Common use of Debt Clause in Contracts

Debt. The Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans or other Obligations arising under the Loan Documents. (b) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the sum of (i) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate.

Debt. The Parent and Neither the Borrower will not, and will not permit nor any Restricted Subsidiary to, incur, create, assume of its Subsidiaries shall incur or suffer to exist maintain any Debt, except: other than: (a) the Loans or other Obligations arising under the Loan Documents. Obligations; (b) the Senior Notes and guarantees thereof; (c) Debt under described on Schedule 6.9; (d) Capital Leases or that constitutes Purchase Money Indebtedness; of Equipment and purchase money secured Debt incurred to purchase Equipment provided that the sum of (i) Liens securing the aggregate principal amount same attach only to the Equipment acquired by the incurrence of all Debt described in this Section 9.02(b) at any one time outstanding plus such Debt, and (ii) the aggregate principal amount of all such Debt permitted under Section 9.02(g(including Capital Leases) outstanding does not exceed (A) $10,000,000 at any one time outstanding shall not exceed (exclusive of such Debt used to lease or purchase new computer systems for Borrower) and (B) $25,000,000 in 20,000,000 at any time incurred solely for the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary lease and/or purchase of other Debt permitted to be incurred under this Section 9.02. new computer systems for Borrower; and (e) Senior Notes and related Senior Notes DebtDebt evidencing a refunding, renewal or extension of the Debt described on Schedule 6.9; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt thereof is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e))increased, (ii) the Liens, if any, securing such extensionrefunded, refinancing renewed or renewal does extended Debt do not result attach to any assets in any principal amount owing in respect of Senior Notes addition to those assets, if any, securing the Debt becoming due earlier than the date to be refunded, renewed or extended, (iii) no Person that is 91 days after not an obligor or guarantor of such Debt as of the Maturity DateClosing Date shall become an obligor or guarantor thereof, and (iiiiv) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancingsuch refunding, renewal, renewal or extension Debt must include subordination terms and conditions that are at least as no less favorable to the Administrative Borrower, the Agent and or the Lenders as those that were applicable to than the refinancedoriginal Debt. Notwithstanding the foregoing, renewed, or extended Debt. (g) other Debt so long as no Event of Default has occurred and is continuing, Borrower may incur additional unsecured Debt (iexcluding Guaranties) in an amount not to exceed $20,000,000 in the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount outstanding; provided that no more than $10,000,000 of all such Debt permitted under Section 9.02(b) at may be incurred in any one time outstanding does not exceed $25,000,000 in the aggregateFiscal Year.

Debt. The Parent and the Borrower will notNot, and will not permit any Restricted Subsidiary to, create, incur, create, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Loans or other Obligations arising under the Loan Documents.; (b) Debt under Capital Leases of the Company and/or any Subsidiary existing, or that constitutes Purchase Money Indebtednesspursuant to commitments existing, on the Effective Date; provided that the sum Debt or other obligations in excess of (i) $5,000,000 in the aggregate principal amount of all Debt described in shall be permitted under this Section 9.02(b11.1(b) only if set forth on Schedule 11.1(b); (c) after a Qualified IPO, Debt which is unsecured in an aggregate amount at any one time outstanding plus not to exceed the greater of (x) $75,000,000 and (y) 2.50% of Consolidated Total Assets at the time of Incurrence; provided that (i) no Unmatured Event of Default or Event of Default shall have occurred and be continuing on the date of incurrence of such Debt or could reasonably be expected to occur as a result thereof, (ii) the aggregate principal amount documents governing such Debt do not contain covenants (including quantitative covenants and financial covenants) which are, taken as a whole, more restrictive in any material respect than the covenants contained in this Agreement (other than covenants or other provisions (x) applicable only to periods after the Maturity Date then in effect or (y) made applicable to this Agreement), (iii) the final maturity of all such Debt permitted under Section 9.02(gshall be no earlier than ninety days after the Maturity Date then in effect and (iv) at any one time outstanding the weighted average life to maturity of such Debt shall not exceed $25,000,000 in be shorter than the aggregate. weighted average life to maturity of any Loans or Commitments outstanding as of the time of the issuance thereof; provided that clauses (ci), (ii) intercompany Debt owing by and (iii) shall not apply to any bridge facility on customary terms if the Borrower or any Guarantor long-term indebtedness that such bridge facility is to the Borrower or any Guarantorbe converted into satisfies such clauses. (d) Hedging Obligations incurred so long as of the time of incurrence they were entered into for bona fide hedging purposes and not for speculation and Debt constituting a guaranty by incurred in the Parentordinary course of business in respect of netting services, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02.overdraft protections and otherwise in connection with deposit accounts; (e) Senior Notes Debt (including with respect to Financing Lease Obligations and related Senior Notes purchase money Debt) of the Company and/or any Subsidiary Incurred to finance the acquisition, construction, lease, expansion, development, installation, repair, replacement, relocation, renewal, maintenance, upgrade or improvement of property (real or personal), equipment or any other asset (whether through the direct purchase of property, equipment or other assets or any Person owning such property, equipment or other assets); provided that, at the time of incurrence thereof and after giving pro forma effect thereto and the use of the proceeds thereof, the aggregate principal amount of such Debt then outstanding pursuant to this clause (e) (when aggregated with the aggregate principal amount of Refinancing Debt Incurred pursuant to Section 6.01(n) in respect of such Debt then outstanding) shall not, except as contemplated by Section 6.01(n), exceed an amount equal to the greater of (x) $25,000,000 and (y) 1.50% of Consolidated Total Assets at the time of incurrence; (f) Guarantee Obligations arising with respect to customary indemnification obligations in favor of sellers, adjustment of purchase price or similar obligations or from guaranties or letters of credit, surety bonds, performance bonds or similar obligations securing the performance of the Company or any Subsidiary pursuant to such Senior Notes are issuedagreements, in each case in connection with Acquisitions permitted under Section 11.4 and purchasers in connection with dispositions permitted under Section 11.4; (g) Guarantee Obligations arising with respect to guaranties (which may include payment obligations) provided by the Company or any Subsidiary on behalf of the Company or any Subsidiary in the ordinary course of business; (h) (i) Debt of the Company to any Subsidiary and (ii) Debt of any Subsidiary to the Company or any other Subsidiary; provided that (A) Debt of any Subsidiary that is not a Loan Party owing to any Loan Party shall be subject to Section 11.9 and (B) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; (i) Debt of the Company or any Subsidiary (excluding Guarantee Obligations) in an aggregate amount at any one time outstanding not to exceed (i) prior to a Qualified IPO, the greater of (x) $25,000,000 and (y) 1.50% of Consolidated Total Assets at the time of Incurrence, and (ii) after a Qualified IPO, the greater of (x) $75,000,000 and (y) 2.50% of Consolidated Total Assets at the time of incurrence; (j) assumed Debt of any Person that becomes a Subsidiary after the Effective Date; provided that (i) on a pro forma basis after giving effect to the incurrence of such Senior Notes Debt, the Borrower is Company will be in pro forma compliance with the financial covenant in Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any 11.12.2 as of the Senior Notes last day of the most recently ended Computation Period, (ii) such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation or in connection with such Person becoming a Subsidiary, (iii) neither the Company nor any Subsidiary that was not an obligor with respect to such Debt prior to such Person becoming a Subsidiary shall become an obligor for such Debt; and (iv) such Debt shall not be secured by a Lien on any property of the Company or any Subsidiary that did not secure such Debt prior to such Person becoming a Subsidiary (except for proceeds and the products thereof and, in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender); provided, further, that, (i) the principal amount of such Debt is not increased (other than by the costsprior to a Qualified IPO, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) the aggregate principal amount of all Debt described that is not listed on Schedule 11.1(j) incurred in reliance of this Section 9.02(gclause (j) shall not exceed the greater of (x) $25,000,000 and (y) 1.5% of Consolidated Total Assets at any one time outstanding plus and (ii) after a Qualified IPO, the aggregate principal amount of all Debt permitted under Section 9.02(bthat is not listed on Schedule 11.1(j) incurred in reliance of this clause (j) shall not exceed the greater of (x) $50,000,000 and (y) 3.0% of Consolidated Total Assets at any one time outstanding does not exceed $25,000,000 outstanding; (k) Debt of the Company or any Subsidiary (other than any letter of credit) (i) pursuant to tenders, statutory obligations, bids, leases, governmental contracts, trade contracts, surety, stay, customs, appeal, performance or return of money bonds or other similar obligations incurred in the aggregate.ordinary course of business and (ii) in respect of surety bonds, performance bonds or similar instruments to support any of the foregoing items;

Debt. The Parent and the Borrower will notNo Credit Party shall, and will not nor shall it permit any Restricted Subsidiary of its Subsidiaries to, create, assume, incur, create, assume or suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) (i) the Loans or other Obligations arising under and (ii) the Loan Documents.Banking Services Obligations; (b) Debt under existing on the date hereof and set forth in Schedule 6.1 and extensions, refinancings, refundings, replacements and renewals of any such Debt subject to the last sentence of this Section 6.1. (c) intercompany Debt incurred by any Credit Party owing to any other Credit Party; (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the last sentence of this Section 6.1, and including those set forth on Schedule 6.1) in an aggregate outstanding principal amount not to exceed $15,000,000 at any time; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (g) unsecured Debt of the Borrower evidenced by bonds, debentures, notes or other similar instruments (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the last sentence of this Section 6.1); provided that, (i) the scheduled maturity date of such Debt shall not be earlier than one year after the Maturity Date, (ii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments which are customary with respect to such type of Debt and that constitutes Purchase Money Indebtednessare triggered upon change in control and sale of all or substantially all assets, (v) the aggregate amount of such Debt shall not exceed $100,000,000, and (vi) the agreements and instruments governing such Debt shall not contain (A) (i) any financial maintenance covenants that are more restrictive than those in this Agreement, or (ii) any other affirmative or negative covenants that are, taken as a whole, materially more restrictive than those set forth in this Agreement; provided that the sum inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (A), (B) any restriction on the ability of the Borrower or any of its Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Credit Documents, (C) any restrictions on the ability of any Subsidiary of the Borrower to guarantee the Secured Obligations (as such Secured Obligations may be amended, supplemented, modified, or amended and restated), provided that a requirement that any such Subsidiary also guarantee such Debt shall not be deemed to be a violation of this clause (C), (D) any restrictions on the ability of any Subsidiary or the Borrower to pledge assets as collateral security for the Secured Obligations (as such Secured Obligations may be amended, supplemented, modified, or amended and restated), or (E) any restrictions on the ability of any Subsidiary or the Borrower to incur Debt under this Agreement or any other Credit Document other than a restriction as to the outstanding principal amount of such Debt in excess of $220,000,000; (h) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (i) Debt of the Borrower or any Subsidiary that is non-recourse to the Borrower and its Subsidiaries and that is assumed by such Person in connection with any Permitted Acquisition (or, if such Subsidiary is acquired as part of such Permitted Acquisition, existing prior thereto) and the refinancing and renewal thereof; provided, however, that (i) such Debt exists at the time of such Permitted Acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such Permitted Acquisition, (ii) that such Debt is not recourse to the Borrower or any Subsidiary or any Property thereof prior to the date of such Permitted Acquisition, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (i) shall not exceed $10,000,000; (j) Debt arising from the financing of insurance premium of the Borrower or any Subsidiary, so long as (i) such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) any unpaid amount of such Debt is fully cancelled upon termination of the underlying insurance policy, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $10,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the last sentence of this Section 6.1); provided that, (i) the aggregate principal amount of all such Debt described shall not exceed $5,000,000 at any time and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral, any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of Investments permitted by Section 6.3(d), Section 6.3(e) and Section 6.3(n); (m) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the last sentence of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall not exceed $20,000,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 9.02(b6.1 shall be subject to the following conditions: (A) at any one time outstanding plus (ii) such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of all the Debt permitted being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under Section 9.02(gthe Debt being renewed or refinanced and (B) at the covenants, events of default, subordination and other provisions thereof (including any one time outstanding guarantees thereof) shall not exceed $25,000,000 be, in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor , no less favorable to the Borrower Lenders than those contained in the Debt being renewed or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debtrefinance; provided that, at the time foregoing conditions are not, and shall not be construed as, an increase in any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is dollar limit already provided in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents 6.1 above nor an extension, refinancing, or renewal amendment of any of specific requirement set forth in Section 6.1 above, including the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding specific requirements under clause (ej) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debtabove. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate.

Debt. The Parent and Neither the Borrower nor any Subsidiary will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer permit to exist any Debt, except: (a) the Loans Notes, the Direct Pay Letter of Credit or other Obligations arising under or any guaranty of or suretyship arrangement for the Loan Documents.Notes or other Obligations; (b) Debt under Capital Leases of the Borrower or that constitutes Purchase Money Indebtedness; provided that any Subsidiary existing on the sum of (i) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 Closing Date which is reflected in the aggregate.Financial Statements or is disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) intercompany Debt owing 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 the Borrower or any Guarantor to the Borrower or any Guarantor.appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e))capital leases, (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity DateEquipment Leases, and (iii) if the Senior Notes purchase money Debt that is refinanced, renewed, or extended was subordinated which in right of payment to the Obligations, then the terms and conditions each purchase money Debt case shall not exceed 100% of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable to lesser of the Administrative Agent total purchase price and the Lenders fair market value of the Property acquired as those determined at the time of acquisition, provided all Debt incurred pursuant to this clause (d) shall not exceed $10,000,000 per fiscal year; (e) Subordinated Debt so long as the Borrower has delivered a Compliance Certificate concurrently with the issuance thereof demonstrating pro forma compliance with Article IX; (f) prepayments for services rendered in the ordinary course of business provided that no default exists in delivery of the service for which any such prepayments were applicable to the refinanced, renewed, or extended Debtmade. (g) Debt between and among the Borrower and/or any Guarantors (other Debt so long as than the Parent); (h) obligations in respect of Hedging Agreements entered into in compliance with Section 8.08; (i) surety bonds and similar instruments of the aggregate principal amount of all Debt nature and for the purposes described in this Section 9.02(gSchedule 7.02, item 1; (j) at any one time outstanding plus obligations of Waste Corporation Texas under the Installment Sale Agreement and the Related Documents; and (iik) the aggregate principal amount of all other Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 disclosed or described in the aggregateSchedule 9.01.

Debt. The Parent Guarantor and the Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans Notes or other Obligations arising under the Loan Documents. (b) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the sum of (i) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 50,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary Credit Party of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, solely with respect to Senior Notes and related Senior Note Debt (other than the Existing Senior Notes) issued after the Effective Date, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent)9.01. (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes DebtDebt or Debt issued pursuant to Section 9.02(h) or (j); provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)) and subject to Section 2.07(e) hereof), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus does not exceed $50,000,000 in the aggregate. (iih) Debt arising under the Term Loan Documents; (i) Debt under Swap Agreements permitted pursuant to Section 9.18; and (j) Debt issued in satisfaction of any Claims derived from or based upon makewhole, applicable premium, redemption premium, or other similar payment provisions under the OpCo Notes MNPA or any other alleged premiums, fees, or Claims arising from the treatment of the OpCo Notes under the Approved Plan, including any Claims for damages or other relief arising from such treatment (capitalized terms used in this Section 9.02(j) but not defined herein shall have the meanings assigned to such terms in the Plan of Reorganization as in effect on March 14, 2017) so long as the aggregate principal amount of all Debt permitted under described in this Section 9.02(b9.02(j) at any one time outstanding does not exceed $25,000,000 300,000,000 in the aggregate.

Debt. The Parent and the Borrower will not, and will not permit any Restricted Subsidiary toCreate, incur, create, assume or suffer to exist any Debt, except: (a) the Loans or other Obligations arising Debt under the Loan Documents.; (b) Guaranties in respect of Debt under Capital Leases permitted by this Section 7.03; (c) Debt outstanding on the date hereof and listed on Schedule 7.03(c) and any refinancings, refundings, renewals or that constitutes Purchase Money Indebtednessextensions thereof; provided that the sum of (i) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal 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 than by the costsreasonable amount paid, fees, premiums and fees and expenses and by accrued and unpaid interest paid reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extensionrefinancing, refinancing refunding, renewing or renewalextending Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Debt being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Debt does not exceed the then applicable market interest rate; (d) except in compliance with Capitalized Lease Obligations and Debt incurred to purchase assets, provided, (i) immediately before and after giving effect to such Debt there shall exist no Default and (ii) the preceding clause aggregate amount of all such proposed Debt shall not exceed (x) $10,000,000 during any fiscal year and (y) $25,000,000 during the term of this Agreement; (e) Subordinated Debt, provided (it being understoodi) immediately before and after giving effect to such Subordinated Debt there shall exist no Default and (ii) the aggregate amount of all such proposed Subordinated Debt shall not exceed $100,000,000; (f) Debt under the Senior Notes; (g) Debt in respect of intercompany loans between and among any of the Borrower and any Guarantor, each of which such loans shall be evidenced by a promissory note, provided that obligations pursuant to such Debt is subordinate to any Obligations under any of the Loan Documents and under the Senior Notes in form and substance satisfactory to the Administrative Agent; (h) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into in the ordinary course of business for the avoidance purpose of doubtdirectly mitigating risks associated with liabilities, that any such increase commitments, investments, assets, or property held or reasonably anticipated by the Borrower and its Subsidiaries, or changes in the principal amount value of securities issued by the Borrower and its Subsidiaries, and not for purposes of speculation or taking a “market view;” (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party, and (iii) with respect to Swap Contracts which limit or fix interest payable, a Lender or an Affiliate of a Lender is a party to such Swap Contract; (i) prior to the earlier of (i) the distribution of the Borrower to TXI’s shareholders and (ii) September 30, 2005, the TXI Advance; (j) Guaranties in respect of transactions by the Borrower or any Subsidiaries permitted under this Agreement; (k) consolidated cash management obligations in the ordinary course of business among the Borrower and the Guarantors; and (l) other unsecured Debt not otherwise permitted pursuant to this Section 7.03, provided, (i) immediately before and after giving effect to such Debt there shall be deemed to be incurred under the preceding clause (e))exist no Default, (ii) such extension, refinancing unsecured Debt shall not have (w) any scheduled amortization or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 mandatory prepayments or obligations to repurchase prior to thirty days after the Maturity Date, (x) any terms, covenants and provisions that are more restrictive on the Borrower and its Subsidiaries or less favorable to the Lenders than this Agreement and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) the aggregate principal amount of all such Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does shall not exceed $25,000,000 in the aggregate10,000,000.

Debt. The Parent and the Borrower will not, and will not permit any Restricted Subsidiary toCreate, incur, create, assume or suffer to exist exist, or permit any Debtof its Subsidiaries [Inserted: (other than the Regulated Subsidiaries)] to create, incur, assume or suffer to exist, any Debt other than pursuant to the Loan Documents, except: (ai) Debt of the Loans or other Obligations arising Borrower under the Loan Documents.; (bii) Debt of AESC or any of its Subsidiaries[Deleted: secured by a Lien over the property or assets of AESC or its Subsidiaries]; (iii) Surviving Debt; (iv) unsecured intercompany Debt owed to the Borrower or any Subsidiary to the extent permitted under Capital Leases Section 5.02(f); (v) Debt in respect of Hedge Agreements entered into in the ordinary course of business and consistent with prudent business practice to hedge or that constitutes Purchase Money Indebtednessmitigate (A) risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities as a result of fluctuations in the prices of transmission, capacity or energy (or of any fuel required for the generation thereof) or (B) risks in respect of interest rate fluctuations; provided that in each case such Hedge Agreement shall not have been entered into for speculative purposes; (vi) Debt incurred to finance all or any part of the sum acquisition, construction or improvement of any real property, physical assets or equipment (iincluding any Capital Expenditures); provided that (A) such Debt is incurred prior to, or within 90 days after such acquisition or the completion of construction or completion of improvement or such Capital Expenditure and (B) such Debt has a scheduled maturity date that is at least six calendar months after the Final Maturity Date and does not require any scheduled amortization or mandatory prepayments thereof prior to such date; provided further that the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under this Section 9.02(g5.02(b)(vi) at any one time outstanding shall not exceed $25,000,000 200,000,000 at any time outstanding; (vii) Capitalized Leases in an aggregate principal amount not in excess of $100,000,000 at any time outstanding; (viii) Debt of any Person that either (x) is merged into or consolidated with the Borrower or any Subsidiary, or (y) becomes a Subsidiary of the Borrower after the date hereof in either case in accordance with the terms of Section 5.02(f), provided that [Deleted: (a)] [Inserted: (A)] Debt is existing at the time such Person becomes a Subsidiary of the Borrower (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of the Borrower),[Deleted: (b)] [Inserted: (B): immediately after giving effect to the investment in such Subsidiary, no Default [Deleted: or Event of Default] shall have occurred and be continuing, and (C) such Debt is non-recourse to the Borrower or any other Subsidiary (other than with respect to such Person and its Subsidiaries to the extent such Debt was with recourse to such Person and/or to its Subsidiaries at the time of such investment); (ix) Debt arising from the honoring by a bank or financial institution of a check, draft or similar instrument inadvertently (except in the aggregate.case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, so long as such Debt is covered within five Business Days; (cx) intercompany Debt owing in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptance and performance and surety bonds provided by the Borrower or any Guarantor of its Subsidiaries in the ordinary course of business; (xi) Debt that may be deemed to arise as a result of agreements of the Borrower or any of its Subsidiaries providing for indemnification, adjustment of purchase price or any similar obligations, in each case, incurred in connection with the sale or disposition of any business, assets or Equity Interests in any Subsidiary of the Borrower consummated in accordance with the terms of Section 5.02(e) in an amount not to exceed with respect to any such sale or disposition the amount of gross proceeds received by the Borrower or any of its Subsidiaries in connection with such sale or disposition; (xii) Debt of the Borrower represented by letters of credit, surety bonds, Contingent Obligations and performance bonds supporting obligations of the Borrower or its Subsidiaries so long as, after giving effect to such letters of credit, surety bonds, Contingent Obligations and performance bonds (and the Investment represented thereby), the Borrower would be in compliance with Section 5.02(f)(v); (xiii) reimbursement obligations owed to Affiliates for amounts paid on behalf of the Borrower or any of its Subsidiaries in accordance with applicable requirements under PUHCA with respect to the provision of goods or services to the Borrower or any Guarantor.such Subsidiary; (dxiv) other unsecured Debt constituting of the Borrower not to exceed $150,000,000 at any time outstanding; provided such Debt has a guaranty by scheduled maturity date that is at least six calendar months later than the Parent, Final Maturity Date and does not require any scheduled amortization or mandatory prepayments thereof prior to such date; (xv) unsecured Debt in respect of obligations of the Borrower or any other Restricted Subsidiary of other its Subsidiaries to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by [Deleted: supplies] [Inserted: suppliers] on customary trade terms (which require that all such payments be made within 60 days of the incurrence of the related Debt) in the ordinary course of business and not in connection with the borrowing of money; (xvi) Debt [Inserted: in connection with the sale of accounts receivable] in an aggregate principal amount, when combined with the [Deleted: aggregate principal amount of] [Inserted: outstanding] Debt incurred [Deleted: pursuant to Section 5.02(b)(xix)] [Inserted: by Regulated Subsidiaries in connection with their sale of accounts receivable and Stranded Cost Securitizations pursuant to Section 5.02(e)(viii),] not in excess of $200,000,000 at any time outstanding[Deleted: and incurred in connection with the sale of accounts receivable pursuant to Section 5.02(e)(viii)]; (xvii) Permitted Refinancing Debt incurred in respect of any Debt permitted under clauses (i), (iii), (vi), (vii), (viii), (xiv) and (xvi) above[Inserted: ,] [Deleted: or] this clause (xvii) [Inserted: or clause (xviii) below]; (xviii) additional unsecured Debt for Borrowed Money issued or incurred the proceeds of which are used to make Capital Expenditures required to be incurred made in order to comply with Applicable Laws regarding the environment or the transmission of electricity or natural gas; provided that (A) the scheduled maturity date for such Debt is a date that is at least six calendar months after the Final Maturity Date and does not require any scheduled amortization or mandatory prepayments thereof prior to such date, (B) such Debt contains covenants and events of default which, taken as a whole, are determined in good faith by a Responsible Officer of the Borrower to be no less favorable to the Borrower or the applicable Subsidiary in any material respect than the covenants and Events of Default under this Section 9.02. Agreement, (eC) Senior Notes no Default [Deleted: or Event of Default] shall have occurred and related Senior Notes Debt; provided thatbe continuing, at the time any such Senior Notes are issued, after giving effect and (D) prior to the incurrence or issuance of such Senior Notes Debt, the Borrower is in shall have delivered to the Administrative Agent a certificate demonstrating pro forma compliance with the covenants set forth in Section 9.01 (calculated in a manner reasonably acceptable to 5.04 for the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal period of any four consecutive fiscal quarters ending on the last date of the Senior Notes Debt; provided that, (i) last completed fiscal quarter immediately preceding the principal amount proposed date of incurrence of such Debt is not increased (other than on the assumption that such incurrence of Debt under this clause occurred on the first day of such four fiscal quarter period and using historical results of the Borrower and its Subsidiaries for such period); (xix) [Deleted: unsecured Debt incurred to refinance up to $85,000,000 of those certain 6.375% Notes due June 2004 issued by the costsWPPC; and ] [ Intentionally Omitted ] (xx) secured or unsecured Debt owed to PNC Bank, fees, premiums and expenses and by accrued and unpaid interest paid National Association from time to time in connection with any such extension, refinancing the extension of credit to the Borrower or renewal) except in compliance with the preceding clause (e) (it being understood, its Subsidiaries for the avoidance account of doubt, that any such increase in one or more employees or departments of the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing Borrower or renewal does not result in any principal amount owing its Subsidiaries in respect of Senior Notes Debt becoming due earlier than costs and expenses incurred by such employees or departments in connection with the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right conduct of payment to the Obligations, then the terms and conditions business on behalf of the refinancing, renewal, Borrower or extension Debt must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) the its Subsidiaries in an aggregate principal amount of all Debt described in this Section 9.02(g) not to exceed [Deleted: $3,000,000] [Inserted: $6,000,000] at any one time outstanding plus outstanding.” (iih) To amend clause (i)(C) of Section 5.02(d) of the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 Credit Agreement by deleting the words “wholly owned” in the aggregatesecond last line thereof. (i) To amend clauses (iii), (vi) and (viii) of Section 5.02(e) of the Credit Agreement by inserting the text that appears below as bolded and underlined text and deleting the text that appears below as struck through, as the case may be, and to delete the period at the end of clause (x) thereof and replace it with a semi-colon:

