exceed in the aggregate $8,000,000; (vi) Debt other than Existing Other Debt incurred after the Original Effective Date by Foreign Subsidiaries which does not any time exceed in the aggregate $5,000,000; (vii) Debt arising in connection with endorsement of instruments for deposit in the ordinary course of business; (viii) Debt 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 (5) Business Days of incurrence; (ix) Purchase Money Debt that does not exceed at any time $3,000,000 in the aggregate; (x) Any Debt approved in advance by the Agent and the Required Banks in writing; and (xi) Provided that the Borrower is at all times in compliance with the terms and conditions of this Agreement, no Default or Event of Default exists, and no event or condition has occurred or is continuing which with the giving of notice, lapse of time or other condition would constitute a Default or Event of Default, the Borrower and/or its Subsidiaries may incur, assume or permit to exist Debt in connection with the mortgage of the Taiwanese Property; provided, however, that: (a) the maximum fixed repurchase price aggregate amount of any Redeemable Capital Interests that do such mortgage Debt shall not have a fixed repurchase price at any one time or from time to time exceed $6,000,000.00, (b) said mortgage Debt shall be calculated secured only by a mortgage on the Taiwanese Property or a sale/leaseback transaction affecting the Taiwanese Property, and (c) all net proceeds (with net proceeds being defined as the proceeds available to the Borrower after the payment of the Purchase Price for the Taiwanese Property in accordance with the terms of the ROC Joint Venture Agreement and the Lease Agreement attached thereto, and the payment of any reasonable costs and expenses incurred in connection with the Borrower’s purchase of the Taiwanese Property) received by the Borrower or any of its Subsidiaries (whether directly or indirectly) in connection with incurrence of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which mortgage Debt shall be required paid over to the Agent within five (5) Business Days and shall be determined pursuant to applied by the Agent as a mandatory prepayment under the terms of this Indenture; provided, however, thatAgreement. In all events, if such Redeemable Capital Interests are not then permitted to be repurchasedcompleted in accordance with the terms of this Agreement, any resulting liens and encumbrances on the repurchase price Taiwanese Property shall be considered a permitted Subsidiary Real Property Lien under the book value terms of such Redeemable Capital Interests; (bSection 5.12(a) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount this Agreement. For purposes of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discountSection 7.01, the amount of the Debt incurred by a Foreign Subsidiary shall be determined and fixed by using the “rate of exchange” to purchase United States Dollars in effect as of the documented closing date for such Debt. (b) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt at any time will be other than the accreted value thereof at such timeObligations.

Debt. For purposes of Neither the foregoing: Borrower nor any Subsidiary will incur, create, assume or permit to exist any Debt, except: (a) the maximum fixed repurchase Notes or other Obligations or any guaranty of or suretyship arrangement for the Notes or other Obligations; (b) Debt of the Borrower existing on the Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 9.01, and any renewals or extensions or refinancings (but not increases) thereof; (c) accounts payable (for the deferred purchase price of any Redeemable Capital Interests that do not Property or services) from time to time incurred in the ordinary course of business which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests been established therefore; (d) Debt under capital leases (as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined reported on the financial statements of the Borrower pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are GAAP) and other debt or monetary obligations of the Borrower and its Subsidiaries not then permitted to be repurchased, exceed $500,000.00 in the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding aggregate at any time of any outstanding, except only for the Subordinate Notes; 66 (e) Debt issued associated with original issue discount is bonds or surety obligations required by contract or by Governmental Requirements in connection with the principal amount of such Debt less the remaining unamortized portion operation of the original issue discount Oil and Gas Properties, in the ordinary course of such business; (f) Debt at such time as determined in conformity with GAAPof the Borrower and its Subsidiaries under Hedging Agreements, but such Debt shall be deemed Incurred only as if (i) the provider of the date of original issuance thereofHedging Agreements is a Lender or a permitted Affiliate thereof or an unsecured counterparty pre-approved in writing and acceptable to the Agent and the Required Lenders; (cii) the amount total notional volume attributable to such Hedging Agreement, if it is a Hedging Agreement with respect to Hydrocarbon Interests, does not exceed more than seventy five percent (75%) of any Debt described the forecasted production from Proven Reserves as reflected in clause (viii) is the net amount payable most recent Reserve Report delivered to the Agent (after giving effect to permitted set-off) if such Swap Contracts pro forma adjustments for the consummation of any acquisitions or Hedging Obligations are terminated at that time due to default dispositions since the effective date of such Person; (d) the