Debt. The Parent and the Borrower Sellers will not, and nor will not it permit any Restricted Subsidiary to, incur, create, assume incur or suffer to exist any Debt, except: (ai) the Loans or other Obligations Debt arising under this Agreement or existing on the Loan Documentsdate hereof and described in Schedule III hereto. (bii) Debt arising under Capital Leases Hedging Program. (iii) Debt of the Sellers under agreements approved by the Majority Buyers in effect from time to time, whether accounted for as a sale or a financing. (iv) Debt incurred under Supplemental Facilities provided that constitutes Purchase Money Indebtedness; (A) such Debt is approved by the Agent, and (B) if such Debt when combined with all Supplemental Facilities is in excess of [***], such Debt is approved by the Agent and the Majority Buyers. (v) Debt incurred with institutional lenders and/or the ▇▇▇▇▇▇▇▇ Group, LLC for general working capital purposes, other than Debt under a Supplemental Facility, in an amount not to exceed [***] in the aggregate, provided that any Debt to the ▇▇▇▇▇▇▇▇ Group, LLC must be unsecured and subordinate to the obligations of the Sellers under this Agreement. (vi) Debt incurred under Permitted Servicing Facilities, provided that the sum aggregate maximum available amount under all Permitted Servicing Facilities shall not exceed [***] of the Appraised Value. (ivii) Debt secured by mortgage loan servicing rights provided that such Debt is approved by the Majority Buyers. (viii) Debt evidenced by one or more unsecured promissory notes incurred in connection with the redemption, repurchase or other acquisition or retirement of any of capital stock of the Sellers, provided that (A) the aggregate principal total amount of all Debt described in this Section 9.02(b) outstanding thereunder shall not exceed at any one time outstanding plus [***], (iiB) the aggregate principal amount of all Debt payments under such notes are made from Cash Dividends permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent13(1). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iiiC) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment such notes are unsecured and subordinate to the Obligations, then the terms and conditions obligations of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended DebtSellers under this Agreement. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate.

Debt. The Parent and the Borrower will not, and will Shall not create or permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:including, without limitation, any guaranties or other contingent obligations, except the following (“Permitted Debt”): (a) the Loans or other Obligations arising under the Loan Documents.The Obligations; (b) Indorsement of Items for collection in the ordinary course of business; (c) Debts which are payable to suppliers and other trade creditors and were incurred in the ordinary course of business, on ordinary and customary trade terms; (d) Purchase money Debt under Capital Leases or that constitutes Purchase Money Indebtednessincurred to purchase Equipment; provided that the sum amount of such Debt shall not at any time (i) exceed the aggregate principal amount purchase price of all Debt described in this Section 9.02(b) at any one time outstanding plus the Equipment purchased, or (ii) with respect to Equipment purchased after the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not Closing Date, exceed $25,000,000 5,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02.; (e) Senior Notes and related Senior Notes Debt; provided that, at Subordinated Debt evidenced by the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt▇▇▇▇▇▇▇ Debt Documents, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable ▇▇▇▇▇▇▇▇ Debt Documents and the ▇▇▇▇▇ Debt Documents, subject to the Administrative Agent).each Subordination Agreement applicable thereto; (f) Debt that represents an extensionlisted in Schedule 7.1, refinancingattached hereto and made a part hereof, to the extent such Debt exists as of the Closing Date and is not otherwise permitted by this Section 7.1, together with any Debt incurred in any refinancing or renewal of any of the Senior Notes Debt; provided thatthereof (each, (i) a “Refinancing”), so long as the principal amount of such Debt Refinancing is not increased greater than the then outstanding principal amount of such Debt, the effective, all-in rate of interest rate to such Refinancing (other including, without limitation, any applicable margin or spread thereto) is no greater than by the costseffective, feesall-in rate of interest applicable to such Debt, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal Refinancing does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier amortize more quickly than the amortization applicable to such Debt, the maturity date that of such Refinancing is 91 no sooner than one hundred eighty (180) days after the Maturity date specified in clause (a) of the definition of “Termination Date,” and the covenants, representations, warranties, and (iii) if the Senior Notes Debt that is refinanced, renewed, events of default related to such Refinancing are no more rigorous or extended was subordinated in right of payment onerous as to the 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 Administrative Agent and the Lenders as Credit Party party thereto than those that were applicable to the refinanced, renewed, or extended existing in connection with such Debt.; (g) other Debt so long as of any Subsidiary to a Borrower or another Subsidiary; or (ih) the aggregate principal amount of all Any Debt described in this Section 9.02(g) at incurred under any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 Hedge Agreements entered into in the aggregateordinary course of business and not for speculative purposes with a counterparty reasonably acceptable to Lender.

Debt. The Parent and the Borrower will notNot, and will not permit any Restricted Subsidiary other Loan Party to, create, incur, create, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Loans or other Obligations arising under the Loan Documents.; (b) Debt under Capital Leases or that constitutes Purchase Money Indebtednesssecured by Liens permitted by Section 11.2(d), and extensions, renewals and refinancings thereof; provided that the sum of (i) the aggregate principal amount of all such Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed Five Million Dollars ($25,000,000 in the aggregate.5,000,000.00); (c) intercompany Debt owing by of the Borrower Company to any domestic Wholly-Owned Subsidiary or Debt of any Guarantor domestic Wholly-Owned Subsidiary to the Borrower Company or any Guarantor.another domestic Wholly-Owned Subsidiary; provided that such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to the Administrative Agent, and the obligations under such demand note shall be subordinated to the Obligations of the Company hereunder in a manner reasonably satisfactory to the Administrative Agent; (d) Debt constituting Hedging Obligations incurred in favor of a guaranty by the Parent, the Borrower Lender or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02.an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Senior Notes Debt described on Schedule 11.1 and related Senior Notes Debtany extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the initial Loans hereunder); (g) Contingent Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Acquisitions permitted under Section 11.4 and purchasers in connection with Asset Disposition permitted under Section 11.4; (h) Debt assumed or issued in connection with Acquisitions permitted under Section 11.4, so long as such Debt would not cause a violation of the maximum aggregate debt covenant set forth in Section 11.4(c)(iii)(C); and (i) indebtedness for borrowed money in an aggregate principal amount not to exceed One Hundred Million ($100,000,000.00); provided that, at the time any such Senior Notes are issued, that (a) immediately before and immediately after giving effect thereto on a Pro Forma Basis, there shall exist no Event of Default or Unmatured Event of Default, (b) immediately before and immediately after giving effect thereto on a Pro Forma Basis, the Company shall be in compliance with the financial covenants set for in Section 11.12, (c) the covenants, defaults or events of default with respect to such indebtedness shall not be more restrictive as to any Loan Party than the incurrence covenants, defaults, Unmatured Events of Default and Events of Default hereunder and (d) if secured, the Company, the Administrative Agent (on behalf of itself and the Lenders) and the lenders with respect to such Senior Notes Debt shall have entered into an intercreditor agreement or similar document regarding the Liens securing such Debt, the Borrower is which shall be in pro forma compliance with Section 9.01 (calculated in a manner form and substance reasonably acceptable satisfactory to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate.

Debt. The Parent and the Borrower United Meridian will not, not and will not permit any Restricted Subsidiary toof its Subsidiaries, including the Company, to incur, create, assume or suffer to exist any Debt, except: (a) the Loans or other Obligations arising under Indebtedness and the Loan Documents.Canadian Indebtedness and any guarantees thereof; (b) Debt of United Meridian and its Subsidiaries, including the Company, existing on the date of this Agreement which is reflected in the Financial Statements or is disclosed in Schedule 9.01, and any renewals, refinancings and extensions thereof; (c) Debt created under Capital Leases leases which, in accordance with generally accepted accounting principles in effect on the date of this Agreement, have been recorded or that constitutes Purchase Money Indebtednessshould have been recorded as capital leases, in an aggregate amount not to exceed $10,000,000 at any one time outstanding; provided that UMC Canada may not incur, create, assume or suffer to exist any Debt under this Section 9.01(c) in an aggregate amount in excess of $2,000,000 at any one time outstanding; (d) Debt of any Subsidiary of the sum Company which is not a Material Subsidiary, on terms approved by the Administrative Agent and the Co-Agents (which approval shall not be unreasonably withheld), which Debt is Non-recourse (except to the extent permitted in Section 9.01(m)) to United Meridian and its Subsidiaries, except to the stock (or other ownership interest) of the Subsidiary owing such Debt and to the Property of such Subsidiary, provided that such Property is not included in the most recent calculation of the Borrowing Base; (e) (i) Subordinated Debt incurred pursuant to the Indenture and any refinancings permitted by Section 9.20(a) of this Agreement or a consent thereunder; provided that in no event may the aggregate principal amount of all Subordinated Debt described in this Section 9.02(b) exceed $150,000,000 at any one time outstanding plus without the consent of all of the Lenders and Canadian Lenders, and (ii) other Subordinated Debt that is issued on terms reasonably satisfactory to each of the aggregate principal amount Administrative Agent and the Co-Agents with respect to maturity, interest rate, covenants and subordination language and any refinancings thereof permitted by Section 9.20(a) of all this Agreement or a consent thereunder, provided that in connection with the issuance of any such Subordinated Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate. this clause (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parentii), the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower Borrowing Base is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent).redetermined; (f) Without limitation of Section 9.01(h), Debt that represents an extension, refinancing, of United Meridian or renewal of any of its Subsidiaries, including the Senior Notes DebtCompany, created, incurred or assumed after the date hereof; provided that, (i) that the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the aggregate outstanding principal amount of such Debt shall not exceed $10,000,000 at any one time outstanding; (g) Debt owed by United Meridian or any of its Subsidiaries to United Meridian or any of its Subsidiaries to the extent permitted by Sections 9.03; provided such Debt is on terms (including, without limitation, subordination provisions) reasonably satisfactory to the Administrative Agent (which approval shall not be deemed to be incurred under the preceding clause unreasonably withheld); (e)h) Without limitation of Section 9.01(f), (ii) Debt under or attributable to letters of credit not issued pursuant to this Agreement in an amount not to exceed $5,000,000 in the aggregate at any one time outstanding; provided that the aggregate fees associated with having such extension, refinancing letters of credit issued on behalf of the Company or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier its Subsidiaries are less than the date that is 91 days after fees specified in Section 2.04 for the Maturity Dateissuance of Letters of Credit in the same amounts; (i) Debt, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the on terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable to approved by the Administrative Agent and the Lenders as those that were applicable Co- Agents (which approval shall not be unreasonably withheld), incurred by partnerships, of which the Company or any Subsidiary is a general partner and which Debt is Non-recourse to the refinanced, renewed, Company or extended Debt.such Subsidiary for the payment thereof (including no recourse to the Company's or such Subsidiary's interest in such partnership); (gj) other Debt so long as under the Havre Credit Facility; (ik) Debt not to exceed $20,000,000 in the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus under guarantees or other similar surety obligations with respect to Debt owed by the Government of Equatorial Guinea or any Person exercising rights of a sovereign on its behalf; (iil) Debt not to exceed $10,000,000 in the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does under completion guarantees, performance guarantees or other similar surety obligations with respect to Debt related to the proposed Abidjan LPG plant; (m) Without limitation of Section 9.01(l), Debt not to exceed $25,000,000 10,000,000 in the aggregateaggregate at any one time outstanding under completion guarantees, performance guarantees or other similar surety obligations with respect to Debt that is either (1) Debt described in Section 9.01(d) or (2) Debt of Persons who are not Subsidiaries of United Meridian which is Non-recourse to United Meridian and its Subsidiaries and any of their Property except to the stock (or other ownership interest) of the Person owing such Debt; and (n) Endorsements of checks and other instruments in the ordinary course of business for purposes of collection.

Debt. The Parent Guarantor and the Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans Notes or other Obligations arising under the Loan Documents. (b) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the sum of (i) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 50,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary Credit Party of other Debt permitted to be incurred under this Section 9.02. (e) Existing Senior Notes and related Existing Senior Notes Debt; provided that, solely with respect to Senior Notes and related Senior Note Debt (other than the Existing Senior Notes) issued after the Effective Date, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent).9.01.. (f) Debt that represents an extension, refinancing, or renewal of any of the Existing Senior Notes DebtDebt or Debt issued pursuant to Section 9.02(hg) or (ji); provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)) and subject to Section 2.07(e) hereof), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Existing Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Existing Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt, (iv) such Debt is not guaranteed by or otherwise have recourse to any obligors not obligated on the Debt being refinanced and (iv) such Debt does not otherwise have a payment priority senior in any way to the Debt being refinanced. (g) other Debt so long as (i) arising under the Term Loan Documents; provided that the aggregate principal amount of all such Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 50,000,000 in the aggregateaggregate amount of the Term Loan Exposure on the Third Amendment Effective Date plus any increase in the principal amount due to interest paid in kind or capitalized. (h) Debt arising under the Term Loan Documents;

Debt. The Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans Notes or other Obligations 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) The Senior Notes 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 or that constitutes Purchase Money Indebtedness; provided that the sum of (i) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not to exceed $25,000,000 50,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty 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 Parent, operation of the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02Oil and Gas Properties. (e) Senior Notes intercompany Debt between the Borrower and related Senior Notes Debtany Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.06(g); provided thatthat such Debt is not held, at assigned, transferred, negotiated or pledged to any Person other than the time Borrower or one of its Subsidiaries, and, provided further, that any such Senior Notes are issued, after giving effect Debt owed by either the Borrower or a Guarantor shall be subordinated to the incurrence of such Senior Notes Debt, Indebtedness on terms set forth in the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent)Guaranty Agreement. (f) Debt that represents an extensionsecured by Liens permitted by Section 9.03(d) and Section 9.03(e), refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such which does not exceed $50,000,000 in the aggregate at any one time. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing outstanding under one or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in more unsecured short term credit facilities the principal amount of which does not exceed $50,000,000 in the aggregate. (i) Debt and any guarantees thereof by the Guarantors (including any Persons becoming Guarantors simultaneously with the incurrence of such Debt), provided that: (i) immediately before, and after giving effect to, the incurrence of any such Debt shall be deemed to be incurred under (and any concurrent repayment of Debt with the preceding clause (eproceeds of such incurrence)), no Default exists or would exist, (ii) the cash pay interest rate on such extensionDebt is reasonably satisfactory to the Administrative Agent, refinancing or renewal (iii) such Debt does not result in have any scheduled amortization of principal amount owing in respect of Senior Notes prior to the Maturity Date, (iv) such Debt becoming due has a stated maturity no earlier than the date that is 91 days one year after the Maturity Date, (v) such Debt does not have mandatory redemption events that are not Events of Default hereunder, (vi) such Debt does not prohibit prior repayment of Loans, and (iiivii) if at the Senior Notes time any such Debt that is refinancedincurred, renewed, or extended was subordinated the Borrowing Base then in right of payment effect shall be automatically reduced by an amount equal to the Obligationsproduct of 0.30 multiplied by the stated principal amount of such Debt, then the terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable rounded to the Administrative Agent nearest $1,000,000, and the Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such issuance or assumption, effective and applicable to the Borrower, the Agents, each Issuing Bank and the Lenders as those that were applicable on such date until the next redetermination or modification thereof hereunder. For purposes of this Section 9.02(i), the “stated principal amount” shall mean the stated face amount of such Debt without giving effect to the refinanced, renewed, or extended Debtany original issue discount. (gj) other Debt so long as (i) not to exceed $50,000,000 in the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus outstanding. (iik) Any renewals, refinancings or extensions of (but, except to the aggregate principal amount extent permitted herein, not increases in) any Debt described in clauses (b), (c), (f) and (i) of all this Section 9.02; provided, however, that any refinancing of Debt permitted under Section 9.02(bdescribed in clause (i) at any one time outstanding does not exceed $25,000,000 in shall comply with the aggregateprovisions of such clause (i).

Debt. The Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume assume, or suffer permit to exist any Debt, except: (a) Debt to the Loans or other Obligations Banks pursuant to the Loan Documents and Debt arising under the Loan Documents.1999 Senior Note Agreement, provided that the 1999 Senior Note Agreement is entered into on terms which, taken as a whole, are not materially less favorable to the Borrower than the terms set forth in the draft Summary of Proposed Terms attached as Schedule 8.1 hereto; (b) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the sum of (i) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate. amount disclosed on Schedule 6.9 (c) intercompany Debt owing by including any advances made on or after the Borrower or any Guarantor Closing Date pursuant to the Borrower commitments to lend disclosed on Schedule 6.9) hereto and any extensions, renewals or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence refinancings of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) existing Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, so long as (i) the principal amount of such Debt is after such renewal, extension or refinancing shall not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in exceed the principal amount of such Debt shall be deemed which was outstanding immediately prior to be incurred under the preceding clause (e))such renewal, extension or refinancing, and (ii) such extensionDebt shall not be secured by any assets other than assets securing such Debt, refinancing if any, prior to such renewal, extension or renewal does refinancing; (c) Debt of the Borrower to any Subsidiary or of any Subsidiary to the Borrower or another Subsidiary; provided a Credit Subsidiary may not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Dateincur, and (iii) if the Senior Notes Debt that is refinancedcreate, renewedassume, or extended was subordinated in right of payment permit to exist any Debt owed by that Credit Subsidiary to an Insurance Subsidiary except any such Debt existing on the Obligations, then the terms Closing Date which is disclosed on Schedule 6.9 hereto and conditions other Debt of the refinancingtype permitted by Section 8.5(l)(i); (d) Debt (i) under Interest Rate Protection Agreements having an aggregate notional amount at any one time outstanding not to exceed Sixty-Five Million Dollars ($65,000,000.00) or (ii) under Interest Rate Protection Agreements entered into to mitigate the interest rate risk of Debt incurred by the Credit Subsidiaries and otherwise permitted by clause (e) below; provided that, renewalin each case, each counterparty shall be rated in one of the three highest rating categories of S&P or extension Mood▇'▇; (e) Debt must include subordination terms of a Credit Subsidiary incurred in the ordinary course of its credit card or student loan operations, provided that such Debt (i) is secured by credit card receivables and/or student loans or (ii) represents unfunded commitments to provide credit card or student loans; (f) Guaranties given in the ordinary course of business with respect to surety and conditions that are at least as favorable to the Administrative Agent appeal bonds, performance and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt.return-of-money bonds and other similar obligations; (g) other Debt so long as constituting obligations to reimburse worker's compensation insurance companies for claims paid by such companies on the Borrower's or a Subsidiary's behalf in accordance with the policies issued to the Borrower and the Subsidiaries; (h) Debt (i) assumed by the Borrower or a Subsidiary in connection with an acquisition permitted hereby; and (ii) Debt of a Person which becomes a Subsidiary after the date hereof in an acquisition permitted hereby which Debt was in existence at the time such Person became a Subsidiary; provided that no Default exists or would result therefrom and no such Debt shall have been created or incurred in connection with or in anticipation of the acquisition in question (provided that this clause (h) shall not prohibit Debt otherwise permitted to be incurred, created or assumed under the other provisions of this Section 8.1); (i) Guarantees by the Borrower or any Subsidiary of Debt of a Subsidiary permitted hereby or of operating leases of a Subsidiary entered into in the ordinary course of business; provided that no Insurance Subsidiary may guarantee Debts or any operating lease of a Credit Subsidiary; (j) In addition to the Debt described in clauses (a) through (i) above, the following: (i) Unsecured Debt of the Borrower and the Subsidiaries; and (ii) Debt secured by purchase money Liens permitted by Section 8.2 (g); provided that (x) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus under the permissions of items (i) and (ii) the aggregate principal amount of all Debt permitted under Section 9.02(bthis clause (j) shall never exceed Twenty-Five Million Dollars ($25,000,000); (y) at the time of the incurrence, creation, or assumption of any one of such Debt, no Default shall have occurred and be continuing; and (z) such Debt shall be permitted by the Senior Note Agreements; provided that a Credit Subsidiary may not rely on the permissions given by this clause (j) to incur, create, assume or permit to exist any Debt owing by it to any Insurance Subsidiary; and (k) In addition to the Debt described in clauses (a) through (j) above, unsecured Debt of the Borrower or a Subsidiary which is subordinated to the Obligations on terms acceptable to the Required Banks and which is otherwise provided on terms acceptable to the Required Banks; provided that at the time outstanding does of the incurrence, creation, or assumption of any of such Debt, no Default shall have occurred and be continuing; such Debt shall be permitted by the Senior Note Agreements; and such Debt, if owed by a Credit Subsidiary, shall not exceed $25,000,000 in be owed to an Insurance Subsidiary unless such Debt is of the aggregatetype permitted by Section 8.5 (l)(i).

Debt. (a) The Parent and the Borrower will not, and will shall not permit at any Restricted Subsidiary to, time incur, create, assume or suffer permit to exist any Debt, ; except: (ai) the Loans or other Obligations arising under the Loan Documents.Obligations; (bii) Debt owing to any Subsidiary of the Borrower (other than Finsub), and Debt owing to Finsub in connection with the Receivables Program; (iii) Debt outstanding on the Closing Date of this Agreement as set forth in Section 5.04 of the Disclosure Schedule; (iv) Debt of the Borrower under Capital Leases or in respect of the Senior Notes; provided, that, that constitutes Purchase Money Indebtedness; provided that the sum of (i) the aggregate principal amount of all of such Debt described in shall not exceed $100,000,000; (v) Debt under Hedging Agreements entered into to hedge interest rate, foreign currency exchange rate or commodity price risk, and not for speculative purposes; (vi) any Debt arising out of the refinancing, extension, renewal or refunding of any Debt permitted by any of the foregoing clauses of this Section 9.02(b6.21, provided, that, the amount of such debt does not exceed the outstanding amount of the Debt so refinanced, extended, renewed or refunded; (vii) at Debt, in addition to Debt permitted under the other clauses of this Section 6.21, provided, that, the Borrower shall not incur, create, assume or permit to exist any one time outstanding plus (ii) Debt under this Section 6.21 if the incurrence, creation, assumption or existence of any such Debt shall result in a Default or Event of Default or if the aggregate principal amount of all such Debt permitted incurred pursuant to this clause (vii) would result in the Consolidated Leverage Ratio as of the most recent Covenant Determination Date, as determined on a Pro Forma Basis, exceeding the maximum Consolidated Leverage Ratio then in effect under Section 9.02(g6.03; and (viii) at any one time outstanding prior to the Closing Date, Debt pursuant to the Borrower's existing $360,000,000 credit facility governed by the Credit Agreement, dated as of July 1, 1997, and its existing $200,000,000 credit facility governed by the Credit Agreement, dated as of December 10, 1998, which Debt shall not exceed $25,000,000 be paid in full on or prior to the aggregateClosing Date. (cb) intercompany Any Subsidiary of the Borrower shall not at any time incur, create, assume or permit to exist any Debt; except: (i) Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor.other Subsidiary of the Borrower (other than Finsub), and Debt owing to Finsub in connection with the Receivables Program; (dii) Receivables Program Attributed Debt of Finsub incurred pursuant to the Receivables Program Documents in an amount in the aggregate at any time outstanding, which when combined (without duplication) with (A) Debt constituting a guaranty secured by the Parentliens under Section 6.07(k), (B) sale and leaseback transactions permitted by Section 6.23 and (C) Debt outstanding under Section 6.21(b)(iii), shall not exceed an amount equal to twenty-five (25%) of Maximum Permitted Total Debt; and (iii) Debt, in addition to Debt permitted under clauses (i) and (ii) of this Section 6.21(b), provided, that, the aggregate outstanding principal amount of Debt of all of the Subsidiaries of the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this clause (iii) of Section 9.02. 6.21(b) in the aggregate at any time outstanding, which when combined (ewithout duplication) Senior Notes with (A) Debt secured by liens under Section 6.07(k), (B) sale and related Senior Notes leaseback transactions permitted by Section 6.23 and (C) Receivables Program Attributed Debt, shall not exceed an amount equal to twenty-five (25%) of Maximum Permitted Total Debt; provided provided, further, that, at the time any such Senior Notes are issued, after giving effect to the incurrence no Subsidiary of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extensionshall incur, refinancingcreate, assume, or renewal permit to exist any Debt under this Section 6.21(b) if the incurrence, creation, assumption or existence of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect a Default or Event of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended DebtDefault. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate.

Debt. The Parent and the Borrower will not, and It will not permit any Restricted Subsidiary tocreate, incur, create, assume or suffer to exist exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (ai) in the Loans case of the Borrower, (A) Debt outstanding on the Closing Date under the 11.125% Senior Secured Notes due April, 2009, and (B) Debt issued in the capital markets, having a maturity no earlier than 90 days after the Maturity Date, shall have no mandatory prepayments, redemptions or other Obligations arising defeasements or be otherwise payable prior to 90 days after the Maturity Date and shall be in an aggregate principal amount not to exceed the sum of $200,000,000 and any over allotment thereof at any time outstanding, provided such Debt is secured by a Lien on the Collateral that is junior to the Lien granted to the Lenders or is otherwise subordinated on terms acceptable to the Required Lenders, and (ii) in the case of the Borrower and its Subsidiaries, (A) Debt under the Loan Documents., (bB) Debt under Capital Leases outstanding on the Amendment No. 2 Effective Date and any Debt extending the maturity of, or that constitutes Purchase Money Indebtedness; refunding or refinancing, in whole or in part, any such Debt, provided that the sum terms of (i) the aggregate principal amount any such extending, refunding or refinancing Debt, and of all Debt described any agreement entered into and of any instrument issued in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt connection therewith, are otherwise permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the ParentLoan Documents, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt further that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall not be deemed increased above the sum of (i) principal amount thereof outstanding immediately prior to be incurred under the preceding clause (e))such extension, refunding or refinancing, and (ii) any fees and expenses in connection therewith, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refinancing refunding or renewal does not result refinancing, (C) Debt in any an aggregate principal amount owing in respect of Senior Notes Debt becoming due not to exceed $130,000,000 at any time outstanding secured by real property provided such debt matures no earlier than the date that than, and has no mandatory prepayments, redemptions or defeasements or is 91 days otherwise payable prior to 90 days, after the Maturity Date, (D) Debt of the Borrower to any Subsidiary of the Borrower or of any Subsidiary to the Borrower or any other Subsidiary of the Borrower, (E) Debt permitted to be secured by Liens in accordance with Section 5.07(v), (vi) or (vii); (F) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and in accordance with prudent business practices, (G) Debt in respect of trade letters of credit in an aggregate amount not to exceed $25,000,000 at any time outstanding, (H) Debt arising under the Electronic Wire and Cable Product Purchase Agreement, as amended, and (iii) if related agreements, between the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent Borrower and the Lenders as those that were applicable to the refinanced▇▇▇▇▇▇ Communication Division, reneweda division of ▇▇▇▇▇▇ line, or extended Debt.and (gI) other Debt so long as (i) not to exceed in the aggregate principal amount of all Debt described in this Section 9.02(g) $50,000,000 at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregateoutstanding.

Debt. The Parent and the Borrower will notNot, and will not permit any Restricted Subsidiary other Loan Party to, incur, createpermit to remain outstanding, assume or suffer to exist in any way become committed for Debt, except: (a) Debt incurred hereunder or to any Lender or the Loans or other Obligations arising under the Loan Documents.Administrative Agent; (b) Debt under Capital Leases existing on the date hereof as listed in Schedule 11.1 hereto and any extension, renewal or that constitutes Purchase Money Indebtednessrefinancing thereof so long as the principal amount thereof is not increased; (c) Debt with respect to which the Required Lenders have given the Company prior written consent; (d) Debt Secured by a Lien set forth in clause (vi) of the definition of Permitted Liens and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (e) unsecured Debt of a Loan Party to any other Loan Party; (f) ordinary course Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (g) unsecured seller Debt which represents all or part of the purchase price payable in connection with Permitted Acquisitions; provided that the sum of (i) the aggregate outstanding principal amount of all such Debt described in this Section 9.02(b) shall not at any one time outstanding plus exceed $10,000,000 and (ii) the aggregate principal amount of all such Debt permitted under Section 9.02(gshall have terms (including subordination terms) at any one time outstanding shall not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes that are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent).; (fh) Debt that represents an extensionarising under surety, refinancingguarantee, or renewal performance, bid, reclamation, appeal, surety and similar bonds in the ordinary course of any of the Senior Notes Debtbusiness consistent with past practice; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) the aggregate outstanding principal amount of all such Debt described in this Section 9.02(g) shall not at any one time outstanding plus exceed $10,000,000; and (iii) other Debt in the aggregate principal amount of all Debt permitted under Section 9.02(b) not greater than $500,000 at any one time outstanding does not exceed $25,000,000 in the aggregatetime.

Debt. The Parent and the Borrower will not, and will not permit any Restricted Subsidiary toCreate, incur, create, assume or suffer to exist any Debt, except: (a) the Loans or other Obligations arising Debt under the Loan Documents.; (b) Debt under Capital Leases outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or that constitutes Purchase Money Indebtednessextensions thereof; provided that the sum of (i) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal 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 than by the costsreasonable amount paid, fees, premiums and fees and expenses and by accrued and unpaid interest paid reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) intercompany Debt owed between any Subsidiary of the Borrower and the Borrower, provided that the payment of such extension, refinancing Debt is subordinated to the payment of the Obligations pursuant to Section 10.22 or renewalotherwise in a manner satisfactory to the Administrative Agent; (d) except Subordinated Debt in compliance with the preceding clause an aggregate principal amount not at any time to exceed $20,000,000; (e) so long as there exists no Default both before and after giving effect to any such transaction, obligations (it being understoodcontingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the Ordinary Course of Business for the avoidance purpose of doubtdirectly mitigating risks associated with liabilities, that any commitments, investments, assets, or property held or reasonably anticipated by such increase Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (f) Guarantee Obligations of the Borrower or any Guarantor in respect of Debt otherwise permitted hereunder of the Borrower or any other Guarantor, including the Senior Notes; (g) Debt consisting of the Deferred Purchase Price of any Acquisition permitted by this Agreement; (h) Debt incurred by the Borrower under the Senior Notes and the Senior Notes Documents and any Permitted Senior Notes Refinancing in an aggregate principal amount not to exceed $450,000,000; and (i) so long as there exists no Default before or after giving effect thereto, Debt of the Borrower and the Guarantors not otherwise permitted pursuant to clauses (a) through (h) above in an aggregate principal amount not in excess of $50,000,000, provided that the Net Cash Proceeds of any such Debt shall be deemed to be incurred under the preceding clause applied in accordance with Section 2.05(b)(iii) (eif applicable)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate.

Debt. The Parent and the Neither any Borrower will not, and will not permit nor any Restricted Subsidiary to, incur, create, assume of its Subsidiaries shall incur or suffer to exist maintain any Debt, except: other than: (a) the Loans or other Obligations arising under the Loan Documents. Obligations; (b) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the sum of (i) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 trade payables and contractual obligations to suppliers and customers arising in the aggregate. ordinary course of business; (c) intercompany other Debt owing by existing on the Borrower or any Guarantor to Closing Date and reflected in the Borrower or any Guarantor. Financial Statements attached hereto as EXHIBIT C; (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. described on SCHEDULE 8.9; (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect purchase money Debt (including obligations under Capital Leases) incurred to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in provide all or a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any portion of the Senior Notes Debt; provided thatpurchase price or costs of construction of an asset, PROVIDED that that (i) such Debt when incurred shall not exceed the principal amount purchase price or costs of construction of such Debt is not increased asset, (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewalii) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of no such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any refinanced for a principal amount owing in respect excess of Senior Notes Debt becoming due earlier than the date that is 91 days after principal balance outstanding thereon at the Maturity Datetime of such refinancing, and (iii) if the Senior Notes aggregate principal outstanding amount of all such Debt shall not exceed $5,000,000 at any time outstanding; (f) Debt and obligations in an aggregate principal amount outstanding not to exceed $2,000,000 at any time outstanding owing under Hedge Agreements relating to the Obligations hereunder or entered into in the ordinary course of business to manage existing or anticipated risks and not for speculative purposes; (g) intercompany Debt owing from (i) a Borrower to (x) another Borrower or (y) a Subsidiary of a Borrower, PROVIDED that the terms of such intercompany Debt owing to a Subsidiary of a Borrower shall provide that (A) such Debt is refinanced, renewed, or extended was fully subordinated in right and time of payment to the Obligations, then the terms (B) no principal on such Debt shall be due and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable payable prior to the Administrative Agent Stated Termination Date, unless an earlier payment date is necessary for the Borrowers to avoid materially adverse tax consequences or to avoid violating an applicable statute or regulation, (C) payment of interest, principal and the Lenders as those that were applicable to the refinanced, renewed, other amounts in respect of such Debt shall be payable only if no Default or extended Debt. Event of Default exists under this Agreement and (g) other Debt so long as (iD) the aggregate principal amount of all Debt described in this Section 9.02(grequired to be repaid (excluding interest to the extent required to avoid materially adverse tax consequences or to avoid violating an applicable statute or regulation) at any one time outstanding plus shall not exceed the amount borrowed, or (ii) the aggregate principal amount of all Debt a Subsidiary that is not a Borrower to a Borrower in connection with a loan made from such Borrower to such Subsidiary in accordance with SECTION 9.10(III); and (h) Guaranties permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregateSECTION 9.12.

Debt. The Parent and the Borrower will not, and Borrowers will not permit any Restricted Subsidiary tothat is not a Loan Party to create, incur, create, assume or suffer permit to exist any Debt, except: (a) Debt existing on the Loans or other Obligations arising under the Loan Documents.Closing Date and set forth in Schedule III and any Refinancing Debt in respect thereof; (b) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the sum of (i) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor Restricted Subsidiary to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary; (c) Guarantees by any Restricted Subsidiary of Debt of a Borrower or any other Restricted Subsidiary; provided that (x) the Debt of any Restricted Subsidiary so Guaranteed is permitted to be incurred under by this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (iiy) Guarantees permitted under this clause (c) shall be subordinated to the Obligations to the same extent and on the same terms as the Debt so Guaranteed is subordinated to the Obligations and (z) to the extent required pursuant to Section 9.16 and the definition of “Guarantor”, any such extensionRestricted Subsidiary shall have also Guaranteed the Obligations; (A) Debt incurred to finance the acquisition, refinancing construction, repair, replacement or renewal does not result improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed in connection with the acquisition of any principal amount owing such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided that such Debt is incurred prior to or within 270 days after such acquisition or the completion of such construction, repair, replacement or improvement, and (B) Refinancing Debt in respect of Senior Notes Debt becoming due earlier than incurred or assumed pursuant to clause (A) above; provided further that at the date that is 91 days after the Maturity Datetime of incurrence thereof, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in permitted by this Section 9.02(gclause (d), together (without duplication) at any one time outstanding plus (ii) with the aggregate principal amount of all outstanding Debt secured by Liens incurred pursuant to Section 5.6(d), shall not exceed the greater of (x) $100,000,000 and (y) 4.25% of Consolidated Total Assets as of the fiscal year most recently ended prior to the incurrence of such Debt; (e) (A) Debt of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Restricted Subsidiary that is merged or consolidated with or into a Restricted Subsidiary in a transaction permitted hereunder) after the Effective Date, or Debt of any Person that is assumed by any Restricted Subsidiary in connection with an acquisition of assets by such Restricted Subsidiary in an acquisition permitted by this Agreement; provided that such Debt exists at the time such Person becomes a Restricted Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary (or such merger or consolidation) or such assets being acquired and (B) Refinancing Debt in respect of Debt incurred or assumed, as applicable, pursuant to clause (A) of this Section 5.5(e); (f) other Debt, together (without duplication) with the aggregate principal amount of outstanding Debt of the Loan Parties secured by Liens incurred pursuant to Section 5.6(h), in an aggregate principal amount not exceeding at the time of incurrence thereof, the greater of (A) $250,000,000 and (B) 10.50% of Consolidated Total Assets as of the fiscal year most recently ended prior to the incurrence of such Debt at any time outstanding; (g) Debt owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (h) Debt in respect of performance bonds, bid bonds, appeal bonds, surety bonds, bankers acceptances drafts, performance and completion guarantees and similar obligations (other than in respect of other Debt), in each case provided in the ordinary course of business; (i) Debt owed in respect of any overdrafts and related liabilities arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfers of funds; provided that such Debt shall be repaid in full within five Business Days of the incurrence thereof; (j) Debt in the form of purchase price adjustments, earnouts, non-competition agreements or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any acquisition or other investment permitted under Section 9.02(bthis Agreement; and (k) at any one time outstanding does not exceed $25,000,000 Debt representing deferred compensation to directors, officers, consultants or employees of a Borrower or a Restricted Subsidiary incurred in the aggregateordinary course of business.

Debt. The Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans Obligations arising under the Loan Documents or other any guarantee of or suretyship arrangement for the Obligations arising under the Loan Documents.; (b) Debt under Capital Leases not to exceed $5,000,000; (c) Debt associated with bonds or that constitutes Purchase Money Indebtednesssurety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties; (d) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the sum Borrower or one of the Guarantors; and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guarantee and Collateral Agreement; (e) endorsements of negotiable instruments for collection in the ordinary course of business; (f) other unsecured Debt not to exceed $5,000,000 in the aggregate at any one time outstanding; and (g) unsecured senior notes or unsecured senior subordinated notes of the Borrower, and any guarantees thereof, in an aggregate principal amount not to exceed $300,000,000 at any time outstanding; provided that: (i) no such Debt may be incurred until after the date on which the Borrower delivers financial statements pursuant to Section 8.01(a) (and a compliance certificate pursuant to Section 8.01(c)) for the fiscal quarter ending December 31, 2019; (ii) immediately after giving effect to the incurrence of any such Debt and the use of proceeds thereof, on a pro forma basis, the Leverage Ratio shall not exceed 3.50 to 1.00 (as the Leverage Ratio is recomputed on such date using (A) Total Debt outstanding on such date and (B) EBITDAX for the four fiscal quarters (or, if applicable, the relevant annualized period determined in accordance with Section 9.01(a)) ending on the last day of the fiscal quarter immediately preceding such date for which financial statements are available); provided that this clause (ii) shall not apply to the incurrence of any Debt that constitutes a refinancing of other Debt incurred pursuant to this Section 9.01(g) to the extent that the aggregate principal amount of all such refinancing Debt described in this Section 9.02(b) at any one time outstanding plus does not exceed the sum of (iix) the aggregate original principal amount of all the refinanced Debt permitted under Section 9.02(gand (y) at an amount necessary to pay any one time outstanding shall not exceed $25,000,000 in the aggregate. fees and expenses, including make-whole payments and premiums, related to such refinancing); (ciii) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes both before and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, immediately after giving effect to the incurrence of such Senior Notes DebtDebt and the use of proceeds thereof, the Borrower no Default or Event of Default has occurred and is in pro forma compliance with Section 9.01 continuing or would result therefrom; (calculated in a manner reasonably acceptable to the Administrative Agent). (fiv) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is does not increased have any scheduled principal amortization; (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewalv) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result have a scheduled maturity date or a date of mandatory Redemption in any principal amount owing in respect of Senior Notes Debt becoming due earlier full sooner than the date that which is 91 180 days after the Maturity Date; (vi) such Debt does not have any mandatory Redemption, tender or sinking fund provisions (other than (A) customary change of control tender offer provisions and (iiiB) if customary asset sale tender offer provisions to the Senior Notes extent any amounts required to be Redeemed are permitted by the terms of such Debt that is refinanced, renewed, or extended was subordinated in right of payment to be applied first to the Obligations); (vii) no Subsidiary or other Person is required to guarantee such Debt unless such Subsidiary or other Person has guaranteed the Obligations pursuant to the Guarantee and Collateral Agreement; (viii) the terms of such Debt and any guarantees thereof: (A) are not more restrictive, taken as a whole, on the Borrower and its Subsidiaries than the terms of this Agreement and the other Loan Documents (other than with respect to any applicable redemption or prepayment premiums, call protections, funding discounts, fees, interest, and other economic terms), (B) are prevailing market terms for issuers of similar size and credit quality given the then prevailing market conditions as reasonably determined by the Borrower and (C) do not require the maintenance or achievement of any financial performance standards other than as a condition to taking specified actions; (ix) if such Debt is senior subordinated Debt, such Debt is expressly subordinate to the payment in full of all of the Obligations on terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable reasonably satisfactory to the Administrative Agent Agent; (x) the Borrower shall have complied with Section 8.01(q); and (xi) the Lenders as those that were applicable Borrowing Base shall be reduced to the refinanced, renewed, or extended Debtextent required by Section 2.07(f). (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate.

Debt. The Parent and the Borrower will not, and will not permit any Restricted Subsidiary toCreate, incur, create, assume issue or suffer to exist any Debt, exceptexcept any of the following: (a) the Loans or other Obligations arising Debt under the Loan Documents.; (b) Debt under Capital Leases or that constitutes Purchase Money Indebtednessoutstanding on the Closing Date and listed on Schedule 6.09 and extensions, renewals and refinancings of such Debt; provided that the sum of (i) the amount of such Debt is not increased at the time of such extension, renewal or refinancing unless permitted by Section 8.01(f) and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Borrowers and the Restricted Subsidiaries or the Lenders than the terms of any agreement or instrument governing the Debt being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Debt does not exceed the then applicable market interest rate; (c) Debt in respect of, under, or consisting of Permitted Hedging Obligations; (d) Debt in respect of capital leases and purchase money obligations for fixed or capital assets; provided that the aggregate principal amount of all such Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 5,000,000 (or its equivalent in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02.currencies); (e) Senior Notes Debt incurred by any Loan Party that is subordinated in right of payment to the Obligations in the form of unsecured or junior lien subordinated debt (“Subordinated Debt”); provided that (i) immediately before and related Senior Notes after the incurrence of such Subordinated Debt, (A) no Event of Default shall exist or would result therefrom and (B) the Borrowers shall be in compliance on a Pro Forma Basis with (1) a Consolidated Interest Coverage Ratio greater than 2.50:1.00 and (y) a Consolidated Total Leverage Ratio not to exceed 5.00:1.00, and (ii) any such Subordinated Debt (A) shall be subject to Approved Subordination Terms or otherwise subject to an intercreditor or subordination agreement reasonably satisfactory to the Required Lenders, (B) shall have a maturity date no earlier than twelve months after the Maturity Date, (C) shall not have any scheduled amortization payments prior to the Maturity Date and (D) in the case of any junior lien Subordinated Debt, such Subordinated Debt shall not be secured by a Lien on any collateral that is not Collateral securing the Obligations under this Agreement and the other Loan Documents; (f) Permitted Project Debt; (g) to the extent constituting Debt, (i) the BVI O&M Parent Guarantee and (ii) other customary performance guarantees entered into in the ordinary course of business which support the obligations of a Restricted Subsidiary of BVI Borrower (a “Permitted Performance Guarantee”); provided that, at the time any such Senior Notes are issued, after giving effect guarantee is entered into pursuant to the incurrence foregoing clause (ii), no Event of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent).Default shall have occurred and be continuing or would result therefrom; (fh) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, such Debt is extinguished promptly upon its incurrence; (i) Debt in respect of netting services, overdraft protections and similar arrangements in connection with deposit accounts; (j) to the extent constituting Debt, financing arrangements in respect of Vehicles used in the Businesses not to exceed an aggregate principal amount of such $2,500,000 outstanding at any one time; (k) Debt is not increased (other than assumed by the costs, fees, premiums and expenses and by accrued and unpaid interest paid a Restricted Subsidiary in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, a Permitted Acquisition under a facility for the avoidance factoring of doubt, accounts receivable; provided that any such increase Debt was incurred in the ordinary course of business of the target of such Permitted Acquisition, on arm’s length commercial terms, and not in contemplation of such Permitted Acquisition; (l) earn-outs, seller notes, purchase price adjustment or similar deferred purchase price or compensation obligations entered into or assumed in connection with a Permitted Acquisition or other permitted Investment or Disposition and other Debt assumed in connection with a Permitted Acquisition (provided that such Debt was incurred in the ordinary course of business of the target of such Permitted Acquisition, on arm’s length commercial terms, and not in contemplation of such Permitted Acquisition), so long as, such obligations are either (i) unsecured and, if not subordinated to the Obligations pursuant to Approved Subordination Terms or other subordination or intercreditor terms otherwise reasonably satisfactory to the Required Lenders, not in excess of an aggregate principal amount of such Debt shall be deemed $5,000,000, or (ii) if secured, both (A) subordinated to be incurred under the preceding clause Obligations pursuant to Approved Subordination Terms or other subordination or intercreditor terms otherwise reasonably satisfactory to the Required Lenders and (e))B) not in excess of an aggregate principal amount of $2,500,000 at any time outstanding; and (m) earn-outs, seller notes, purchase price adjustment or similar deferred purchase price or compensation obligations entered into or assumed in connection with (i) Project Salt in accordance with the Memorandum of Understanding with respect thereto dated as of June 28, 2017, or (ii) such extensionother Projects as the Required Lenders shall reasonably agree to in writing, refinancing or renewal does not result in any principal each case so long as, (A) an amount owing of cash equal to the maximum amount of such deferred obligations in respect of Senior Notes Debt becoming due earlier than such Investment shall not be included in the date that is 91 days after calculation of Unrestricted Cash of the Maturity DateLoan Group for purposes of satisfying the Liquidity Condition in connection with such Investment, and (iiiB) if such obligations are not secured by any Collateral other than by funds required to satisfy such obligations that are placed into escrow at the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions time of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt.Investment; (gn) other Debt so long as (i) in respect of any letters of credit in the aggregate amount at any time outstanding not to exceed an aggregate principal amount of all $5,000,000; (o) other Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the not to exceed an aggregate principal amount of all Debt permitted under Section 9.02(b) $5,000,000 outstanding at any one time outstanding does not exceed $25,000,000 in time; and (p) prior to the aggregateconsummation of the Refinancing, the Refinancing Debt.