amount of Reserve Report for any Debt described term not in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount excess of the obligations so secured and forthcoming three (II3) the Fair Market Value of such property or other assets; year period, (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (giii) to the extent the Hedging Agreement is an interest rate hedge, the notional principal amount shall not exceed more than seventy five percent (75%) of Loans projected to be outstanding to the Borrower for a period not in excess of three (3) years as covered by such Hedging Agreement, and (iv) such applicable counter-party shall have provided the Agent with prior written notice of the existence of such Hedging Transaction and such Hedging Transaction is not otherwise included in prohibited by this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such dateAgreement; provided, however, that Agent, in its sole discretion, may require the case Borrower to hedge a percentage of projected production volumes determined by the Agent in its sole discretion, on terms acceptable to the Agent and the Required Lenders, whenever Borrower has Loans and LC Exposure under this Agreement in excess of seventy-five percent (75%) of the Borrowing Base; and (g) any guaranty of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timeotherwise permitted under Section 9.01.

Debt. For purposes of Neither the foregoing: Borrower nor any Restricted Subsidiary will incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase price Notes or other Indebtedness arising under the Loan Documents or any guaranty of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with or suretyship arrangement for the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, Notes or other Indebtedness arising under the repurchase price shall be the book value of such Redeemable Capital Interests; Loan Documents; (b) Debt existing on the Closing Date which is disclosed in Schedule 9.01, and any renewals, extensions or refinancings (but not increases) thereof; (c) Debt (unrelated to Unrestricted Subsidiaries and other than for borrowed money) incurred in the ordinary course of business in connection with Hydrocarbon transportation, Hydrocarbon 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; (d) Debt under Hedging Agreements with a Lender or another counterparty rated BBB+ by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., or b▇▇▇▇▇ (▇▇ 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 produced during the term of ▇▇▇▇ 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 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 outstanding not at any time in excess of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; $250,000; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute DebtDebt approved in advance by the Majority Lenders secured by the Liens permitted by clause (x) of the definition of "Excepted Liens"; and provided that such Debt is discharged within 180 days of the relevant acquisition or merger; (g) Debt approved in advance by the Majority Lenders 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 extent not otherwise included in this definitioninvestment so pledged; (h) loans and advances between the Restricted Subsidiaries, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed Restricted Subsidiary from the Borrower and to constitute the Borrower from any Restricted Subsidiary; and (i) Debt and, approved in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed advance by the Majority Lenders which is subordinated on terms satisfactory to constitute Debt the Majority Lenders to the payment of the originator of such accounts receivable and related assets. The Indebtedness (with the Borrowing Base in effect from time to time being reduced by an amount of Debt of equal to any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only effect upon the occurrence Borrowing Base occasioned by such subordinated Debt in the judgment of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timeMajority Lenders).

Debt. For purposes of Neither the foregoing: Borrower nor any Subsidiary will incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents; (b) Debt of the Borrower existing on the Closing Date that is reflected in the Financial Statements or is disclosed in Schedule 9.02, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of any Redeemable Property or services) from time to time incurred in the ordinary course of business 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 Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of such Redeemable Capital Interests Leases (as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined reported on the financial statements of the Borrower pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are GAAP) not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; (b) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; exceed $_________________; (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount operation of the obligations so secured Oil and (II) the Fair Market Value of such property or other assets; Gas Properties; (f) interestDebt in connection with (i) the $50,000,000 Cumulative Preferred Stock, feesSeries B and (ii) the Approved Securities, premium, and expenses and additional payments, if any, will not constitute Debt; and 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 extent Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (h) Other Debt not otherwise included to exceed $________ in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person aggregate at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any one time will be the accreted value thereof at such timeoutstanding.