Debt. (a) Commencing on the Closing Date and continuing to and including the one year anniversary of the Closing Date, neither the Company nor any Subsidiary shall create, incur, assume, become or be liable in any manner in respect of, or suffer to exist, any Debt or obligations under any operating lease, except (i) Debt or Contingent Liabilities in existence on the date hereof, as shown on Schedule 6.3; (ii) Permitted Indebtedness (as defined below); (iii) Senior Obligations permitted under the Senior Credit Agreement or the refinancing or replacement thereof, including new and replacement letters of credit, all in an amount not to exceed $90,000,000; (iv) capital and operating leases to the extent permitted under the Senior Credit Agreement, or the refinancing or replacement thereof, but, notwithstanding anything to the contrary in the Senior Credit Agreement, not to exceed $1,000,000 outstanding at any time with respect to capital leases and not to exceed $15,000,000 outstanding at any time with respect to operating leases; (v) the transaction described in Schedule 6.6; and (vi) Debt under the Company’s performance and bonding line, not to exceed $150,000,000. (b) Commencing one day following the one year anniversary of the Closing Date, neither the Company nor any Subsidiary shall create, incur, assume, become or be liable in any manner in respect of, or suffer to exist, any Debt or obligations under any operating lease, except (i) Contingent Liabilities resulting from the endorsement of negotiable instruments for collection in the ordinary course of business; (ii) Debt incurred to finance the acquisition of fixed or capital assets (whether pursuant to a loan, capital lease obligation or otherwise) in an aggregate principal amount not to exceed one million dollars ($1,000,000), unless the written consent of the Required Investors is obtained, at any time outstanding, provided that such Debt is incurred simultaneously with such acquisition (the “Purchase Money Financing”) (collectively (i) and (ii) shall be referred to as the “Permitted Indebtedness”); (iii) Senior Obligations permitted under the Senior Credit Agreement or the refinancing or replacement thereof, including new and replacement letters of credit, all in an amount not to exceed $90,000,000; (iv) capital and operating leases to the extent permitted under the Senior Credit Agreement, or the refinancing or replacement thereof, but, notwithstanding anything to the contrary in the Senior Credit Agreement, not to exceed $1,000,000 outstanding at any time with respect to capital leases and not to exceed $15,000,000 outstanding at any time with respect to operating leases; (v) the transaction described in Schedule 6.6; and (vi) Debt under the Company’s performance and bonding line, not to exceed $150,000,000. (c) The Parent and the Borrower will Company shall not, and will the Company shall not permit any Restricted Subsidiary of its Subsidiaries to, incurdirectly or indirectly, createincur or guarantee, assume or suffer to exist any DebtDebt which shall rank senior to, except: (a) the Loans or other Obligations arising under the Loan Documents. (b) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the sum of (i) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parentpari passu with, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided thatNotes, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums Senior Obligations and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended DebtPermitted Indebtedness. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate.

Debt. The Parent Guarantor and the Borrower will not, and Borrowers will not permit any Restricted Subsidiary to, incur, create, assume assume, or suffer permit to exist exist, or permit any Subsidiary to incur, create, assume, or permit to exist, any Debt, except: (a) Debt to the Loans or other Obligations arising under the Loan Documents.Lenders hereunder; (b) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; (other than Debt related to the Senior Notes described in subsection (c) below) existing on the date hereof and described on SCHEDULE 8.9 hereto, provided that any such Debt indicated on SCHEDULE 8.9 as "Debt to be Repaid" shall have been repaid on or before the sum date of (i) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate.initial Advance hereunder; (c) intercompany Debt owing by incurred in connection with the Borrower or any Guarantor to Senior Notes and the Borrower or any Guarantor.Indenture; (d) Demand intercompany Debt constituting a guaranty by among the ParentParent Guarantor, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02.Borrowers and their Subsidiaries; (e) Senior Notes Debt incurred in connection with the upgrades of the PRIDE TEXAS, the PRIDE KANSAS, the PRIDE PENNSYLVANIA, the PIRANHA and related Senior Notes Debtthe ILE DE SEIN drillset in an amount not to exceed $120,000,000 in the aggregate at any time outstanding; provided thatthat no Default or Event of Default has occurred, at the time is continuing or would result from any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent).borrowings; (f) Senior Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid Debt described in connection with any such extension, refinancing or renewalsubsections (a) except in compliance with the preceding clause through (e) (it being understood, for the avoidance of doubt, that any such increase above) in an amount not to exceed $20,000,000 in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in aggregate at any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt.time outstanding; (g) Limited Recourse Debt and Sale-Leaseback Debt (other than the Debt so long as (iotherwise permitted under this SECTION 10.1) of the Parent Guarantor, the Borrowers and the Subsidiaries, or any of them, in an amount not to exceed $100,000,000 in the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus outstanding; and (iih) Guarantees by the Parent Guarantor, the Borrowers and the Subsidiaries existing on the date hereof and described on SCHEDULE 8.9 hereto, and Guarantees by the Parent Guarantor, the Borrowers and the Subsidiaries, or any of them, in an amount not to exceed $15,000,000 in the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregatetime.

Debt. The Parent and the Borrower will notNo Restricted Company shall, and will not permit any Restricted Subsidiary todirectly or indirectly, create, incur, create, assume or suffer to exist any direct, indirect, fixed, or contingent liability for any Debt, exceptother than: (a) the Loans or other Obligations arising under the Loan Documents.The Obligation; AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT (b) Existing Debt; (c) Debt arising under Capital Leases Facility A; (d) Debt incurred by any Restricted Company under any Financial Hedge with any Lender or that constitutes Purchase Money Indebtednessan Affiliate of any Lender; (e) Debt between Restricted Companies, so long as any such inter-company Debt owed by Borrower to any other Restricted Company is unsecured; provided that or Debt of any Restricted Company to the sum Receivables Subsidiary; and (f) Debt of any Restricted Company not otherwise permitted by this SECTION 7.12, so long as (i) no Default or Potential Default exists on the date any such Debt is created, incurred, or assumed or arises after giving effect to such Debt incurrence; and (ii) if such Debt is secured, on the date any such secured Debt is created, incurred, or assumed, the principal amount of such secured Debt when aggregated with the principal amount of all other secured Debt of the Restricted Companies incurred in accordance with this SECTION 7.12(F) does not exceed 10% of the book value of the consolidated assets of the Restricted Companies determined as of the date of, and with respect to, the Current Financials and the related Compliance Certificate. Notwithstanding anything in this SECTION 7.12 to the contrary, the aggregate principal amount of all Debt described in this Section 9.02(bof the Restricted Subsidiaries may not exceed, on any date of determination, the sum of (i) at any one time outstanding 10% of the book value of the consolidated assets of the Restricted Companies, determined as of the date of the most-recently delivered consolidated Financial Statements of Borrower and the related Compliance Certificate, plus (ii) the aggregate principal amount of all Existing Debt permitted of MCI and its Subsidiaries on and after September 14, 1998 (the "MCI Merger Date" under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (eExisting Agreement) (it being understoodas renewed, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debtbut not increased). (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate.

Debt. The Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans Notes or other Obligations 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) other Debt of the Borrower and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (c) purchase money Debt and Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the sum of (i) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not to exceed $25,000,000 50,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty 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 Parent, operation of the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02Oil and Gas Properties. (e) Senior Notes intercompany Debt between the Borrower and related Senior Notes DebtPXP or any Subsidiary thereof or between Subsidiaries; provided thatthat (i) such Debt is not held, at assigned, transferred, negotiated or pledged to any Person other than the time Borrower or one of its Subsidiaries, (ii) that any such Senior Notes are issued, after giving effect Debt owed by either the Borrower or a Subsidiary Guarantor shall be subordinated to the incurrence of Indebtedness on terms set forth in the Subsidiary Guaranty; and (iii) such Senior Notes Debt, the Borrower Debt is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent)not secured. (f) Debt that represents an extensionsecured by Liens permitted by Section 9.02(d) and Section 9.02(e), refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is which does not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase exceed $50,000,000 in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in aggregate at any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debtone time. (g) other endorsements of negotiable instruments for collection in the ordinary course of business. (h) Debt so long as outstanding under one or more unsecured short term money market credit facilities the principal amount of which does not exceed $50,000,000 in the aggregate. (i) other Debt not to exceed $50,000,000 in the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus outstanding. (iij) Any renewals, refinancings or extensions of (but, except to the aggregate principal extent permitted herein, not increases in) any Debt described in clauses (b), (c), (e), (f) and (h) of this Section 9.01. (k) Debt consisting of the financing of insurance premiums if the amount of all Debt permitted under Section 9.02(b) at any one time outstanding financed does not exceed $25,000,000 in the aggregatepremium payable for the current policy period.

Debt. The Parent and the Borrower will notshall not , and will not nor shall it permit any of its Restricted Subsidiary Subsidiaries to, create, assume, incur, create, assume or suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) the Loans or other Obligations arising under the Loan Documents.Obligations; (b) intercompany subordinated Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the sum of (i) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 incurred in the aggregate.ordinary course of business owed by any Credit Party to any other Credit Party; (c) intercompany Debt owing in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, as presently conducted, unless contested in good faith by the Borrower or any Guarantor to the Borrower or any Guarantor.appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (d) Debt constituting a guaranty by existing on the ParentClosing Date and described in Schedule 6.1, the Borrower or together with any other Restricted Subsidiary of other refinancing thereof (but in no event may such Debt permitted to be incurred under this Section 9.02.increase in aggregate principal amount); (e) Senior Notes Debt constituting purchase money indebtedness and related Senior Notes DebtDebt owing in respect of Capital Leases; provided that, that all such Debt under this clause (e) may not exceed $50,000,000 in aggregate principal amount at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent).time; (f) Hedging Arrangements permitted under Section 6.15; (g) Debt that represents an extension, refinancing, or renewal arising from the endorsement of any instruments for collection in the ordinary course of business; (h) unsecured Debt not otherwise permitted under the Senior Notes Debtpreceding provisions of this Section 6.1; provided that, (i) the aggregate principal amount thereof shall not exceed $250,000,000 at any time, (ii) no principal amount of such Debt matures earlier than six (6) months after the Maturity Date, (iii) the weighted average life to maturity of such Debt is longer than the number of years until the Maturity Date, (iv) at the time of the issuance of such Debt and after giving effect thereto, no Default or Event of Default shall exist or would occur, (v) the agreement or indenture governing such Debt shall have covenants and restrictions that are no more restrictive in any material respect than those set forth in this Agreement and the other Credit Documents; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not increased found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, and (other than by vi) the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with agreement or indenture governing such Debt shall not have any such extension, refinancing restriction on the ability of the Borrower or renewal) except in compliance with any of its Restricted Subsidiaries to guarantee the preceding clause (e) (it being understood, Obligations or pledge assets as collateral security for the avoidance of doubtObligations; (i) Debt under the Bond Issuance provided that, that (i) such Debt is not secured by any such increase in the Lien, (ii) no principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due matures earlier than the date that is 91 days six (6) months after the Maturity Date, (iii) at the time of the issuance of such Debt and after giving effect thereto, no Default or Event of Default shall exist or would occur, (iv) the agreement or indenture governing such Debt shall have covenants and restrictions that are no more restrictive in any material respects than those set forth in this Agreement and the other Credit Documents; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause, and (v) the agreement or indenture governing such Debt shall not have any restriction on the ability of the Borrower or any of its Restricted Subsidiaries to guarantee the Obligations or pledge assets as collateral security for the Obligations; (j) Debt assumed in connection with any Permitted Acquisition; provided, that (i) such assumed Debt was previously existing prior to the consummation of such Permitted Acquisition and was not incurred by the seller or target, as applicable, in contemplation of the making of such Permitted Acquisition, (ii) all Debt described in this clause (j) shall be nonrecourse Debt with respect to any Credit Party or any of its assets (other than the assets financed by the Debt described in this clause (j)), and (iii) if the Senior Notes all such Debt that is refinanced, renewed, or extended was subordinated under this clause (j) may not exceed $5,000,000 in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are aggregate principal amount at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt.any time; (gk) other unsecured subordinated Debt so long as incurred in connection with any Permitted Acquisition; provided that, (i) the aggregate principal amount of all Debt described in this Section 9.02(g) thereof shall not exceed $10,000,000 at any one time outstanding plus time, (ii) the aggregate no principal amount of all such Debt permitted under Section 9.02(bmatures earlier than six (6) months after the Maturity Date, (iii) the weighted average life to maturity of such Debt is longer than the number of years until the Maturity Date, and (iv) such Debt is subject to a subordination agreement in form and substance satisfactory to the Administrative Agent; (l) Debt arising in connection with the financing of insurance premiums in the ordinary course of business; (m) Debt representing deferred compensation to officers, directors, and employees of the Borrower and its Restricted Subsidiaries; (n) Debt consisting of earn out obligations or other contingent obligations of the Borrower and its Restricted Subsidiaries owing in respect of Permitted Acquisitions; and (o) Other unsecured Debt of the Borrower and its Restricted Subsidiaries in an aggregate amount not to exceed $5,000,000 at any one time outstanding does not exceed $25,000,000 in the aggregatetime.

Debt. The Parent and the Borrower will notNo Loan Party shall, and will not nor shall it permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, incur, create, assume assume, or suffer permit to exist any Debt, except: (a) the Loans or Obligations (other Obligations arising under the Loan Documents.than Hedge Obligations); (b) existing Debt under Capital Leases described on Schedule 7.1; (c) (i) Debt of any Loan Party incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including 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 (provided that constitutes such Debt is incurred prior to or within 270 days after such acquisition or the completion of such construction or improvements), and extensions, renewals or replacements of any such Debt that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof, (ii) Purchase Money IndebtednessDebt, (iii) Finance Lease Obligations and (iv) any Permitted Refinancing of any of the foregoing; provided that the sum of (i) the aggregate principal amount of all any Debt described in incurred pursuant to this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate. clause (c) intercompany Debt owing by does not exceed the Borrower or greater of $12,000,000 and 2.50% of Consolidated Net Tangible Assets at any Guarantor to the Borrower or any Guarantor.time outstanding; (d) trade or accounts payable incurred in the ordinary course of business and not more than 90 days past due, other than Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02.for borrowed money; (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Hedge Obligations existing or arising under Hedging Agreements permitted by Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent).7.17; (f) Debt that represents associated with performance bonds, warranty bonds, bid bonds, appeal bonds, surety bonds, reclamation bonds, labor bonds and completion or performance guarantees and similar obligations, in each case required by Governmental Authorities or otherwise provided in the ordinary course of business, and not for borrowed money, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (i) unsecured intercompany Debt owed by any Loan Party to another Loan Party and (ii) on and after the consummation of a Qualified IPO, unsecured intercompany Debt owed by the Borrower to Holdings in an extension, refinancing, or renewal of any of amount not to exceed the Senior Notes Debtnet cash proceeds received by (but not contributed to) the Borrower from Holdings; provided that, in the case of this clause (iii), (A) the principal amount of such Debt is not increased (other than repayment by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with Borrower of any such extensionintercompany Debt shall only be permitted to the extent provided in Section 7.4(f) or (g), refinancing or renewaland (B) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall not be deemed subject to be incurred under the preceding any agreement or other undertaking in favor of Holdings that would require any payment in contravention of clause (e)), A) preceding; (iih) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension Debt must include provided that such subordination terms and conditions that are at least as favorable shall be satisfactory to the Administrative Agent and the Lenders as those in its sole discretion; (i) Guarantees by any Loan Party of Debt of any other Loan Party not otherwise prohibited pursuant to this Section 7.1; (j) Guarantees by any Loan Party of Debt of any Subsidiary that were applicable is not a Restricted Subsidiary or any Joint Venture, to the refinancedextent the aggregate potential amount of obligation or liability under such Guarantees, renewedwhen added to the amount of any other investments in Restricted Subsidiaries and Joint Ventures under Section 7.5(e) below, or extended Debt.does not exceed the maximum amount of permitted investments under such Section 7.5(e); (gk) endorsements of negotiable instruments for collection in the ordinary course of business; (l) Debt owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for the benefit of) any Person providing workers’ compensation, health, disability or other employee benefits to any Loan Party, pursuant to reimbursement or indemnification obligations to such Person; provided that upon the incurrence of Debt with respect to reimbursement obligations regarding workers’ compensation claims, such obligations are reimbursed not later than 60 days following such incurrence; (m) Debt owed to any Person providing property, casualty or liability insurance to any Loan Party pursuant to reimbursement or indemnification obligations to such Person in respect of the same, in the ordinary course of business or consistent with past practice or industry practice; (n) Debt arising from agreements of any Loan Party providing for indemnification, adjustment of purchase price, earn outs or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets permitted hereunder; (o) Debt consisting of insurance premium financing arrangements for insurance policies required hereunder or otherwise maintained by any Loan Party in the ordinary course of business in an aggregate principal amount not to exceed the amount of such insurance premiums; (p) Debt (other than Debt for borrowed money) (i) in respect of guarantees of obligations to the Loan Parties’ suppliers, customers and licensees in the ordinary course of business and (ii) consisting of obligations owing by any Loan Party under any customer or supplier incentive, supply, license or similar agreements entered into in the ordinary course of business; (q) cash management obligations and other Debt in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts; and (r) other Debt so long as not to exceed the greater of $12,000,000 and 2.50% of Consolidated Net Tangible Assets in the aggregate at any time outstanding; provided that such Debt is (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus unsecured or (ii) the aggregate principal amount of all Debt secured only by Liens permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate.7.2

Debt. The Parent and the Borrower will not, and will not permit any Restricted Subsidiary toCreate, incur, create, assume or suffer to exist any Debt, except: (a) the Loans or other Obligations arising Debt under the Loan Documents.; (b) Debt under Capital Leases outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or that constitutes Purchase Money Indebtednessextensions thereof; provided that the sum of (i) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal 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 than by the costsreasonable amount paid, fees, premiums and fees and expenses and by accrued and unpaid interest paid reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) intercompany Debt owed between any Subsidiary of the Borrower and the Borrower, provided that the payment of such extension, refinancing Debt is subordinated to the payment of the Obligations pursuant to Section 10.22 or renewalotherwise in a manner satisfactory to the Administrative Agent; (d) except Subordinated Debt in compliance with the preceding clause an aggregate principal amount not at any time to exceed $20,000,000; (e) so long as there exists no Default both before and after giving effect to any such transaction, obligations (it being understoodcontingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the Ordinary Course of Business for the avoidance purpose of doubtdirectly mitigating risks associated with liabilities, that any commitments, investments, assets, or property held or reasonably anticipated by such increase Person, or changes in the principal amount value of securities issued by such Debt shall be deemed to be incurred under the preceding clause (e))Person, and not for purposes of speculation or taking a “market view;” and (ii) such extension, refinancing or renewal Swap Contract does not result in contain any principal amount owing provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (f) Guarantee Obligations of the Borrower or any Guarantor in respect of Senior Notes Debt becoming due earlier than otherwise permitted hereunder of the date that is 91 days after the Maturity DateBorrower or any other Guarantor, and (iii) if including the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt.Notes; (g) other Debt consisting of the Deferred Purchase Price of any Acquisition permitted by this Agreement; (h) Debt incurred by the Borrower under the Senior Notes and the Senior Notes Documents and any Permitted Senior Notes Refinancing in an aggregate principal amount not to exceed $450,000,000; and (i) so long as there exists no Default before or after giving effect thereto, Debt of the Borrower and the Guarantors not otherwise permitted pursuant to clauses (ia) the through (h) above in an aggregate principal amount not in excess of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate50,000,000.

Debt. The Parent and Neither the Borrower nor any of its Subsidiaries will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans Notes or other Obligations Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) accounts payable and other accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which are not greater than 90 days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (c) intercompany Debt under Capital Leases between the Borrower and any of its Subsidiaries or that constitutes Purchase Money Indebtednessbetween 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 sum 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 $4,000,000 in the aggregate at any one time outstanding. (f) Debt under any Senior Notes issued after the Effective Date, provided that (i) the aggregate principal amount of all such Debt described in this Section 9.02(b) outstanding at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate. 500,000,000, (cii) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any of incurring such Senior Notes are issued, 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 Senior Notes Debt, Debt (and any concurrent repayment of Debt with the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount proceeds of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)incurrence), (iiiii) such extension, refinancing or renewal Debt does not result in have any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days 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 Debt are not materially more onerous, taken as a whole, than the terms of this Agreement and the other Loan Documents, and (iiivi) if the Senior Notes Debt that Borrowing Base is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least adjusted as favorable to the Administrative Agent contemplated by Section 2.07(f) and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at Borrower makes any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted prepayment required under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate3.04(c)(iii).

Debt. The Parent and the Borrower will not, and Borrowers will not permit any Restricted Subsidiary tothat is not a Loan Party to create, incur, create, assume or suffer permit to exist any Debt, except: (a) Debt existing on the Loans or other Obligations arising under the Loan Documents.Closing Date and set forth in Schedule III and any Refinancing Debt in respect thereof; (b) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the sum of (i) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor Restricted Subsidiary to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary; (c) Guarantees by any Restricted Subsidiary of Debt of a Borrower or any other Restricted Subsidiary; provided that (x) the Debt of any Restricted Subsidiary so Guaranteed is permitted to be incurred under by this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (iiy) Guarantees permitted under this clause (c) shall be subordinated to the Obligations to the same extent and on the same terms as the Debt so Guaranteed is subordinated to the Obligations and (z) to the extent required pursuant to Section 9.16 and the definition of “Guarantor”, any such extensionRestricted Subsidiary shall have also Guaranteed the Obligations; (d) (A) Debt incurred to finance the acquisition, refinancing construction, repair, replacement or renewal does not result improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed in connection with the acquisition of any principal amount owing such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided that such Debt is incurred prior to or within 270 days after such acquisition or the completion of such construction, repair, replacement or improvement, and (B) Refinancing Debt in respect of Senior Notes Debt becoming due earlier than incurred or assumed pursuant to clause (A) above; provided further that at the date that is 91 days after the Maturity Datetime of incurrence thereof, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in permitted by this Section 9.02(gclause (d), together (without duplication) at any one time outstanding plus (ii) with the aggregate principal amount of all outstanding Debt secured by Liens incurred pursuant to Section 5.6(d), shall not exceed the greater of (x) $100,000,000 and (y) 4.25% of Consolidated Total Assets as of the fiscal year most recently ended prior to the incurrence of such Debt; (e) (A) Debt of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Restricted Subsidiary that is merged or consolidated with or into a Restricted Subsidiary in a transaction permitted hereunder) after the Effective Date, or Debt of any Person that is assumed by any Restricted Subsidiary in connection with an acquisition of assets by such Restricted Subsidiary in an acquisition permitted by this Agreement; provided that such Debt exists at the time such Person becomes a Restricted Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary (or such merger or consolidation) or such assets being acquired and (B) Refinancing Debt in respect of Debt incurred or assumed, as applicable, pursuant to clause (A) of this Section 5.5(e); (f) other Debt, together (without duplication) with the aggregate principal amount of outstanding Debt of the Loan Parties secured by Liens incurred pursuant to Section 5.6(h), in an aggregate principal amount not exceeding at the time of incurrence thereof, the greater of (A) $250,000,000 and (B) 10.50% of Consolidated Total Assets as of the fiscal year most recently ended prior to the incurrence of such Debt at any time outstanding; (g) Debt owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (h) Debt in respect of performance bonds, bid bonds, appeal bonds, surety bonds, bankers acceptances drafts, performance and completion guarantees and similar obligations (other than in respect of other Debt), in each case provided in the ordinary course of business; (i) Debt owed in respect of any overdrafts and related liabilities arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfers of funds; provided that such Debt shall be repaid in full within five Business Days of the incurrence thereof; (j) Debt in the form of purchase price adjustments, earnouts, non-competition agreements or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any acquisition or other investment permitted under Section 9.02(bthis Agreement; and (k) at any one time outstanding does not exceed $25,000,000 Debt representing deferred compensation to directors, officers, consultants or employees of a Borrower or a Restricted Subsidiary incurred in the aggregateordinary course of business.

Debt. The Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans Notes or other Obligations arising under the Loan Documents. (b) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the sum of (i) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 50,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, (i) at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent)) and (ii) the principal amount of the Senior Notes Debt outstanding at any time prior to the Initial Redetermination Date shall not exceed $900,000,000. (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (ef) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)f) and subject to Section 2.07(e) hereof), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 50,000,000 in the aggregate.

Debt. The Parent and the Borrower will Credit Parties shall not, and will shall not permit any Restricted Subsidiary of a Credit Party to, incur, create, assume create or suffer permit to exist any Debt, exceptincluding any guaranties or other contingent obligations, except the following: (a) the Loans or other Obligations arising under the Loan Documents.Obligations; (b) indorsement of Items for collection in the ordinary course of business; (c) unsecured earnouts or similar payments and unsecured Debt constituting a deferred payment of the purchase price, in each case, with respect to any Permitted Acquisition and, in each case, only so long as such amounts do not exceed $6,000,000 in connection with any such Permitted Acquisition; (d) purchase money Debt (including Debt of a Credit Party or any Subsidiary represented by obligations under a Capital Leases Lease) incurred to purchase or that constitutes Purchase Money Indebtednessacquire Equipment; provided that the sum amount of such Debt shall not at any time (i) exceed the price of the Equipment purchased or acquired or (ii) exceed, in aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed for Credit Parties and their Subsidiaries, $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02.20,000,000; (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent).[reserved]; (f) Debt that represents an extensionlisted in Schedule 9.1, refinancingattached hereto and made a part hereof, to the extent such Debt exists as of the Effective Date, together with any Debt incurred in any refinancing or renewal of any of the Senior Notes Debt; provided thatthereof (each, (i) a “Refinancing”), so long as the principal amount of such Debt Refinancing is not increased (other greater than by the costsexisting principal amount of such Debt, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Refinancing does not mature earlier than, or have a weighted average life to maturity shorter than, such Debt, and the covenants, representations, warranties, and events of default related to such Refinancing, taken as a whole, are not materially more restrictive than those, taken as a whole, existing in connection with such Debt; provided, that, in connection with the incurrence of any such Refinancing, the Borrower shall have delivered to the Agent a certificate from an Authorized Officer of the Borrower certifying that such Refinancing complies with the requirements of this Section 9.1(f); (i) Debt of any Subsidiary (other than a Credit Party) owing to the Borrower or another Subsidiary and (ii) Debt of any Credit Party owing to another Credit Party; (h) (i) purchase money Debt incurred solely to purchase Inventory from pharmaceutical wholesalers so long as the amount of such Debt shall be deemed not at any time exceed the purchase price of the Inventory purchased, and (ii) Debt provided by pharmaceutical wholesalers to be Subsidiaries of the Borrower for purposes of financing the start-up of new pharmacy businesses so long as such Debt is incurred under within twelve (12) months of such new business commencing operations; provided that, with respect to the preceding Debt described in the foregoing clause (e)ii), (iiA) such extension, refinancing or renewal does Debt shall not result in any exceed an aggregate principal amount owing in respect at any time outstanding of Senior Notes Debt becoming due earlier than $6,000,000 for the date that is 91 days after the Maturity DateBorrower and its Subsidiaries, and (iiiB) if the Senior Notes Debt that is refinanceddocumentation evidencing such Debt, renewedand any Liens permitted to secure the same, or extended was subordinated shall be in right of payment form and substance satisfactory to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt.in all respects; (g) other Debt so long as (i) the unsecured Guaranties permitted pursuant to Section 9.4(d)(xi) of this Agreement; (j) other unsecured Debt in an aggregate principal amount of all Debt described in this Section 9.02(g) outstanding at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not to exceed $25,000,000 8,000,000; and (k) indebtedness representing the financing of insurance premiums in the aggregateordinary course of business and not for borrowed money.

Debt. The Parent and the Borrower will not, and will not permit any Restricted Subsidiary toCreate, incur, create, assume or suffer to exist any Funded or Current Debt, except: (i) Funded Debt represented by the Notes, the Other Senior Notes and the Assumption Agreements, (ii) Funded Debt which is unsecured and is incurred by the Company to finance the making of capital improvements, expansions and additions to the Company's property (including Timberlands), plant and equipment, provided that the aggregate outstanding principal amount of such Funded Debt shall at no time exceed $50,000,000, (iii) Funded Debt or Current Debt of any Restricted Subsidiary owing to the Company or to a Restricted Subsidiary, (iv) Funded Debt or Current Debt incurred by the Company pursuant to (a) the Loans Revolving Credit Facility (and any extension, renewal, refunding or other Obligations arising refinancing thereof, including any refunding or refinancing in an amount in excess of the principal amount then outstanding under the Loan Documents. Revolving Credit Facility), or (b) Debt under Capital Leases a bank credit facility which is unsecured or that constitutes Purchase Money Indebtedness; is secured by Liens permitted by paragraph 6B(1)(viii), provided that the sum of (i) the aggregate outstanding principal amount of all Funded Debt described and Current Debt permitted by this clause (iv) shall at no time exceed $50,000,000, and provided, further, that the Company shall not suffer to exist any Funded Debt or Current Debt permitted by this clause (iv) on any day unless there shall have been a period of at least 45 consecutive days within the 12 months immediately preceding such day during which the Company shall have been free from all Funded Debt and Current Debt permitted by this clause (iv), (v) Funded Debt or Current Debt represented by the Guarantee in this Section 9.02(b) an amount not greater than $76,425,000 at any one time outstanding plus time, (iivi) the Company's guarantee of obligations incurred by the Facilities Subsidiary pursuant to the Facilities Subsidiary's Revolving Credit Facility (and any extension, renewal, refunding or refinancing thereof permitted by clause (iv) of paragraph 6B(2) of the Mortgage Note Agreements), provided that the aggregate outstanding principal amount of such Debt shall at no time exceed $20,000,000, and provided, further, that such guarantee shall be subordinated to the Notes by subordination provisions substantially the same as those contained in paragraph 7I of the Mortgage Note Agreements, (vii) the Company's guarantee of Funded Debt (and related obligations not constituting Debt) incurred by Manufacturing to finance the making of capital improvements, expansions and additions to the property, plant and equipment of Manufacturing and its Subsidiaries which are Restricted Subsidiaries pursuant to the Facilities Subsidiary's Facility, provided that such guarantee shall be subordinated to the Notes by subordination provisions substantially the same as those contained in paragraph 7I of the Mortgage Note Agreements, and provided, further, that the aggregate outstanding principal amount of such Funded Debt shall at no time exceed $20,000,000, (viii) Funded Debt of the Company or any Restricted Subsidiary secured by a Lien permitted by clause (vii) of paragraph 6B(1), provided that immediately after the acquisition of the property subject to such Lien or upon which such Lien is placed (or, if later, the incurrence of the Debt secured by such Lien), the Company could incur at least $1 of additional Funded Debt or Current Debt pursuant to clause (ix) below, (ix) Funded Debt or Current Debt of the Company (other than Funded Debt or Current Debt owing to a Restricted Subsidiary) in addition to that otherwise permitted by the foregoing clauses of this paragraph 6B(2), including guarantees of Debt to the extent permitted by paragraph 6B(3) and not otherwise permitted by the foregoing clauses of this paragraph 6B(2), provided that, on the date the Company becomes liable with respect to any such additional Funded Debt or Current Debt and immediately after giving effect thereto and to the concurrent retirement of any other Funded Debt or Current Debt, the ratio of Pro Forma Free Cash Flow to Maximum Pro Forma Annual Interest Charges is not less than 2.25 to 1.0, (x) from and after the time that the Facilities Subsidiary becomes a Restricted Subsidiary, Debt incurred by Manufacturing or any of its Subsidiaries which is a Restricted Subsidiary pursuant to (a) the Facilities Subsidiary's Revolving Credit Facility (and any extension, renewal, refunding or refinancing thereof, including any refunding or refinancing in an amount in excess of the principal amount then outstanding under the Facilities Subsidiary's Revolving Credit Facility) or (b) a bank credit facility which is unsecured or is secured by Liens permitted by paragraph 6B(1)(ix), provided that the aggregate outstanding principal amount of all Debt permitted under Section 9.02(gby this clause (x) shall at any one no time outstanding shall not exceed $25,000,000 in 20,000,000, and provided, further, that neither Manufacturing nor any of its Subsidiaries which is a Restricted Subsidiary shall suffer to exist any Debt permitted by this clause (x) on any day unless there shall have been a period of at least 45 consecutive days within the aggregate.12 months immediately preceding such day during which Manufacturing and such Restricted Subsidiaries shall have been free from all Debt permitted by this clause (x), and (cxi) intercompany Debt owing by from and after the Borrower time that the Facilities Subsidiary or any Guarantor to Designated Immaterial Subsidiary becomes a Restricted Subsidiary, Debt of the Borrower Facilities Subsidiary or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted such Designated Immaterial Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, outstanding at the time the Facilities Subsidiary or such Designated Immaterial Subsidiary becomes a Restricted Subsidiary, provided that (a) immediately after the Facilities Subsidiary or any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes DebtDesignated Immaterial Subsidiary becomes a Restricted Subsidiary, the Borrower is in pro forma compliance with Section 9.01 Company could incur at least $1 of additional Funded Debt or Current Debt pursuant to clause (calculated in a manner reasonably acceptable to ix) above (the Administrative Agent). (f) Debt that represents an extension, refinancing, Facilities Subsidiary or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt Designated Immaterial Subsidiary shall be deemed to be incurred under a Restricted Subsidiary for the preceding clause (efour consecutive fiscal quarters immediately prior to its becoming a Restricted Subsidiary for purposes of determining Pro Forma Free Cash Flow)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (ib) the aggregate principal amount (without duplication) of such Debt and all other Debt described which is secured by Liens and permitted by clause (vii) of paragraph 6B(1) does not violate subclause (z) of the proviso to such clause (vii), provided that notwithstanding any other provision in this Section 9.02(g) at paragraph 6B(2), any one time outstanding plus (ii) guarantee issued after the aggregate principal amount date hereof by the Company of all any Funded Debt permitted under Section 9.02(b) at or Current Debt of any one time outstanding does not exceed $25,000,000 Subsidiary shall be subordinated to the Notes by subordination provisions substantially the same as those contained in paragraph 7I of the aggregate.Mortgage Note Agreements;

Debt. The Parent and the Borrower will not, and nor will not it permit any Restricted Subsidiary other Credit Party to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans Notes or other Obligations arising under the Loan Documents, Cash Management Agreements or the Secured Swap Agreements; (b) Debt of the Borrower and the other Credit Parties existing on the date hereof that is reflected on Schedule 9.02. (bc) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the sum of (i) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not to exceed $25,000,000 in the aggregate.; (cd) intercompany Debt owing by between the Borrower and any other Credit Party or between Credit Parties; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Guarantor Person other than a Credit Party; and, provided further, that any such Debt owed by a Credit Party shall be subordinated to the Borrower or any Guarantor.Obligations on terms set forth in the Guaranty Agreement; (de) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary a Credit Party of other Debt permitted to be incurred under this Section 9.02.; (ef) Senior Notes other Debt not to exceed $30,000,000 in the aggregate at any one time outstanding; (g) Debt arising under Swap Agreements in compliance with Section 9.16; (i) Debt in respect of unsecured notes existing on the Effective Date and related Senior Notes Debtlisted on Schedule 9.02(h) and (ii) other Debt in respect of unsecured notes; provided that, with respect to any such Debt incurred after the Effective Date, (A) no Default or Borrowing Base deficiency exists at the time of the incurrence of such Debt or would result therefrom (including after giving effect to any automatic reduction of the Borrowing Base pursuant to Section 2.06(e)), (B) such Senior Notes Debt does not require any scheduled amortization of principal or have a maturity date prior to 180 days after the Revolving Credit Maturity Date at the time of the incurrence of such Debt, (C) the covenants and events of default contained in the documentation governing such Debt are issued(I) in the case of financial covenants, not more restrictive than the financial covenants of this Agreement and the other Loan Documents and (II) in the case of other covenants and events of default, taken as a whole, not more restrictive than the corresponding terms of this Agreement and the other Loan Documents in each case as reasonably determined in good faith by the Borrower, (D) the documents governing such Debt do not contain any mandatory prepayment or Redemption provisions (other than customary redemption provisions in connection with changes in control that also constitute an Event of Default hereunder or certain asset dispositions) which would require a mandatory prepayment or Redemption of such Debt in priority to the Loans, (E) immediately before and after giving effect to the incurrence and any concurrent repayment of such Debt with the proceeds thereof, (I) the Leverage Ratio, calculated on a pro forma basis, after giving effect to the incurrence of such Senior Notes Debt, as of the fiscal quarter end occurring immediately prior to the incurrence of such Debt for which financial statements are available, to be greater than 4.00 to 1.00 and (II) the Borrower is in pro forma compliance with Section 9.01 9.01(a), and (calculated in a manner reasonably acceptable to F) such Debt does not prohibit prior repayment of the Administrative Agent).Obligations; (fi) Debt that which represents an extension, refinancing, or renewal of any of the Senior Notes DebtPermitted Unsecured Notes; provided that, that such Debt satisfies the conditions set forth in Section 9.02(h); (j) Debt to pay the deferred purchase price of Property; provided that (i) no Default or Borrowing Base deficiency exists at the principal amount time of the incurrence of such Debt is not increased or would result therefrom (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in including compliance with the preceding clause (eSection 9.01(b) (it being understood, for the avoidance of doubt, that any after giving pro forma effect to such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)incurrence), (ii) the covenants and events of default contained in the documentation governing such extensionDebt are, refinancing or renewal does (A) in the case of financial covenants, not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier more restrictive than the date that is 91 days after financial covenants of this Agreement and the Maturity Dateother Loan Documents and, (B) in the case of other covenants and events of default, taken as a whole, not more restrictive than the corresponding terms of this Agreement and the other Loan Documents in each case as reasonably determined in good faith by the Borrower, (iii) if the Senior Notes documents governing such Debt that is refinanced, renewed, do not contain any mandatory prepayment or extended was subordinated Redemption provisions (other than customary change of control or asset sale tender offer provisions) which would require a mandatory prepayment or Redemption of such Debt in right of payment priority to the ObligationsLoans, then the terms and conditions (iv) such Debt does not prohibit prior repayment of the refinancing, renewal, or extension Debt must include subordination terms Obligations and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (iv) the aggregate principal amount of all Debt described in this Section 9.02(g9.02(j) shall not exceed $100,000,000 outstanding at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate.time; and

Debt. The Parent Guarantor and the Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans Notes or other Obligations Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt of the Parent Guarantor and the Borrower existing on the date hereof that is reflected in the Financial Statements, and any Permitted Refinancing Debt in respect thereof. (c) accounts payable and accrued expenses, liabilities or other obligations to 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 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 $5,000,000. (e) Debt associated with bonds or that constitutes Purchase Money Indebtednesssurety obligations required by Governmental Requirements in connection with the operation of any Oil and Gas Properties. (f) intercompany Debt between Parent Guarantor and Borrower to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any other Person, and; provided further, that any such Debt shall be subordinated to the sum Indebtedness on terms set forth in the Guaranty Agreement. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (ih) Debt under the aggregate Second Lien Notes and any guarantees thereof, the principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall which does not exceed $25,000,000 75,000,000 in the aggregate. (ci) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) Debt under the Convertible Notes, the principal amount of such Debt is which does not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase exceed $175,000,000 in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), aggregate and (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Permitted Refinancing Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms Convertible Notes and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debtany guarantees thereof. (gj) other Debt so long as (i) not to exceed $5,000,000 in the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregateoutstanding.

Debt. The Parent and the Borrower will shall not, and will shall not permit any Restricted Subsidiary of its Subsidiaries to, create, incur, createassume, assume become, or be liable in any manner in respect of, or suffer to exist exist, any Debt, except: except (a) the Loans or other Obligations arising Debt under the Loan Documents. Papers, (b) Funded Debt under Capital Leases or that constitutes each Note Purchase Money Indebtedness; Agreement and guaranties of such Debt made by Parent and Subsidiaries of Parent, (c) other Debt in existence on the date hereof, as shown on Schedule 4.08-a, (d) purchase money Debt incurred for the acquisition of tangible assets, provided that the sum of (i) the aggregate principal amount of all such Debt described incurred in this any fiscal year shall not exceed $1,000,000, (e) trade payables incurred and paid in the ordinary course of business, (f) Contingent Liabilities under or relating to the Loan Papers, (g) Contingent Liabilities in existence on the date hereof, as shown on Schedule 4.08-a, (h) guarantees by Parent and its Subsidiaries of obligations in respect of Hedge Agreements permitted under Section 9.02(b5.18, (i) Debt of each Subsidiary of Parent to Parent or to another Subsidiary of Parent, (j) Contingent Liabilities resulting from the endorsement of negotiable instruments for collection in the ordinary course of business, (k) Convertible Subordinated Debt in an aggregate principal amount not to exceed at any one time outstanding plus $25,000,000, (l) as to Parent and its Subsidiaries on a consolidated basis, other Debt not to exceed at any time, in the aggregate principal amount, the difference between (i) $10,000,000, minus (ii) the aggregate sum of all Attributable Debt in respect of all Sale and Leasebacks occurring on and after the Effective Date, and (m) renewals and restatements of any Debt described in Sections 5.06(a) through (l), provided the principal amount of all the Debt permitted under Section 9.02(g) at any one time outstanding shall renewed or restated does not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any immediately prior to such extension, refinancing renewal or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt59 65 restatement. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate.

Debt. The Parent and the Borrower will Credit Parties shall not, and will shall not permit any Restricted Subsidiary of a Credit Party to, incur, create, assume create or suffer permit to exist any Debt, exceptincluding any guaranties or other contingent obligations, except the following: (a) the Loans or other Obligations arising under the Loan Documents.Obligations; (b) indorsement of Items for collection in the ordinary course of business; (c) unsecured earnouts or similar payments and unsecured Debt constituting a deferred payment of the purchase price, in each case, with respect to any Permitted Acquisition and, in each case, only so long as such amounts do not exceed $6,000,000 in connection with any such Permitted Acquisition; (d) purchase money Debt (including Debt of a Credit Party or any Subsidiary represented by obligations under a Capital Leases Lease) incurred to purchase or that constitutes Purchase Money Indebtednessacquire Equipment; provided that the sum amount of such Debt shall not at any time (i) exceed the price of the Equipment purchased or acquired or (ii) exceed, in aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed for Credit Parties and their Subsidiaries, $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02.20,000,000; (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent).[reserved]; (f) Debt that represents an extensionlisted in Schedule 9.1, refinancingattached hereto and made a part hereof, to the extent such Debt exists as of the Effective Date, together with any Debt incurred in any refinancing or renewal of any of the Senior Notes Debt; provided thatthereof (each, (i) a “Refinancing”), so long as the principal amount of such Debt Refinancing is not increased (other greater than by the costsexisting principal amount of such Debt, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Refinancing does not mature earlier than, or have a weighted average life to maturity shorter than, such Debt, and the covenants, representations, warranties, and events of default related to such Refinancing, taken as a whole, are not materially more restrictive than those, taken as a whole, existing in connection with such Debt; provided, that, in connection with the incurrence of any such Refinancing, the Borrower shall have delivered to the Agent a certificate from an Authorized Officer of the Borrower certifying that such Refinancing complies with the requirements of this Section 9.1(f); (i) Debt of any Subsidiary (other than a Credit Party) owing to the Borrower or another Subsidiary and (ii) Debt of any Credit Party owing to another Credit Party; (h) (i) purchase money Debt incurred solely to purchase Inventory from pharmaceutical wholesalers so long as the amount of such Debt shall be deemed not at any time exceed the purchase price of the Inventory purchased, and (ii) Debt provided by pharmaceutical wholesalers to be Subsidiaries of the Borrower for purposes of financing the start-up of new pharmacy businesses so long as such Debt is incurred under within twelve (12) months of such new business commencing operations; provided that, with respect to the preceding Debt described in the foregoing clause (e)ii), (iiA) such extension, refinancing or renewal does Debt shall not result in any exceed an aggregate principal amount owing in respect at any time outstanding of Senior Notes Debt becoming due earlier than $6,000,000 for the date that is 91 days after the Maturity DateBorrower and its Subsidiaries, and (iiiB) if the Senior Notes Debt that is refinanceddocumentation evidencing such Debt, renewedand any Liens permitted to secure the same, or extended was subordinated shall be in right of payment form and substance satisfactory to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt.in all respects; (g) other Debt so long as (i) the unsecured Guaranties permitted pursuant to Section 9.4(d)(x) of this Agreement; (j) other unsecured Debt in an aggregate principal amount of all Debt described in this Section 9.02(g) outstanding at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not to exceed $25,000,000 8,000,000; and (k) indebtedness representing the financing of insurance premiums in the aggregateordinary course of business and not for borrowed money.

Debt. The Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans Notes or other Obligations arising under the Loan Documents. (b) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the sum of (i) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 50,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary Credit Party of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)) and subject to Section 2.07(e) hereof), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 50,000,000 in the aggregate.

Debt. The Parent Holdings and the Borrower will shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, incur, create, assume incur or suffer to exist maintain any Debt, except:other than the following Debt (collectively, “Permitted Debt”): (a) the Loans or other Obligations arising Debt of Holdings and any of its Restricted Subsidiaries under the Loan Documents.Documents (including pursuant to Sections 2.6 and 2.7); (b) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the sum of (i) the aggregate principal amount of all Debt described on Schedule 8.12 (it being understood and agreed that any such Debt that is repaid shall not be reborrowed) and any Refinancing Debt in this Section 9.02(b) at any one time outstanding plus respect thereof and (ii) any intercompany Debt outstanding on the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate.Closing Date; (ci) intercompany Capital Leases and purchase money Debt owing incurred to finance the acquisition, construction, repair, replacement, lease or improvement of any Equipment (as defined in Article 9 of the UCC) held for sale or lease or any fixed or capital assets (whether pursuant to a loan, a Capital Lease or otherwise), including without limitation any Debt 283 284 evidenced by the Borrower or Enterprise Equipment Lease Agreement and (ii) any Guarantor Refinancing Debt incurred to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Refinance such Debt; provided that, at the time any such Senior Notes are issued, of incurrence and after giving effect to Pro Forma Effect thereto and the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any use of the Senior Notes Debt; provided thatproceeds thereof, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in incurred under this Section 9.02(gclause (c) and then-outstanding of Borrower, Holdings and its Restricted Subsidiaries as at any one time outstanding plus (ii) the aggregate principal amount last day of all the Test Period ended on or prior to the date that such Debt permitted under Section 9.02(b) at any one time outstanding does was incurred shall not exceed the greater of (x) $25,000,000 in the aggregate.75,000,000 and

Debt. The Parent and the Borrower Such Obligor will not, and nor will not it permit any of its Restricted Subsidiary Subsidiaries to, incur, create, assume or suffer permit to exist any Debt, except: (a) the Loans Notes and any other Indebtedness and any guaranty of or suretyship arrangement for the Notes or any other Obligations arising under the Loan Documents.Indebtedness; (b) Debt (including unfunded commitments) existing on the Effective Date which is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Date; (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 due, (i) are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor or (ii) would not exceed $5,000,000 in the aggregate outstanding at any time; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) other Debt of EXLP, the Borrower and any Significant Domestic Subsidiaries; provided that (i) no Default or Event of Default exists and is continuing before and after giving pro forma effect to the incurrence of such Debt, (ii) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date, (iii) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) from the date of incurrence of such Debt to the Revolving Credit Maturity Date and the Term Loan Maturity Date and (iv) such Debt either (A) has terms substantially similar to those customary in high-yield debt offerings or (B) does not contain any financial covenants more restrictive than those contained in Section 9.10 or any other covenants or events of default that, taken as a whole, would be more restrictive than those contained herein; (f) Debt evidenced by Capital Leases or that constitutes Lease Obligations and Purchase Money Indebtedness; provided that the sum of (i) in no event shall the aggregate principal amount of all Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (f) exceed an amount equal to the greater of (i) $27,500,000 and (ii) five percent (5%) of the Maximum Facility Amount; (g) Debt described 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 EXLP or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default; (h) Debt for borrowed money assumed by EXLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of EXLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Section 9.02(bAgreement other than from Holdings and its Subsidiaries; provided that (i) at any one time outstanding plus no Default or Event of Default shall have occurred and be continuing and (ii) the aggregate principal amount of all such Debt permitted under Section 9.02(gdoes not exceed the greater of (A) at any $30,000,000 and (B) seven and one-half percent (7.5%) of Consolidated Net Tangible Assets; (i) Debt for borrowed money assumed by EXLP or one time outstanding shall of its Restricted Subsidiaries, or of a Restricted Subsidiary of EXLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than EXLP and its Subsidiaries); (j) other Debt not to exceed $25,000,000 in the aggregate.; (ck) intercompany Debt owing by the Borrower of EXLP or any Guarantor of its Restricted Subsidiaries owed to the Borrower EXLP or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other of its Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes DebtSubsidiaries; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under unsecured and, in the preceding clause (e)), (ii) case of such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinancedowed to a Restricted Subsidiary that is not an Obligor, renewed, or extended was subordinated in right of payment to the Obligations, then the Indebtedness on terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable substantially similar to the Administrative Agent and subordination provisions set forth in the Lenders as those that were applicable to the refinanced, renewed, or extended Debt.Guaranty Agreement; and (gl) other Non-Recourse Foreign Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregateForeign Subsidiary used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposes.