Debt. For purposes of the foregoing: The Borrower will not and will not cause or permit any Guarantor or any Restricted Subsidiary to incur, create, assume or permit to exist any Debt, except: (a) the maximum fixed repurchase price Debt hereunder or any guaranty of any Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with or suretyship arrangement for the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; hereunder; (b) Debt of the amount Borrower and the Restricted Subsidiaries existing on the date hereof that 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 time incurred in the ordinary course of business which, if material and 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 of the Borrower and the Restricted Subsidiaries requiring no principal payments (whether at stated maturity or by virtue of scheduled amortization, required prepayment or redemption) due until at least one year after the Termination Date and issued under the Indenture or otherwise on terms and conditions (excluding interest rates) no less favorable to the Borrower or the Restricted Subsidiary, as the case may be, than this Agreement; (e) Debt not otherwise permitted by this Section 9.01 that in the aggregate shall not exceed $100,000,000 outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; one time; (f) interest, fees, premium, Debt of the Borrower and expenses and additional payments, if any, will not constitute Debt; and the Restricted Subsidiaries under Hedging Agreements entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the Borrower's operations; (g) Debt as a result of (and to the extent not otherwise included in this definitionpermitted by) Sections 9.03(g), (h)and (i); and (h) Debt under the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timeOther Credit Agreement.

Debt. For purposes Create, incur, assume or suffer to exist, or permit any of the foregoing: its Subsidiaries to create, incur, assume or suffer to exist any Debt, except: (a) Debt described in Schedule 9.01, including renewals, extensions or refinancings thereof, provided that the maximum fixed repurchase price principal amount thereof does not increase; (b) other Debt of the Company subordinated on terms reasonably satisfactory to the Lenders to the Company’s obligations under this Agreement and the Notes, the Letters of Credit and Letter of Credit Agreements and any other Security Instrument in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding; (c) Debt of the Company to any Guarantor or any other Subsidiary which becomes a Guarantor prior to the incurrence of such Debt, and Debt of any Redeemable Capital Interests that do not have Guarantor or any such Subsidiary to the Company or to any other Guarantor or any such Subsidiary; (d) Debt of the Company to any Subsidiary (other than a fixed repurchase price shall be calculated in accordance with Guarantor or any Subsidiary which becomes a Guarantor prior to the terms incurrence of such Redeemable Capital Interests Debt) or Debt of any Subsidiary (other than a Guarantor or any Subsidiary which becomes a Guarantor prior to the incurrence of such Debt) to the Company in an aggregate principal amount not exceeding $5,000,000 at any one time outstanding; (e) accounts payable (other than for borrowed money) to trade creditors for goods or services incurred in the ordinary course of business and which are not in excess of 30 days past the due date, or, if greater than 30 days past due, are being contested in good faith and by appropriate proceedings; (f) Debt of the Company and any Subsidiary (other than newly-formed single purpose entity Subsidiaries created specifically for the purpose of investing in project finance transactions) incurred to purchase or to finance the purchase of, fixed assets in an aggregate principal amount not exceeding as if such Redeemable Capital Interests were repurchased on to the Company and its Subsidiaries $25,000,000 at any date on time outstanding; (g) Debt of the Company incurred in the ordinary course of business in connection with performance bonds required of operators by the Minerals Management Service or other state or governmental agencies which Debt shall be the Company is required to be determined pursuant post in connection with its activities as operator of Oil and Gas Properties up to this Indenturethe aggregate amount of $25,000,000 at any one time outstanding; provided, however, that, if such Redeemable Capital Interests are not then permitted any outstanding utilization of performance bonds in excess of $5,000,000 shall reduce the availability on a dollar-for-dollar revolving basis of Revolving Credit Loans pursuant to be repurchased, the repurchase price shall be the book value of such Redeemable Capital Interests; Section 2.01(a); (bh) the amount outstanding at any time of any Debt issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator Company in respect of such accounts receivable and related assets. The amount of judgment liens excepted under Section 