Debt. The Parent and the Borrower will not, and Borrowers will not permit any Restricted Subsidiary tothat is not a Loan Party to create, incur, create, assume or suffer permit to exist any Debt, except: (a) Debt existing on the Loans or other Obligations arising under the Loan Documents.Effective Date and set forth in Schedule III and any Refinancing Debt in respect thereof; (b) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the sum of (i) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor Restricted Subsidiary to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary; (c) Guarantees by any Restricted Subsidiary of Debt of a Borrower or any other Restricted Subsidiary; provided that (x) the Debt of any Restricted Subsidiary so Guaranteed is permitted to be incurred under by this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (iiy) Guarantees permitted under this clause (c) shall be subordinated to the Obligations to the same extent and on the same terms as the Debt so Guaranteed is subordinated to the Obligations and (z) to the extent required pursuant to Section 9.16 and the definition of “Guarantor”, any such extensionRestricted Subsidiary shall have also Guaranteed the Obligations; (A) Debt incurred to finance the acquisition, refinancing construction, repair, replacement or renewal does not result improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed in connection with the acquisition of any principal amount owing such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided that such Debt is incurred prior to or within 270 days after such acquisition or the completion of such construction, repair, replacement or improvement, and (B) Refinancing Debt in respect of Senior Notes Debt becoming due earlier than incurred or assumed pursuant to clause (A) above; provided further that at the date that is 91 days after the Maturity Datetime of incurrence thereof, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in permitted by this Section 9.02(gclause (d), together (without duplication) at any one time outstanding plus (ii) with the aggregate principal amount of all outstanding Debt secured by Liens incurred pursuant to Section 5.6(d), shall not exceed the greater of (x) $100,000,000 and (y) 4.25% of Consolidated Total Assets as of the fiscal year most recently ended prior to the incurrence of such Debt; (e) (A) Debt of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Restricted Subsidiary that is merged or consolidated with or into a Restricted Subsidiary in a transaction permitted hereunder) after the Effective Date, or Debt of any Person that is assumed by any Restricted Subsidiary in connection with an acquisition of assets by such Restricted Subsidiary in an acquisition permitted by this Agreement; provided that such Debt exists at the time such Person becomes a Restricted Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary (or such merger or consolidation) or such assets being acquired and (B) Refinancing Debt in respect of Debt incurred or assumed, as applicable, pursuant to clause (A) of this Section 5.5(e); (f) other Debt, together (without duplication) with the aggregate principal amount of outstanding Debt of the Loan Parties secured by ▇▇▇▇▇ incurred pursuant to Section 5.6(h), in an aggregate principal amount not exceeding at the time of incurrence thereof, the greater of (A) $250,000,000 and (B) 10.50% of Consolidated Total Assets as of the fiscal year most recently ended prior to the incurrence of such Debt at any time outstanding; (g) Debt owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (h) Debt in respect of performance bonds, bid bonds, appeal bonds, surety bonds, bankers acceptances drafts, performance and completion guarantees and similar obligations (other than in respect of other Debt), in each case provided in the ordinary course of business; (i) Debt owed in respect of any overdrafts and related liabilities arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfers of funds; provided that such Debt shall be repaid in full within five Business Days of the incurrence thereof; (j) Debt in the form of purchase price adjustments, earnouts, non-competition agreements or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any acquisition or other investment permitted under Section 9.02(bthis Agreement; and (k) at any one time outstanding does not exceed $25,000,000 Debt representing deferred compensation to directors, officers, consultants or employees of a Borrower or a Restricted Subsidiary incurred in the aggregateordinary course of business.

Debt. The Parent and Neither the Borrower nor any Subsidiary will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer permit to exist any Debt, except: (a) the Loans Notes or other Obligations arising under or any guaranty of or suretyship arrangement for the Loan Documents.Notes or other Obligations; (b) Debt under Capital Leases of the Borrower and its Subsidiaries existing on the Closing Date which is reflected in the Financial Statements or that constitutes Purchase Money Indebtedness; 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 greater than 120 days past the invoice or billing date, are being contested in good faith by appropriate proceedings, provided that reserves adequate under GAAP shall have been established therefor; (d) purchase money Debt and Debt under capital leases (as required to be reported on the sum financial statements of (ithe Borrower pursuant to GAAP) in addition to any obligations that are Debt as permitted under Section 9.05, not to exceed $5,000,000, provided, however, that the aggregate principal amount obligations due under the Hanover Processing Agreement shall not be considered capital lease obligations for purposes of all Debt described the limitation on capital leases contained in this Section 9.02(b9.01(d); (e) Debt in addition to any Debt not otherwise permitted this Section 9.01 that is unsecured and not to exceed $5,000,000 in the aggregate outstanding at one time; (f) Subordinated Debt (including any increases of Existing Other Debt in connection with any refinancings thereof or otherwise) in an amount not to exceed $20,000,000 in the aggregate outstanding at any one time outstanding plus (ii) the aggregate and with final maturity after July 31, 2007 and no sinking fund payments, scheduled principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate.payments, or mandatory redemption obligations on or prior to July 31, 2007; (cg) intercompany Existing Other Debt owing and any refinancings, renewals or extensions (but not increases except as provided in Section 9.01(f)) of such Subordinated Debt, provided that any such refinancing provides for a final maturity after September 30, 2004 (or July 31, 2004, for the portion of the 2002 Subordinated Notes being extended and renewed as described in Section 6.01(l)), and no sinking fund payments, scheduled principal payments, or mandatory redemption obligations on or prior to September 30, 2004, (or July 31, 2004, for the portion of the 2002 Subordinated Notes being extended and renewed as described in Section 6.01(l)) and is otherwise pursuant to terms and conditions satisfactory to the Majority Lenders; (h) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties of the Borrower or any Guarantor to and its Subsidiaries; (i) Hedging Agreements covering (A) oil and gas production of proved developed producing Oil and Gas Properties of the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent; provided, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubthowever, that any such increase in the principal amount of such Debt Hedging Agreements related to oil or gas production shall be deemed to be incurred under the preceding clause (e))not, (ii) such extension, refinancing either individually or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate, cover more than ninety percent (90%) of estimated production of oil or gas of the Borrower and the Guarantors for each individual period covered by the Hedging Agreements and (B) fluctuations in interest rates for notional principal amounts not to exceed at any time outstanding 80% of the Debt for borrowed money of the Borrower and its Consolidated Subsidiaries; and (j) Debt arising out of the Deferred Compensation Plan to the extent such Debt can be satisfied out of the investments permitted by Section 9.03(k) and the proceeds thereof.

Debt. The Parent and the Borrower will Subsidiaries other than CAFS. Parent shall not, and will shall not permit any Restricted Subsidiary of its Subsidiaries (other than CAFS) to, create, incur, createassume, assume become, or be liable in any manner in respect of, or suffer to exist exist, any Debt, except: except (a) the Loans or other Obligations arising Debt under the Loan Documents. Papers, (b) Funded Debt under Capital Leases or that constitutes each Note Purchase Money Indebtedness; Agreement and guaranties of such Debt made by Parent and Subsidiaries of Parent, (c) other Debt in existence on the date hereof, as shown on Schedule 4.08-a, (d) purchase money Debt incurred for the acquisition of tangible assets, provided that the sum of (i) the aggregate principal amount of all such Debt described incurred in this any fiscal year shall not exceed $1,000,000, (e) trade payables incurred and paid in the ordinary course of business, (f) Contingent Liabilities under or relating to the Loan Papers, (g) Contingent Liabilities in existence on the date hereof, as shown on Schedule 4.08-a, (h) guarantees by Parent and its Subsidiaries (other than CAFS) of obligations in respect of Interest Hedge Agreements permitted under Section 9.02(b5.19, (i) Debt of each Subsidiary of Parent (other than CAFS) to Parent or to another Subsidiary of Parent, (j) Contingent Liabilities resulting from the endorsement of negotiable instruments for collection in the ordinary course of business, (k) Convertible Subordinated Debt in an aggregate principal amount not to exceed at any one time outstanding plus $25,000,000, (l) as to Parent and its Subsidiaries (other than CAFS) on a consolidated basis, other Debt not to exceed at any time, in the aggregate principal amount, the difference between (i) $10,000,000, minus (ii) the aggregate sum of all Attributable Debt in respect of all Sale and Leasebacks occurring on and after the Effective Date, (m) renewals and restatements of any Debt described in Sections 5.07(a) through (l), provided the principal amount of all the Debt permitted under Section 9.02(g) at any one time outstanding shall renewed or restated does not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any immediately prior to such extension, refinancing renewal or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Daterestatement, and (iiin) if as to Parent, only, its obligations under the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended DebtCAFS Guaranty. (g) other Debt so long as (i) Section 5.09 is amended by deleting "and" immediately preceding "(k)" and by adding the aggregate principal amount following immediately preceding the period: , and (l) Debt of all Debt described in this CAFS payable to Cameron permitted by Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate5.20(b).

Debt. The Parent and the Borrower will Co-Issuers shall not, and will shall not permit any of their Restricted Subsidiary Subsidiaries to, incur, createassume, assume guarantee or suffer to exist otherwise become or remain directly or indirectly liable with respect to, any Debt, exceptexcept for: (a) Debt evidenced by (i) the Loans or other Obligations arising under Notes issued on the Loan Documents.Closing Date and any Permitted Refinancings thereof and (ii) any Note Guarantees; (bi) Debt under Capital Leases or that constitutes Purchase Money Indebtednessthe ABL Credit Agreement, in an aggregate principal amount at any time outstanding not to exceed the sum of $750,000,000 plus the amount of any additional revolving commitments permitted under the ABL Credit Agreement (including, for avoidance of doubt, any replacement thereof) as in effect on the date of any incurrence pursuant to this clause 5.01(b)(i); provided that the sum total Debt under the ABL Credit Agreement (including, for avoidance of doubt, any replacement thereof) incurred pursuant to this clause 5.01(b)(i) shall not exceed $1,500,000,000; (ii) other Debt (other than the Notes) outstanding on (or made pursuant to binding commitments existing on) the Closing Date and (iii) any Permitted Refinancings in respect of the foregoing; (c) (i) Debt incurred or assumed by the Co-Issuers or any of the Restricted Subsidiaries (excluding any Material IP Subsidiary) for the purpose of financing (except with respect to the equipment and fixed assets set forth on Schedule 5.01(c)), within 180 days of the applicable acquisition, lease, construction or improvement) all or any part of the cost of acquiring, leasing, constructing or improving any equipment or fixed asset (including through Capital Leases) (whether through the direct purchase of assets or the Equity Interests of any Person owning such assets) and (ii) Permitted Refinancings thereof; provided that the aggregate principal amount at any time outstanding of Debt incurred pursuant to this paragraph (c) shall not exceed $150,000,000; (d) intercompany Debt among the Co-Issuers and their Subsidiaries; provided that (x) subject to the Intercreditor Agreement, any such Debt owed to a Note Party shall be evidenced by a promissory note pledged and delivered to the Collateral Agent as additional security for the Note Obligations, together with an appropriate allonge or note power, (y) with respect to any such Debt owed by a Note Party to a Subsidiary that is not a Note Party, such Debt shall be subordinated in right of payment to the Note Obligations pursuant to the Affiliate Subordination Agreement, and (z) any corresponding Investment shall be permitted by Sections 5.07(c), (r) or (t); (i) Debt of Subsidiaries that are not Note Parties (excluding any Material IP Subsidiary) in an aggregate principal amount outstanding at any time not to exceed the Dollar equivalent of $150,000,000 and (ii) Debt of Restricted Subsidiaries (excluding any Material IP Subsidiary) in an aggregate principal amount outstanding at any time not to exceed the Dollar equivalent of $50,000,000; (f) Debt consisting of (i) the financing of insurance premiums or (ii) take or pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (i) Debt assumed in connection with Permitted Acquisitions; provided, that, (x) such Debt was not incurred in contemplation of such Permitted Acquisition, (y) both immediately prior and after giving effect to any Debt incurred pursuant to this clause (g), no Event of Default shall have occurred and be continuing and (z) prior to the occurrence of the FCCR Covenant Trigger, the Co-Issuers and the Restricted Subsidiaries shall be in compliance with the financial covenant set forth in Section 5.13, determined on a pro forma basis as of the date thereof, and after the occurrence of the FCCR Covenant Trigger, the Fixed Charge Coverage Ratio, as of the last day of the most recently ended four fiscal quarters of the Company for which financial statements have been delivered pursuant to Section 4.01(a), 4.01(b) or 4.01(c), as applicable, would have been at least 1.0 to 1.0, and (ii) any Permitted Refinancing thereof; (h) [Reserved]; (i) Debt representing deferred compensation, severance and health and retirement benefits or the equivalent thereof to employees, directors, management and consultants of the Co-Issuers or the Restricted Subsidiaries incurred in the ordinary course of business; (j) Debt consisting of obligations with respect to indemnification, the adjustment of the purchase price (including customary earnouts) or similar adjustments incurred in connection with a Permitted Acquisition or any other Investment or Disposition expressly permitted hereunder; (i) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Debt is extinguished within 5 Business Days of its incurrence and (ii) Debt in respect of credit card processing agreements, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts and in the ordinary course of business; provided that any such Debt (x) (other than credit card processing agreements or similar arrangements) is owed to the financial institutions providing such arrangements (or any Affiliate thereof) and (y) is extinguished within 30 days of its incurrence; (l) Debt incurred by the Co-Issuers or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments, in each case, issued or created in the ordinary course of business, including in respect of workers’ compensation claims, health, disability or other employee benefits (including with respect to immediate family members of employees, directors or members of management) or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers compensation claims or obligations referred to in paragraph (m) below, letters of credit in the nature of a security deposit (or similar deposit or security) given to a lessor under an operating lease of Real Estate under which such Person is lessee, 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, and any refund, replacement, refinancing or defeasance of any of the foregoing; (m) obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees and similar obligations provided by the Co-Issuers or any of the Restricted Subsidiaries, in each case, issued or created in the ordinary course of business and consistent with past practice; (n) Debt arising under Swap Agreements not incurred for purposes of speculation; (o) Debt consisting of the accretion of original issue discount with respect to Permitted Convertible Notes; (p) Guarantees of Debt of the Co-Issuers or any Subsidiary, which Debt is otherwise permitted hereunder; provided that (x) if such Debt is subordinated to the Obligations, such guarantee shall be subordinated to the same extent and (y) no such Guarantee by a Note Party shall be permitted under this paragraph (p) of Debt of a subsidiary that is not a Note Party, other than Guarantees constituting an Investment permitted under Section 5.07; (q) Debt owing to current or former officers, directors, managers, consultants or employees of the Company or immediate family members to finance the purchase or redemption of Equity Interests of the Company (or any direct or indirect parent of the Company) permitted by Section 5.03(a) and Permitted Refinancings thereof; (r) Debt of the Co-Issuers or any Restricted Subsidiary owing to any joint venture (regardless of the form of legal entity) that is not a subsidiary arising in the ordinary course of business of the Co-Issuers and their subsidiaries in connection with the cash management operations (including with respect to intercompany self-insurance arrangements); and (s) Debt of any Note Party (including Permitted Convertible Notes), if at the time of issuance or incurrence thereof: (i) no Default or Event of Default then exists or would result therefrom; (ii) such Debt does not have a scheduled maturity earlier than 91 days after the Maturity Date in effect at the time of issuance or incurrence of such Debt (other than an earlier maturity date for customary fundamental change, make-whole fundamental change, change of control or other similar event risk provisions or customary bridge financings which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for a maturity date earlier than 91 days after the Maturity Date), provided that for the avoidance of doubt, any provision of Permitted Convertible Notes (x) providing for Satisfaction of Conversion Obligation thereof or (y) permitting cash interest shall, in each case, not cause the Permitted Convertible Notes to fail to satisfy the provisions of this clause (ii); (iii) such Debt does not have any mandatory redemption, prepayment, amortization, sinking fund or similar obligations prior to the Maturity Date (other than pursuant to (x) fundamental change, make-whole fundamental change, change of control or other similar event risk provisions and, in the case of term loans or senior notes that are not convertible into Equity Interests only, customary asset sale (or casualty or condemnation event), extraordinary receipts and/or (solely in the case of term loans) excess cash flow offer or repayment provisions and, in the case of any customary bridge financing, prepayments of such bridge financing from the issuance of equity or other Debt permitted hereunder which meets the requirements of this clause and customary asset sale (or casualty or condemnation event) repayment provisions, and (y) in the case of term loans, nominal amortization requirements not to exceed 1% per annum of the initial aggregate principal amount of such Debt), provided that for the avoidance of doubt, any provision of Permitted Convertible Notes (x) providing for Satisfaction of Conversion Obligation thereof or (y) permitting cash interest shall, in each case, not cause the Permitted Convertible Notes to fail to satisfy the provisions of this clause (iii); (iv) the covenants and events of default set forth in the applicable definitive documentation for such Debt are not more materially restrictive, taken as a whole, than the covenants and events of default set forth in this Indenture (as determined by the Company in good faith), except for (x) provisions applicable only to periods after the Maturity Date in effect at the time of effectiveness of the applicable definitive documentation for such Debt, (y) provisions related to any equity provisions of such Debt or (z) terms that are customary market terms for Debt of such type as reasonably determined by the Company; (v) to the extent such Debt is subordinated, the terms of such Debt provide for customary payment or lien subordination, as applicable, to the Note Obligations; (vi) which Debt: (A) may be unsecured; or (B) secured; provided that if such Debt is secured: (1) prior to the Fixed Asset Release Event, to the extent such Debt is secured by assets of the Co-Issuers and their Subsidiaries constituting Collateral, the Lien on such Collateral securing such Debt shall be pari passu or junior to the Lien on such Collateral securing the Note Obligations; (2) after the Fixed Asset Release Event, (i) to the extent such Debt is secured by assets of the Co-Issuers and their Subsidiaries constituting ABL Collateral, the Lien on such ABL Collateral securing such Debt shall be pari passu or junior to the Lien on such ABL Collateral securing the Note Obligations and (ii) to the extent such Debt is secured by assets of the Co-Issuers and their Subsidiaries constituting Fixed Assets, (x) if a First Lien Event has occurred, the Note Obligations shall be secured by a Lien on such Fixed Assets, which Lien shall be senior or pari passu to the Lien on such Fixed Assets securing such Debt or (y) if a First Lien Event has not occurred, the Note Obligations shall be secured by a Lien on such Fixed Assets, which Lien shall be senior, pari passu or junior to the Lien on such Fixed Assets securing such Debt; (3) if secured by a Lien on ABL Collateral or Fixed Assets, at the time of the entering into of any such Debt, an Acceptable Intercreditor Agreement shall have been entered into and shall be in full force and effect; (4) prior to the Fixed Asset Release Event, such Debt shall not be secured by any Intellectual Property or by the Equity Interests of any Subsidiary the assets of which are comprised primarily of Intellectual Property; provided that if after the Fixed Asset Release Event such Debt is secured by any Intellectual Property or by the Equity Interests of any Subsidiary the assets of which are comprised primarily of Intellectual Property, (x) if a First Lien Event has occurred, the Note Obligations shall be secured by a Lien on such Intellectual Property and Equity Interests, which Lien may be senior or pari passu to the Lien on such Intellectual Property and Equity Interests securing such Debt or (y) if a First Lien Event has not occurred, the Note Obligations shall be secured by a Lien on such Intellectual Property and Equity Interests, which Lien shall be senior, pari passu or junior to the Lien on such Intellectual Property and Equity Interests securing such Debt; and (5) the aggregate principal amount of all such secured Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate. greater of (cA) intercompany the Incremental Secured Debt owing by the Borrower or Cap at any Guarantor to the Borrower or any Guarantor. time outstanding and (dB) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any an amount such Senior Notes are issued, that after giving pro forma effect to the incurrence of such Senior Notes Debt, the Borrower Secured Leverage Ratio is equal to or less than 1.50 to 1.00; (C) may be guaranteed on a like basis by the other Note Parties; and (vii) subject to the cap set forth in Section 5.01(s)(vi)(5) above with respect to secured Debt, all Debt under this Section 5.01(s) shall be in an aggregate principal amount not to exceed the greater of (A) the Incremental Total Debt Cap at any time outstanding and (B) an amount such that after giving pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable effect to the Administrative Agentincurrence of such Debt, the Total Leverage Ratio is equal to or less than 4.00 to 1.00; (all unsecured Debt incurred or issued under this clause (s) is referred to as “Permitted Additional Unsecured Indebtedness” and all secured Debt incurred or issued under this clause (s) is referred to as “Permitted Additional Secured Indebtedness”).; (ft) Debt that represents an extensionPermitted Convertible Notes issued by the Company (which may be guaranteed on a like basis by the other Note Parties), refinancingand Guarantees by any Note Party of Permitted Convertible Notes issued by Rivian Parent, in each case if at the time of issuance or renewal of any of the Senior Notes Debt; provided that, incurrence thereof: (i) no Default or Event of Default then exists or would result therefrom; (ii) such Permitted Convertible Notes do not have a scheduled maturity earlier than 91 days after the principal amount Maturity Date in effect at the time of issuance or incurrence of such Debt is not increased Permitted Convertible Notes (other than by an earlier maturity date for customary fundamental change, make-whole fundamental change, change of control or other similar event risk provisions or customary bridge financings which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for a maturity date earlier than 91 days after the costsMaturity Date), fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, provided that for the avoidance of doubt, that any such increase provision of Permitted Convertible Notes (x) providing for Satisfaction of Conversion Obligation thereof or (y) permitting cash interest shall, in each case, not cause the principal amount Permitted Convertible Notes to fail to satisfy the provisions of such Debt shall be deemed to be incurred under the preceding this clause (eii)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and ; (iii) if the Senior such Permitted Convertible Notes Debt that is refinanceddo not have any mandatory redemption, renewedprepayment, amortization, sinking fund or extended was subordinated in right of payment similar obligations prior to the ObligationsMaturity Date (other than pursuant to fundamental change, then the terms and conditions make-whole fundamental change, change of the refinancingcontrol or other similar event risk provisions and, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate.case of any customary bridge financing, prepayments of such bridge fi

Debt. The Parent and the Borrower will not, and Borrowers will not permit any Restricted Subsidiary tothat is not a Loan Party to create, incur, create, assume or suffer permit to exist any Debt, except: (a) Debt existing on the Loans or other Obligations arising under the Loan Documents.Effective Date and set forth in Schedule III and any Refinancing Debt in respect thereof; (b) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the sum of (i) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor Restricted Subsidiary to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary; (c) Guarantees by any Restricted Subsidiary of Debt of a Borrower or any other Restricted Subsidiary; provided that (x) the Debt of any Restricted Subsidiary so Guaranteed is permitted to be incurred under by this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (iiy) Guarantees permitted under this clause (c) shall be subordinated to the Obligations to the same extent and on the same terms as the Debt so Guaranteed is subordinated to the Obligations and (z) to the extent required pursuant to Section 9.16 and the definition of “Guarantor”, any such extensionRestricted Subsidiary shall have also Guaranteed the Obligations; (A) Debt incurred to finance the acquisition, refinancing construction, repair, replacement or renewal does not result improvement of any fixed or capital assets, including Capital Lease Obligations and any Debt assumed in connection with the acquisition of any principal amount owing such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided that such Debt is incurred prior to or within 270 days after such acquisition or the completion of such construction, repair, replacement or improvement, and (B) Refinancing Debt in respect of Senior Notes Debt becoming due earlier than incurred or assumed pursuant to clause (A) above; provided further that at the date that is 91 days after the Maturity Datetime of incurrence thereof, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in permitted by this Section 9.02(gclause (d), together (without duplication) at any one time outstanding plus (ii) with the aggregate principal amount of all outstanding Debt secured by Liens incurred pursuant to Section 5.6(d), shall not exceed the greater of (x) $100,000,000 and (y) 4.25% of Consolidated Total Assets as of the fiscal year most recently ended prior to the incurrence of such Debt; (e) (A) Debt of any Person that becomes a Restricted Subsidiary (or of any Person not previously a Restricted Subsidiary that is merged or consolidated with or into a Restricted Subsidiary in a transaction permitted hereunder) after the Effective Date, or Debt of any Person that is assumed by any Restricted Subsidiary in connection with an acquisition of assets by such Restricted Subsidiary in an acquisition permitted by this Agreement; provided that such Debt exists at the time such Person becomes a Restricted Subsidiary (or is so merged or consolidated) or such assets are acquired and is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary (or such merger or consolidation) or such assets being acquired and (B) Refinancing Debt in respect of Debt incurred or assumed, as applicable, pursuant to clause (A) of this Section 5.5(e); (f) other Debt, together (without duplication) with the aggregate principal amount of outstanding Debt of the Loan Parties secured by Liens incurred pursuant to Section 5.6(h), in an aggregate principal amount not exceeding at the time of incurrence thereof, the greater of (A) $250,000,000 and (B) 10.50% of Consolidated Total Assets as of the fiscal year most recently ended prior to the incurrence of such Debt at any time outstanding; (g) Debt owed to any Person (including obligations in respect of letters of credit for the benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (h) Debt in respect of performance bonds, bid bonds, appeal bonds, surety bonds, bankers acceptances drafts, performance and completion guarantees and similar obligations (other than in respect of other Debt), in each case provided in the ordinary course of business; (i) Debt owed in respect of any overdrafts and related liabilities arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfers of funds; provided that such Debt shall be repaid in full within five Business Days of the incurrence thereof; (j) Debt in the form of purchase price adjustments, earnouts, non-competition agreements or other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any acquisition or other investment permitted under Section 9.02(bthis Agreement; and (k) at any one time outstanding does not exceed $25,000,000 Debt representing deferred compensation to directors, officers, consultants or employees of a Borrower or a Restricted Subsidiary incurred in the aggregateordinary course of business.

Debt. The Parent and the Borrower Company will not, and will not permit any Restricted Subsidiary to, incur, create, or assume or suffer to exist any Debt, except: (a) The Secured Obligations or any guarantee of or suretyship arrangement for the Loans or other Secured Obligations arising under (including any guarantee of the Loan Documents.Notes by any Guarantor required by Section 4.15); (b) Debt under Capital Leases (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of any Note Party (pursuant to purchase money mortgages or otherwise, whether owed to the seller or a third party) used in the ordinary course of business of such Note Party (provided (A) that constitutes Purchase Money Indebtedness; such Debt is incurred within sixty (60) days of the acquisition of such property and (B) that the principal amount of all such Debt incurred pursuant to this clause (i) at any time shall not exceed (1) $25,000,000 in the aggregate with all other Debt outstanding at the time of incurrence pursuant to this clause (1) plus (2) additional amounts, if any, that do not, pro forma for the incurrence of such Debt and the application of proceeds thereof, cause the Total Debt to EBITDAX ratio measured as of the most recently ended fiscal quarter for which financial statements are available to exceed 2.75 to 1.00 as measured at the time of incurrence and provided that the sum Total Debt to EBITDAX ratio measured as of the most recently ended fiscal quarter for which financial statements are available is no higher on a pro forma basis than such ratio immediately prior to such transaction) and (iii) in respect of Capital Leases, provided that the aggregate principal amount of all Debt described outstanding pursuant to this clause (ii) shall not exceed $2,000,000 in this Section 9.02(b) the aggregate at any one time or such greater amount permitted under the First Lien Credit Agreement as of such time or, if the First Lien Credit Agreement ceases to exist, the Credit Facility as in effect at such time; (c) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of, or provision for the abandonment and remediation of, the Oil and Gas Properties; (d) intercompany Debt between Note Parties to the extent permitted by Section 4.30(d); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than one of the Note Parties, (ii) any such Debt owed by either the Company or a Guarantor shall be subordinated to the Secured Obligations on terms set forth in the Subsidiary Guarantee and (iii) any such Debt shall not have any scheduled amortization prior to ninety (90) days after the Stated Maturity of the Notes; (e) Endorsements of negotiable instruments for collection in the ordinary course of business; (f) the Existing Notes and any Permitted Refinancing Debt (subject to Section 4.29(b) hereof) in respect of such Existing Notes; provided that (i) the remaining outstanding plus principal balance of the Existing Notes shall be less than or equal to $30,000,000 at all times on or after March 1, 2020 and (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding Company shall not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor have furnished to the Borrower or Trustee and to any Guarantor. (d) requesting Holders prior written notice of its intent to incur any such Permitted Refinancing Debt constituting a guaranty by the Parentin accordance with Section 4.29(b), the Borrower or any other Restricted Subsidiary amount thereof, and the anticipated closing date, together with copies of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided thatdrafts of the material definitive documents therefor promptly after such drafts are available and, at when completed, copies of the time any such Senior Notes are issued, after giving effect to the incurrence final versions of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate.material definitive documents;

Debt. The Parent and Until such time as the Commitments hereunder are reduced to $1,400,000,000, permit the Borrower will not, and will not permit or any Restricted Subsidiary toof its Subsidiaries to create, incur, create, assume or suffer to exist exist, any Debt, except: (ai) the Loans or other Obligations arising Debt under the Loan Documents., Debt under the Parent Five- Year Revolving Credit Facility and Debt under the Parent 364-Day Revolving Credit Facility; (ii) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $ 200,000,000 at any time outstanding, (iii) Capitalized Leases not to exceed in the aggregate $100,000,000 at any time outstanding, (iv) the Surviving Debt described on Schedule 5.02 (b) hereto, and any Debt under Capital Leases extending the maturity of, or that constitutes Purchase Money Indebtedness; refunding or refinancing, in whole or in part, any Surviving Debt, provided that the sum terms of (i) the aggregate principal amount any such extending, refunding or refinancing Debt, and of all Debt described any agreement entered into and of any instrument issued in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt connection therewith, are otherwise permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the ParentLoan Documents, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt further that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Surviving Debt is shall not be increased (other than by above the costsprincipal amount thereof outstanding immediately prior to such extension, feesrefunding or refinancing, premiums and expenses the direct and by accrued and unpaid interest paid contingent obligors therefor shall not be changed, as a result of or in connection with any such extension, refinancing refunding or renewalrefinancing, provided still further that the terms relating to principal amount, amortization, maturity, collateral (if any) except in compliance with the preceding clause and subordination (e) (it being understoodif any), for the avoidance and other material terms taken as a whole, of doubt, that any such increase extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate, (v) unsecured Debt in respect of acceptance, letter of credit or similar facilities issued in the ordinary of credit in an aggregate amount not to exceed $250,000,000 at any time outstanding, (vi) unsecured Debt in the ordinary course of business for borrowed money, maturing within one year from the date incurred, evidenced by commercial paper, (vii) other Debt in an aggregate principal amount not to exceed $500,000,000 at any time outstanding, (viii) Debt in respect of the exercise of overdraft privileges on a basis not more frequent than once each calendar month for not more than five Business Days in an aggregate amount not to exceed $50,000,000 at any time outstanding, (ix) Debt the Net Cash Proceeds of which are used solely to prepay Debt under this Agreement or to prepay commercial paper; and (x) in the case of any Subsidiary of the Parent, Debt owed to the Parent or to a wholly owned Subsidiary of the Parent, provided that, if the obligor under such Debt is a Loan Party, then such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then obligations of such Loan Party under the Loan Documents upon terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that are at least as favorable acceptable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended DebtAgent. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate.

Debt. The Parent and the Borrower will Company shall not, and will shall not permit any of its Restricted Subsidiary to, incur, create, assume Subsidiaries to create or suffer to exist any Debt, exceptDebt other than: (a) the Loans or other Obligations arising (i) Debt under the Loan Documents. Documents and (bii) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that incurred pursuant to the Term Loan Credit Agreement and the related credit documents in an aggregate principal amount not to exceed the sum of (ix) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding $550,000,000 plus (iiy) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 amounts so long as, in the aggregate. case of this clause (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issuedy), after giving effect to the incurrence thereof, (A) in the case of such Senior Notes Debt constituting First Priority Debt, the Borrower First Priority Debt Leverage Ratio is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable equal to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided thatless than 2.00 to 1.00, (iB) in the principal amount case of such Debt is not increased constituting Priority Debt (other than by First Priority Debt), the costs, fees, premiums Priority Debt Leverage Ratio is equal to or less than 3.00 to 1.00 and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal(C) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount case of such Debt shall be deemed that is unsecured and is not guaranteed by any Subsidiary of the Borrower, the Total Leverage Ratio is equal to or less than 5.00 to 1.00, in each case, including any Debt incurred in lieu of Debt under the Term Loan Credit Agreement in the form of “incremental equivalent debt” permitted to be incurred under the preceding Term Loan Credit Agreement as in effect on the Amendment No. 1 Effective Date, and, in the case of this clause (ii) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part thereof that meets the definition of Permitted Refinancing (it being understood that if the amount of any Debt is increased in connection with any extension, renewal or replacement, the amount permitted as a Permitted Refinancing shall be permitted under this clause (a)(ii) and the amount above the amount permitted as a Permitted Refinancing shall be permitted if permitted under another clause of this Section 8.01); (b) Debt issued and outstanding or available under existing lines of credit or other facilities on the Closing Date so long as such Debt is listed on Schedule 8.01(b) hereto, and any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part thereof that meets the definition of Permitted Refinancing (it being understood that if the amount of any Debt is increased in connection with any extension, renewal or replacement, the amount permitted as a Permitted Refinancing shall be permitted under this clause (b) and the amount above the amount permitted as a Permitted Refinancing shall be permitted if permitted under another clause of this Section 8.01); (c) Debt (i) among Loan Parties, (ii) from a Restricted Subsidiary that is not a Loan Party owing to a Loan Party to the extent permitted by Section 8.02, or (iii) among Restricted Subsidiaries that are not Loan Parties; (d) cash management obligations and Debt incurred in respect of netting services, overdraft protection and similar arrangements; (e) Debt of a Person that existed at the time such Person is acquired and becomes a Restricted Subsidiary of the Company or Debt of a Person that existed at the time such Person is merged or consolidated with a Restricted Subsidiary or Debt acquired by a Restricted Subsidiary in connection with an Acquisition, in each case, to the extent such Debt was not created in contemplation of such acquisition, merger or consolidation and is not secured by any assets other than those acquired so long as all such Debt outstanding pursuant to this clause (e) shall not exceed $100,000,000 in the aggregate at any time; (f) any earn-out obligation that comprises a portion of the consideration for an acquisition or Debt consisting of obligations under deferred compensation or other similar arrangements incurred in connection with an acquisition; (g) capital lease obligations and purchase money obligations for the purchase of goods on ordinary trade terms, fixed assets or capital assets so long as all such Debt outstanding pursuant to this clause (g) shall not exceed $50,000,000 in the aggregate at any time; (h) Guarantees with respect to Debt of Loan Parties permitted under this Section 8.01; (i) (x) Debt under Secured Hedge Agreements or Secured Cash Management Agreements or (y) Debt (secured or unsecured) at Restricted Subsidiaries that are not Guarantors, so long as all Debt outstanding pursuant to this clause (y) of this clause (i) shall not exceed $300,000,000 in the aggregate; (j) Debt under Section 2.01(b) and other Debt (which may be secured to the extent permitted under Section 8.06) in the aggregate not to exceed $200,000,000; (k) unsecured Debt of a Loan Party so long as after giving effect to such transaction the Leverage Ratio is 6.00 to 1.00 or less; (l) Debt in respect of bid, performance, surety bonds or completion bonds issued for the account of the Borrower or any Restricted Subsidiary in the ordinary course of business, including guarantees or obligations of the Borrower or any Restricted Subsidiary with respect to letters of credit supporting such bid, performance, surety or completion obligations; (m) Debt of a Restricted Subsidiary that is a joint venture so long as all Debt outstanding pursuant to this clause (m) shall not exceed $75,000,000 in the aggregate; and (n) obligations under Swap Contracts entered into for non-speculative purposes; and (o) Debt of Loan Parties in amounts so long as, after giving effect to the incurrence thereof, (A) in the case of Debt constituting First Priority Debt, the First Priority Debt Leverage Ratio is equal to or less than 2.00 to 1.00 and (B) in the case of Debt constituting Priority Debt (other than First Priority Debt), the Priority Debt Leverage Ratio is equal to or less than 3.00 to 1.00, in each case, including any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part thereof that meets the definition of Permitted Refinancing (it being understood that if the amount of any such Debt is increased in connection with any extension, renewal or replacement, the amount permitted as a Permitted Refinancing shall be permitted under this clause (o) and the amount above the amount permitted as a Permitted Refinancing shall be permitted if permitted under another clause of this Section 8.01); provided that such Debt (i) shall not be secured by any property or assets of the Loan Parties or any Restricted Subsidiary other than Collateral and, to the extent not Collateral, Real Property, and unless such Debt is unsecured, shall be subject to the Intercreditor Agreement or another customary intercreditor agreement reasonably satisfactory to the Administrative Agent (and to the extent secured by ABL Collateral, such Liens on ABL Collateral shall be expressly made junior to the Liens in favor of the Administrative Agent), (ii) such extension, refinancing shall not be guaranteed by any Person other than one or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, more Loan Parties and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment shall not mature prior to the Obligations, then Maturity Date in effect at the terms and conditions of the refinancing, renewal, or extension time such Debt must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debtis incurred. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate.

Debt. The Parent and the Borrower will notnot incur, create, assume, or permit to exist, and will not permit any Restricted Subsidiary to, to incur, create, assume assume, or suffer permit to exist exist, any Debt, except: (a) the Loans or other Obligations arising under Debt and Contingent Liabilities pursuant to the Loan Documents.; (b) Existing Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the sum of (i) the aggregate principal amount of all Debt and Contingent Liabilities described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate.on Schedule 7.1 hereto; (c) intercompany Extensions, renewals, refundings, amendments or replacements of Debt owing permitted by clauses (a) and (b) above or clause (d) below provided that no such extension, renewal, refunding or replacement shall (i) if such Debt is Subordinated Debt, amend or modify any subordination provisions, if any, contained in the original Debt so that the Debt, as extended, renewed or replaced, is no longer Subordinated Debt, (ii) shorten the fixed maturity of the Debt being refinanced, (iii) increase the principal amount of the Debt being financed by an amount greater than the lesser of (A) reasonable fees and expenses incurred in connection with such refinancing and (B) an amount equal to five percent (5.00%) of the principal amount of the Debt being refinanced, or (iv) increase the rate of interest to a rate greater than the current market rate at the time of the extension, renewal, refunding or replacement of the original Debt; (d) Subordinated Debt so long as the Borrower has delivered a Compliance Certificate concurrently with the issuance thereof demonstrating pro forma compliance with Sections 8.1, 8.2 and 8.3 of this Agreement; (e) Additional purchase money Debt and Capital Lease Obligations in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; (f) Debt of the Borrower to a Guarantor or of a Guarantor to the Borrower, so long as such Debt is evidenced by an Intercompany Note and does not exceed the Revolving Credit Commitments (as defined in the Senior Credit Agreement), in the aggregate, outstanding at any time; (g) Debt of the Borrower to a Subsidiary which is not a Guarantor or of a Subsidiary to another Subsidiary which is not a Guarantor so long as such Debt is evidenced by an Intercompany Note and does not exceed $2,000,000, in the aggregate, outstanding at any time; (h) Obligations of the Borrower or any Subsidiary under real estate leases entered into in the ordinary course of business; (i) Contingent Obligations under any guaranty by the Borrower or any Guarantor Subsidiary of obligations as lessee under any lease which is otherwise permitted under this Agreement; (j) Debt constituting deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds and performance bonds and other obligations of a like nature that are incurred in the ordinary course of business, not to exceed $2,000,000 in the aggregate at any time outstanding; (k) indemnities arising under agreements entered into by the Borrower or any Guarantor.Subsidiary in the ordinary course of business; (dl) Debt constituting a guaranty by the Parentarising on account of deferred Taxes, the Borrower deferred workers compensation liabilities or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02.deferred employee medical liabilities; and (em) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is Additional Debt other than described in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent).Sections 7.1 (fa) Debt that represents through 7.1(l) in an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) not to exceed $2,500,000 at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregateoutstanding.

Debt. The Parent and the Borrower will not, and will not permit any Restricted Subsidiary toCreate, incur, create, assume or suffer to exist any Debt, except: (a) the Loans or other Obligations arising Debt under the Loan Documents.; (b) Guaranties in respect of Debt under Capital Leases permitted by this Section 7.03; (c) Debt outstanding on the date hereof and listed on Schedule 7.03(c) and any refinancings, refundings, renewals or that constitutes Purchase Money Indebtednessextensions thereof; provided that the sum of (i) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal 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 than by the costsreasonable amount paid, fees, premiums and fees and expenses and by accrued and unpaid interest paid reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extensionrefinancing, refinancing refunding, renewing or renewalextending Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Debt being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Debt does not exceed the then applicable market interest rate; (d) except Debt incurred to purchase assets or consisting of Capital Lease Obligations, provided, that immediately before and after giving effect to such proposed Debt there shall exist no Default and either (i) the Minimum Covenant Threshold shall be satisfied or (ii) Availability exceeds the greater of $60,000,000 or 30% of the Aggregate Commitments, and in compliance no event shall the aggregate outstanding amount of such Debt (including such proposed Debt) exceed $25,000,000; (e) Debt under the Senior Notes; (f) Debt in respect of intercompany loans between and among any of the Borrower and any Guarantor, each of which such loans shall be evidenced by a promissory note, provided that such Debt is subordinate to any Obligations under any of the Loan Documents and under the Senior Notes in form and substance satisfactory to the Administrative Agent; (g) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that such obligations are (or were) entered into in the ordinary course of business for the purpose of (i) directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by the Borrower and its Subsidiaries, or changes in the value of securities issued by the Borrower and its Subsidiaries, and not for purposes of speculation or taking a “market view”, or (ii) unwinding, in whole or in part, Swap Contracts entered into for a purpose described in the preceding clause (ei); (h) Guaranties in respect of transactions by the Borrower or any Subsidiaries permitted under this Agreement; (it being understood, for the avoidance of doubt, that any such increase i) consolidated cash management obligations in the principal amount ordinary course of business among the Borrower and the Guarantors; (j) other unsecured Debt not otherwise permitted pursuant to this Section 7.03, provided, (i) immediately before and after giving effect to such Debt there shall be deemed to be incurred under the preceding clause (e))exist no Default, and (ii) such extension, refinancing unsecured Debt shall not have (w) any scheduled amortization or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days mandatory prepayments or obligations to repurchase prior to six months after the Maturity Date, and (iiix) if the Senior Notes Debt that is refinancedany terms, renewed, or extended was subordinated in right of payment to the Obligations, then the terms covenants and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions provisions that are at least as favorable to materially more restrictive on the Borrower and its Subsidiaries than this Agreement or provide materially greater enforcement rights than the enforcement rights of the Administrative Agent and the Lenders as those that were applicable to under the refinanced, renewed, or extended Debt.Loan Documents; (gk) other unsecured Debt so long as not otherwise permitted pursuant to this Section 7.03, provided immediately before and after giving effect to such proposed Debt (i) there shall exist no Default, (ii) either (A) the Minimum Covenant Threshold shall be satisfied or (B) Availability shall exceed the greater of $60,000,000 or 30% of the Aggregate Commitments, and (iii) the aggregate outstanding principal amount of all such Debt described in shall not exceed $25,000,000; and (l) secured Debt (including Capital Lease Obligations) not otherwise permitted pursuant to this Section 9.02(g7.03 and subject to the execution of an intercreditor agreement in form and substance satisfactory to the Administrative Agent, provided immediately before and after giving effect to such proposed Debt (i) at any one time outstanding plus there shall exist no Default, (ii) either (A) the Minimum Covenant Threshold shall be satisfied or (B) Availability shall exceed the greater of $60,000,000 or 30% of the Aggregate Commitments, and (iii) the aggregate outstanding principal amount of all such Debt permitted under Section 9.02(b) at any one time outstanding does shall not exceed $25,000,000 in the aggregate100,000,000.

Debt. The Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans Notes or other Obligations 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 under the Revolving Facility (and guarantees thereof) in an aggregate principal amount not exceeding 40% of Total Proved Reserve Value as of the date such Debt is incurred. (c) Debt of the Borrower and its Subsidiaries existing on the date hereof that is reflected in the Financial Statements. (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 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. (e) Debt of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including obligations under Capital 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 constitutes Purchase Money Indebtednessdo not increase the outstanding principal amount thereof; provided that the sum of (i) such Debt is incurred prior to or within 90 days after such acquisition or the aggregate principal amount completion of all Debt described in this Section 9.02(b) at any one time outstanding plus such construction or improvement and (ii) the aggregate principal amount of all Debt permitted under Section 9.02(gby this clause (d) at any one time outstanding shall not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent)3,000,000. (f) Debt that represents an extensionin respect of letters of credit, refinancingbank or completion guarantees, surety, performance, warranty, bid, appeal or renewal other bonds or guarantees and similar instruments, in each case to the extent (x) required by Governmental Requirements or any third Person and (y) provided in the ordinary course of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid business in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions operation of the refinancing, renewal, or extension Debt must include subordination terms Oil and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended DebtGas Properties. (g) other intercompany Debt so long as 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 is not held, assigned, transferred, negotiated or pledged to any Person other than, in the case of the Parent Loan, the Parent and otherwise, the Borrower or one of its Wholly-Owned Subsidiaries, (2) any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement, (3) any such Debt shall not have any scheduled amortization prior to January 31, 2012 and (4) in the case of the Parent Loan (x) no interest shall be payable in cash thereon and (y) no payments may be made if a Default shall have occurred and be continuing. (h) endorsements of negotiable instruments for collection in the ordinary course of business. (i) 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. (j) Debt incurred in connection with vendor financing provided by Midland Pipe Corporation and its affiliates not to exceed $15,000,000 in the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus outstanding. (iik) other Debt secured by Liens pari passu with the Liens securing the Indebtedness hereunder in an aggregate principal amount of all at any time outstanding not exceeding $100,000,000, provided such Debt permitted under Section 9.02(bmatures no earlier than the Maturity Date. (l) other unsecured Debt, provided at the time such Debt is incurred no Default exists. (m) other Debt not to exceed $3,000,000 in the aggregate at any one time outstanding does not exceed $25,000,000 in the aggregateoutstanding.

Debt. The Parent and the Borrower will not, and will not permit any Restricted Subsidiary toDirectly or indirectly create, incur, createassume, assume guaranty, or suffer otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to exist any Debt, Debt except: : (a) the Loans or other Obligations arising under the Loan Documents. Obligation; (b) intercompany Debt under Capital Leases among Borrowers, incurred in the ordinary course of business; (c) Debt owing by SHS to the Company or that constitutes Purchase Money Indebtedness; provided that another Borrower in an aggregate principal amount not to exceed the sum of (i) the aggregate principal amount balance of all such Debt described in this Section 9.02(b) at any one time outstanding plus as of the Closing Date and (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. 1,500,000; (d) Debt constituting a guaranty incurred after the Closing Date in connection with Capital Leases or purchases secured by purchase money Liens, in both cases together not to exceed $5,000,000 in outstanding principal amount in the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. aggregate; (e) Debt under the Senior Notes and related Senior Notes Debt; provided thatLoan Documents, at the time any such Senior Notes are issued, after giving effect but only to the incurrence extent permitted under the terms of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). Intercreditor Agreement; (f) Debt existing on the Closing Date and identified on Schedule 11.1; (g) Debt incurred in connection with refinancing of those certain mortgages existing on the date hereof that represents an extensionencumber certain real property owned by the Borrowers on the date hereof, refinancingas set forth in Schedule 11.1, or renewal of any of which Debt shall not exceed the Senior Notes Debtprincipal balance secured by such mortgages on the Closing Date; provided that, (h) Debt incurred in connection with the Sumitomo Transaction and the SunTrust Transaction; and (i) the unsecured Indebtedness not to exceed $2,000,000 in outstanding principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate. No Borrower will, and will not permit any of its Subsidiaries to, incur any Liabilities except Debt permitted herein and trade payables and normal accruals in the ordinary course of business not yet due and payable or with respect to which any Borrower or any of its Subsidiaries is contesting in good faith the amount or validity thereof by appropriate proceedings and then only to the extent that such Borrower or any of its Subsidiaries has established adequate reserves therefor under GAAP.