9.03; (i) Debt of the Company and its Subsidiaries under Capital Leases (and any Person at extensions or renewals thereof or substitutions therefor) which do not in the aggregate require the Company and its Subsidiaries on a consolidated basis to make payments (including, without limitation, rent, taxes, insurance, maintenance and similar expense which the Company or any date shall be Subsidiary is required to pay under the outstanding balance at such date terms of all unconditional obligations as described above any Capital Lease) in any calendar year in excess of $10,000,000; (j) Debt of the Company under or in respect of the Indenture and the maximum liabilitySenior Subordinated Notes issued thereunder, only upon the occurrence of the contingency giving rise to the obligationsand all amendments, of any contingent obligations at such datesupplements, renewals, extensions or refinancings thereof; provided, however, that (i) the aggregate principal amount of the Senior Subordinated Notes shall not exceed $175,000,000, provided, however, that the Company may enter into supplements to the Indenture having the effect of increasing the aggregate principal amount of the Senior Subordinated Notes with the prior written consent of the Required Lenders, (ii) payment of principal of, premium, if any, interest and other amounts owing or to be owing under, in connection with or evidenced by the Indenture or the Senior Subordinated Notes shall be subordinated to the payment of the Indebtedness on terms substantially as those set forth therein as of the Closing Date or otherwise reasonably satisfactory to the Administrative Agent, (iii) any amendment, supplement, renewal, extension or refinancing of the Indenture or any Senior Subordinated Note shall be on terms, taken as a whole, no more restrictive to the Company than the terms of the Indenture and the Senior Subordinated Notes as they exist on the Closing Date, provided, further, however, with respect to subclause (ii) hereof, the Indenture and the Senior Subordinated Notes may be prepaid with net proceeds of an equity offering, provided, further, however, if any refinancing of the Debt of the Company under or in respect of the Indenture or any Senior Subordinated Note permitted by the terms of this Agreement results in the case Company receiving net proceeds in excess of Debt sold at a discountthe aggregate principal amount of the Senior Subordinated Notes outstanding on the Closing Date, the amount Borrowing Base shall be redetermined in accordance with Section 2.09; (k) Debt of such Debt at the Company in connection with the Letters of Credit listed on Schedule 1.02(b); and (l) the Notes or other Indebtedness or any time will be guaranty of or suretyship arrangement for the accreted value thereof at such timeNotes or other Indebtedness.

Debt. For purposes Neither the Borrower nor any of the foregoing: its Subsidiaries will incur, create, assume or suffer to exist any Debt, except: (a) the maximum fixed repurchase Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) accounts payable and other accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of any Redeemable Capital Interests that do 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 a fixed repurchase price shall be calculated been maintained in accordance with GAAP. (c) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of their Wholly-Owned Subsidiaries, and, provided further , that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (d) endorsements of negotiable instruments for collection in the ordinary course of business. (e) other Debt not to exceed $20,000,000 in the aggregate at any one time outstanding. (f) Debt under any Senior Notes issued after the Effective Date, provided that (i) at the time of incurring such Debt (A) no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) after giving effect to each such incurrence, the Borrower is in pro forma compliance with Section 9.01(b), (iii) such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iv) such Debt does not mature sooner than one year after the Maturity Date, (v) the terms of such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchasedmaterially more onerous, taken as a whole, than the repurchase price shall be terms of this Agreement and the book value of such Redeemable Capital Interests; other Loan Documents, and (bvi) the amount outstanding at any time of any Debt issued with original issue discount Borrowing Base is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time adjusted as determined in conformity with GAAP, but such Debt shall be deemed Incurred only as of the date of original issuance thereof; (ccontemplated by Section 2.07(f) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the obligations, of Borrower makes any contingent obligations at such date; provided, however, that in the case of Debt sold at a discount, the amount of such Debt at any time will be the accreted value thereof at such timeprepayment required under Section 3.04(c)(iii).