Debt. The Parent and the Borrower will notnot incur, create, assume, or permit to exist, and will not permit any Restricted Subsidiary to, to incur, create, assume assume, or suffer permit to exist exist, any Debt, except: (a) the Loans or other Obligations arising under Debt and Contingent Liabilities pursuant to the Loan Documents.; (b) unsecured Subordinated Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the sum of (iand Contingent Liabilities incurred in connection with a transaction permitted by Section 10.3(d)(iv)(A) the in an aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) together with the aggregate principal amount of all any Debt permitted under Section 9.02(gincurred pursuant to clause (d) to refinance such Debt) not to exceed $10,000,000 at any one time outstanding shall not exceed $25,000,000 in the aggregate.outstanding; (c) intercompany Existing Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor.and Contingent Liabilities described on Schedule 10.1 hereto; (d) Debt constituting a guaranty by the ParentExtensions, the Borrower renewals, refundings, amendments or any other Restricted Subsidiary replacements of other Debt permitted by clauses (b) and (c) above provided that no such extension, renewal, refunding or replacement shall (i) if such Debt is Subordinated Debt, amend or modify any subordination provisions, if any, contained in the original Debt so that the Debt, as extended, renewed or replaced, is no longer Subordinated Debt, (ii) shorten the fixed maturity the Debt being refinanced, (iii) increase the principal amount of the Debt being refinanced by an amount greater than the lesser of (A) reasonable fees and expenses incurred in connection with such refinancing and (B) an amount equal to be incurred under this Section 9.02.five percent (5.00%) of the principal amount of the Debt being refinanced, or (iv) increase the rate of interest to a rate greater than the current market rate at the time of the extension, renewal, refunding, or replacement of the original Debt; (e) Senior Notes and related Senior Notes Subordinated Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent).; (f) Additional purchase money Debt that represents and Capital Lease Obligations in an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) not to exceed $1,000,000 at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate.outstanding;

Debt. The Parent and the Borrower will not, and Company will not permit any Restricted Subsidiary tocreate, incur, create, assume or suffer to exist exist, or permit any Restricted Subsidiary to create, incur, assume or suffer to exist, any Debt, except: (a) the Loans or other Obligations arising Debt under the Loan Documents.Notes; (b) Debt of the Company and the Guarantors under the Franchise Facility; (c) Debt of the Company and the Guarantors under the Bank Credit Agreement in an aggregate principal amount not to exceed $500,000,000; (d) Debt of the Company and its Restricted Subsidiaries existing on the Effective Date and set forth in Schedule 10.4; (e) purchase money Debt (including Capital Leases Lease Obligations or obligations under Synthetic Leases) incurred by the Company or any of its Restricted Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof; provided, that constitutes Purchase Money Indebtedness; provided that the sum of (i) the aggregate principal amount of all such Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e))20,000,000, (ii) such extension, refinancing or renewal does Debt when incurred shall not result in any principal amount owing in respect exceed the purchase price of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, asset(s) financed; and (iii) if the Senior Notes no such Debt that is refinanced, renewed, or extended was subordinated shall be refinanced for a principal amount in right of payment to the Obligations, then the terms and conditions excess of the principal balance outstanding thereon at the time of such refinancing, renewal, ; (f) secured Debt of the Company and its Restricted Subsidiaries assumed in connection with a Permitted Acquisition so long as such Debt (i) was not incurred in anticipation of or extension Debt must include subordination terms in connection with the respective Permitted Acquisition and conditions that are (ii) does not exceed $50,000,000 in the aggregate at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt.any time outstanding; (g) other Debt so long as obligations (contingent or otherwise) of the Company or any Restricted Subsidiary existing or arising under any Hedging Agreement, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Hedging Agreement does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) Debt in the form of Guaranties of Debt permitted by Section 10.12(c); and (i) other unsecured Debt of the Company and its Restricted Subsidiaries not to exceed $10,000,000 in the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregateoutstanding.

Debt. The Parent and the Borrower will not, and will not permit any Restricted Subsidiary toCreate, incur, create, assume or suffer to exist exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (ai) the Loans or other Obligations arising Debt under the Loan Documents. (b) , and any refunding, refinancing or replacement, in whole or in part, of any Debt under Capital Leases or that constitutes Purchase Money Indebtednessthe Loan Documents; provided that the sum of (iA) the aggregate principal amount direct and contingent obligors on such Debt shall not be changed unless any new obligors execute and deliver to the Agent a Subsidiary Guaranty Supplement pursuant to Section 7.01(i) and (B) the maturity date of all such extending, refunding or refinancing Debt described in this Section 9.02(b) at any one time outstanding plus shall occur after the Maturity Date; (ii) Debt secured by Liens permitted by Section 7.02(a)(iv) not to exceed in the aggregate principal amount of all Debt permitted under Section 9.02(g) $25,000,000 at any one time outstanding shall outstanding; (iii) Capitalized Leases not to exceed in the aggregate $25,000,000 in the aggregate.at any time outstanding; (civ) intercompany the Existing Debt owing by (including Obligations outstanding immediately before the occurrence of the Effective Date that are recharacterized as Debt, in connection with the completion of the audit report for the annual financial statements of the Borrower for each of the 2005 and 2006 Fiscal Years or any Guarantor to restatement of its annual financial statements for the Borrower 2004 Fiscal Year or any Guarantor. (d) prior Fiscal Year), and any Debt constituting a guaranty by extending the Parentmaturity of, the Borrower or refunding, replacing or refinancing, in whole or in part, any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Existing Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 that (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (iA) the principal amount of such Debt is shall not be increased above the principal amount outstanding immediately prior to such extension, refunding or refinancing (plus any expenses or premiums incurred in connection with refinancing, replacing or refunding such Debt), and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, (B) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding, replacement, refinancing or replacement Debt, and of any agreement entered into and of any instruments issued in connection therewith, are not materially less favorable to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Existing Debt being extended, refunded or refinanced, (C) any such extension, refunding or refinancing of Existing Debt shall occur not more than one year before the scheduled maturity of such Existing Debt, and (D) the maturity date of such extending, refunding, replacement or refinancing Debt shall occur after the Maturity Date; (v) Debt in respect of Hedge Agreements incurred in the ordinary course of business and consistent with prudent business practice; (vi) intercompany Debt between the Borrower and/or a Restricted Subsidiary of the Borrower; (vii) Subordinated Debt not to exceed in the aggregate $200,000,000 at any time outstanding; (viii) other Debt not to exceed in the aggregate $150,000,000 at any time outstanding; (ix) Guaranteed Debt of the Loan Parties with respect to (x) obligations of NFC under the Receivables Facility and (y) obligations with respect to the Loan Parties’ financial service operations in Mexico; provided that the aggregate amount of all such Guaranteed Debt shall not exceed the aggregate amount of such Guaranteed Debt outstanding on the date hereof; (x) Debt under the Support Agreement; (xi) Debt under the Master Intercompany Agreements; (xii) Debt under Permitted Receivables Financings; (xiii) Debt incurred by the costsBorrower or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, feesincluding, premiums and expenses and by accrued and unpaid interest paid without limitation, letters of credit in response to worker’s compensation claims or self-insurance; (xiv) Debt arising from agreements of the Borrower or a Restricted Subsidiary of the Borrower providing for adjustment of purchase price, earn-out or other similar obligations, in each case, incurred or assumed in connection with any such extension, refinancing or renewal) except in compliance with acquisition permitted under Section 7.02(f); provided that the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under not exceed 25% of the preceding clause total consideration for such acquisition; (e)), (iixv) such extension, refinancing or renewal does not result in any principal amount owing obligations in respect of Senior Notes performance and surety bonds and completion guarantees provided by the Borrower or any Restricted Subsidiary of the Borrower in respect of obligations arising in the ordinary course of business and not constituting Debt becoming due earlier than for Borrowed Money; (xvi) Debt consisting of notes issued to current or former employees, officers or directors in connection with the date that is 91 days after redemption or repurchase of Equity Interests held by such Persons in an aggregate amount not in excess of $10,000,000 at any time outstanding; (xvii) Debt consisting of take-or-pay obligations contained in supply agreements entered into by the Maturity Date, and Borrower or its Restricted Subsidiaries in the ordinary course of business consistent with past practices; (iiixviii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right respect of payment any Sale/Leaseback Transaction with respect to the Obligations, then purchase of tooling and related manufacturing equipment in the terms and conditions ordinary course of business consistent with past practices; (xix) Subordinated Debt owed by the Borrower and/or a Restricted Subsidiary to any Unrestricted Subsidiary; (xx) Debt of no more than $200,000,000 under or in respect of an asset-based revolving facility of the refinancing, renewal, Borrower and all or extension certain of its Subsidiaries; (xxi) Guarantees issued by the Loan Parties of Debt must include subordination terms and conditions that are at least as favorable otherwise permitted hereunder; and (xxii) Investments to the Administrative Agent and the Lenders extent constituting Debt (as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as defined in clause (i) the aggregate principal amount of all Debt described in this Section 9.02(gor (j) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregatedefinition of “Debt”) or acquired in connection with Section 7.02(f)(vii).

Debt. The Parent and the Borrower will not, and will not permit any Restricted Subsidiary toCreate, incur, create, assume issue or suffer to exist any Debt, exceptexcept any of the following: (a) the Loans or other Obligations arising Debt under the Loan Documents.; (b) Debt under Capital Leases or that constitutes Purchase Money Indebtednessoutstanding on the Closing Date and listed on Schedule 6.09 and extensions, renewals and refinancings of such Debt; provided that the sum of (i) the amount of such Debt is not increased at the time of such extension, renewal or refinancing unless permitted by Section 8.01(f) and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Borrowers and the Restricted Subsidiaries or the Lenders than the terms of any agreement or instrument governing the Debt being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Debt does not exceed the then applicable market interest rate; (c) Debt in respect of, under, or consisting of Permitted Hedging Obligations; (d) Debt in respect of capital leases and purchase money obligations for fixed or capital assets; provided that the aggregate principal amount of all such Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 5,000,000 (or its equivalent in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02.currencies); (e) Senior Notes and related Senior Notes Debt; provided that, at the time Debt incurred by any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date Loan Party that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then Obligations in the terms and conditions form of the refinancing, renewal, unsecured or extension Debt must include subordination terms and conditions junior lien subordinated debt (“Subordinated Debt”); provided that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) immediately before and after the aggregate principal amount incurrence of all Debt described such Subordinated Debt, (A) no Event of Default shall exist or would result therefrom and (B) the Borrowers shall be in this Section 9.02(gcompliance on a Pro Forma Basis with (1) at any one time outstanding plus a Consolidated Interest Coverage Ratio greater than 2.50:1.00 and (y) a Consolidated Total Leverage Ratio not to exceed 5.00:1.00, and (ii) any such Subordinated Debt (A) shall be subject to Approved Subordination Terms or otherwise subject to an intercreditor or subordination agreement reasonably satisfactory to the aggregate principal amount of all Debt permitted under Section 9.02(bRequired Lenders, (B) at shall have a maturity date no earlier than twelve months after the Maturity Date, (C) shall not have any one time outstanding does not exceed $25,000,000 scheduled amortization payments prior to the Maturity Date and (D) in the aggregate.case of any junior lien Subordinated Debt, such Subordinated Debt shall not be secured by a Lien on any collateral that is not Collateral securing the Obligations under this Agreement and the other Loan Documents;

Debt. The Parent and the Borrower will not, and Each Loan Party will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans The Notes or other Obligations 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 under Capital Leases or of the Loan Parties existing on the date hereof that constitutes Purchase Money Indebtedness; provided that the sum of (i) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 is reflected in the aggregateFinancial Statements. (c) intercompany Debt owing by under Capital Leases for compressors or other oil field equipment (excluding drilling rigs but not work-over rigs) in aggregate principal amount not to exceed ten percent (10%) of the Borrower or any Guarantor to Borrowing Base at the Borrower or any Guarantortime of the incurrence of such Debt. (d) Intercompany Debt constituting a guaranty by the Parent, the Borrower or between any Loan Party and any other Restricted Loan Party or between any Loan Party and any Subsidiary of other to the extent permitted by Section 9.05(h); provided that any such Debt permitted owed by any Loan Party shall be subordinated to be incurred under this Section 9.02the Indebtedness on terms set forth in the Guaranty and Collateral Agreement. (e) Endorsements of negotiable instruments for collection in the ordinary course of business. (i) The Existing Senior Notes and related Senior Notes Debt(ii) other unsecured Debt with a maturity date that is at least one hundred eighty (180) days after the Maturity Date; provided thatthat (A) for each $1.00 of such unsecured Debt over $400,000,000 incurred by the Loan Parties in the aggregate pursuant to this Section 9.02(f), at the time any such Senior Notes are issuedBorrowing Base shall be reduced, after giving effect to effective immediately upon the incurrence of such Senior Notes unsecured Debt, the Borrower is in pro forma compliance with by $0.25 and any mandatory prepayments required by Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f3.04(c)(iii) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided thatshall be made concurrently therewith, (iB) the there are no scheduled repayments of principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed sinking fund payments thereon prior to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days at least six (6) months after the Maturity Date, and (iiiC) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment immediately before and after giving effect to the Obligationsissuance or incurrence of any such unsecured Debt after the Closing Date, then the terms and conditions Borrower shall be in compliance with a ratio of (A) total Funded Debt as of such date to (B) EBITDA of the refinancing, renewal, or extension Debt must include subordination terms Borrower and conditions that are at least as favorable its Consolidated Restricted Subsidiaries for the four (4) quarter period most-recently ended to the Administrative Agent and the Lenders as those that were applicable be greater than 4.00 to the refinanced, renewed, or extended Debt1.00. (g) Debt under Synthetic Leases for compressors or other oil field equipment (excluding drilling rigs but not work-over rigs) to the extent permitted by Section 9.07. (h) Debt so long as consisting of the Existing LC Exposure arising in respect of the Existing Letters of Credit; provided that (i) such Debt shall not be extended, renewed, increased or otherwise modified on or after the date hereof except in accordance with Section 8.19 and (ii) the Loan Parties are in compliance with Section 8.19. (i) Other Debt not to exceed $5,000,000 in the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregateoutstanding.

Debt. The Parent and the Borrower will Company shall not, and will shall not permit any of its Restricted Subsidiary to, incur, create, assume Subsidiaries to create or suffer to exist any Debt, exceptDebt other than: (a) the Loans or other Obligations arising (i) Debt under the Loan Documents. Documents and (bii) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that incurred pursuant to the Term Loan Credit Agreement and the related credit documents in an aggregate principal amount not to exceed the sum of (ix) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding $550,000,000 plus (iiy) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 amounts so long as, in the aggregate. case of this clause (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issuedy), after giving effect to the incurrence thereof, (A) in the case of such Senior Notes Debt constituting First Priority Debt, the Borrower First Priority Debt Leverage Ratio is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable equal to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided thatless than 2.00 to 1.00, (iB) in the principal amount case of such Debt is not increased constituting Priority Debt (other than by First Priority Debt), the costs, fees, premiums Priority Debt Leverage Ratio is equal to or less than 3.00 to 1.00 and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal(C) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount case of such Debt shall be deemed that is unsecured and is not guaranteed by any Subsidiary of the Borrower, the Total Leverage Ratio is equal to or less than 5.00 to 1.00, in each case, including any Debt incurred in lieu of Debt under the Term Loan Credit Agreement in the form of “incremental equivalent debt” permitted to be incurred under the preceding Term Loan Credit Agreement as in effect on the Amendment No. 1 Effective Date, and, in the case of this clause (eii) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part thereof that meets the definition of Permitted Refinancing (it being understood that if the amount of any Debt is increased in connection with any extension, renewal or replacement, the amount permitted as a Permitted Refinancing shall be permitted under this clause (a)(ii) and the amount above the amount permitted as a Permitted Refinancing shall be permitted if permitted under another clause of this Section 8.01); (b) Debt issued and outstanding or available under existing lines of credit or other facilities on the Closing Date so long as such Debt is listed on Schedule 8.01(b) hereto, and any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part thereof that meets the definition of Permitted Refinancing (it being understood that if the amount of any Debt is increased in connection with any extension, renewal or replacement, the amount permitted as a Permitted Refinancing shall be permitted under this clause (b) and the amount above the amount permitted as a Permitted Refinancing shall be permitted if permitted under another clause of this Section 8.01); (c) Debt (i) among Loan Parties, (ii) such extensionfrom a Restricted Subsidiary that is not a Loan Party owing to a Loan Party to the extent permitted by Section 8.02, refinancing or renewal does (iii) among Restricted Subsidiaries that are not result in any principal amount owing Loan Parties; (d) cash management obligations and Debt incurred in respect of Senior Notes netting services, overdraft protection and similar arrangements; (e) Debt becoming due earlier than of a Person that existed at the date time such Person is acquired and becomes a Restricted Subsidiary of the Company or Debt of a Person that existed at the time such Person is 91 days after the Maturity Datemerged or consolidated with a Restricted Subsidiary or Debt acquired by a Restricted Subsidiary in connection with an Acquisition, and (iii) if the Senior Notes Debt that is refinancedin each case, renewed, or extended was subordinated in right of payment to the Obligationsextent such Debt was not created in contemplation of such acquisition, then merger or consolidation and is not secured by any assets other than those acquired so long as all such Debt outstanding pursuant to this clause (e) shall not exceed $100,000,000 in the terms and conditions aggregate at any time; (f) any earn-out obligation that comprises a portion of the refinancing, renewal, consideration for an acquisition or extension Debt must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, consisting of obligations under deferred compensation or extended Debt.other similar arrangements incurred in connection with an acquisition; (g) other Debt capital lease obligations and purchase money obligations for the purchase of goods on ordinary trade terms, fixed assets or capital assets so long as all such Debt outstanding pursuant to this clause (g) shall not exceed $50,000,000 in the aggregate at any time; (h) Guarantees with respect to Debt of Loan Parties permitted under this Section 8.01; (i) the aggregate principal amount of (x) Debt under Secured Hedge Agreements or Secured Cash Management Agreements or (y) Debt (secured or unsecured) at Restricted Subsidiaries that are not Guarantors, so long as all Debt described outstanding pursuant to this clause (y) of this clause (i) shall not exceed $300,000,000 in this the aggregate; (j) Debt under Section 9.02(g2.01(b) at any one time outstanding plus and other Debt (ii) which may be secured to the aggregate principal amount of all Debt extent permitted under Section 9.02(b8.06) at in the aggregate not to exceed $200,000,000; and (k) unsecured Debt of a Loan Party so long as after giving effect to such transaction the Leverage Ratio is 6.00 to 1.00 or less; (l) Debt in respect of bid, performance, surety bonds or completion bonds issued for the account of the Borrower or any one time Restricted Subsidiary in the ordinary course of business, including guarantees or obligations of the Borrower or any Restricted Subsidiary with respect to letters of credit supporting such bid, performance, surety or completion obligations; (m) Debt of a Restricted Subsidiary that is a joint venture so long as all Debt outstanding does pursuant to this clause (m) shall not exceed $25,000,000 75,000,000 in the aggregate; and (n) obligations under Swap Contracts entered into for non-speculative purposes.

Debt. The Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume assume, or suffer permit to exist any Debt, except: (a) Debt to the Loans or other Obligations arising under Banks pursuant to the Loan Documents.; (b) Debt under Capital Leases described on SCHEDULE 10.1 hereto (but excluding the Previous Senior Debt after the Closing Date), and any extensions, renewals or that constitutes Purchase Money Indebtedness; provided that the sum of (i) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence refinancings of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) existing Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, so long as (i) the principal amount of such Debt is after such renewal, extension or refinancing shall not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in exceed the principal amount of such Debt shall be deemed which was outstanding immediately prior to be incurred under the preceding clause (e))such renewal, extension or refinancing, (ii) such extensionDebt shall not be secured by any assets other than assets securing such Debt, refinancing if any, prior to such renewal, extension or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, refinancing; and (iii) if to the extent any such Debt is subordinated to the Previous Senior Notes Debt, such Debt must be subordinated to the Obligation on substantially the same terms; (c) Intercompany Debt among Borrower and the Subsidiaries; provided that is refinanced, renewed, or extended was the obligations of each obligor of such Debt shall: (i) be subordinated in right of payment to the Obligations, then the terms Obligations from and conditions after such time as any portion of the refinancingObligations shall become due and payable (whether at stated maturity, renewal, by acceleration or extension Debt must include subordination terms otherwise); and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all such Debt permitted under Section 9.02(b) outstanding at any one time outstanding does which is owed by the Insignificant Subsidiaries to Borrower or any other Subsidiary shall not exceed Twenty-five Thousand Dollars ($25,000,000 25,000); (d) Guaranties incurred in the aggregate.ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations;

Debt. The Parent and the Borrower will shall not, and will not nor shall it permit any Restricted Subsidiary to, create, assume, incur, create, assume or suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt, exceptother than the following: (a) Debt existing on the Loans or other Obligations arising under Closing Date and described in Schedule 6.1; provided that such Debt may not be increased in principal amount except to the Loan Documents.extent such additional principal amount would be permitted pursuant to Section 6.1(c) below; (b) unsecured Debt provided that the Borrower and its Subsidiaries shall be in compliance, on a pro forma basis after giving effect to such transactions, with the covenants contained in this Agreement recomputed as of the last day of the most recently ended fiscal quarter of the Borrower as if the incurrence of the unsecured Debt in question had occurred on the first day of each relevant period for testing such compliance; (c) secured Debt not otherwise permitted under Capital Leases or that constitutes Purchase Money Indebtednessthis Section 6.1; provided that the sum of (i) the aggregate principal amount of all Liens securing such Debt described in this are permitted under Section 9.02(b6.2(k) at any one time outstanding plus and (ii) the aggregate principal amount Borrower and its Subsidiaries shall be in compliance, on a pro forma basis after giving effect to such transactions, with the covenants contained in this Agreement recomputed as of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by last day of the most recently ended fiscal quarter of the Borrower or any Guarantor to as if the Borrower or any Guarantor.incurrence of the secured Debt in question had occurred on the first day of each relevant period for testing such compliance; (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02.intercompany Debt; and (e) Senior Notes and related Senior Notes Debt; provided thatuntil 30 days after the Term Loan Facility Commitment Termination Date, at secured Debt under the time any such Senior Notes are issued, after giving effect Acquired Company Debt Instruments to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, extent (i) the principal amount of such Debt is does not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in exceed the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions as of the refinancing, renewal, or extension Debt must include subordination terms Closing Date and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount terms of all such Debt permitted under Section 9.02(b) at are not amended, modified or supplemented in a manner that increases the obligations of any one time outstanding does not exceed $25,000,000 in the aggregateCredit Party thereunder or are otherwise materially adverse to any Credit Party.

Debt. The Parent and the Revolving Borrower will notnot create, incur, assume or suffer to exist, and will not permit any Restricted Subsidiary toto create, incur, create, assume or suffer to exist exist, any Debt, exceptexcept as set forth below: (a) Debt of the Loans Borrowers and the Guarantors to the Lenders, the Agents and the Issuing Bank evidenced by or other Obligations arising under the any Loan Documents.Document; (b) unsecured Debt under of the Revolving Borrower or any Restricted Subsidiary other than Hedging Obligations; (i) Capitalized Lease Obligations of the Revolving Borrower or any Restricted Subsidiary, (ii) Debt of the Revolving Borrower or any Restricted Subsidiary incurred to finance the acquisition, construction, development or improvement of any fixed or capital assets (excluding Capital Leases Lease Obligations and Debt of the type permitted by clause (iii) of this Section 10.2(c)) or incurred to extend, refinance, renew, replace, defease or refund any such assumed Debt, and extensions, renewals and replacements of any such Debt that constitutes Purchase Money Indebtednessdo not increase the outstanding principal amount thereof, and (iii) Debt assumed in connection with an acquisition of a Person or Property, or both, by any means, which is not prohibited by Section 10.9 or incurred to extend, refinance, renew, replace, defease or refund any such assumed Debt, and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof (provided that such Debt existed prior to such acquisition and is not created in contemplation of or in connection with such acquisition); (d) Debt of the Revolving Borrower or any Restricted Subsidiary secured by Liens on the Houston Distribution Center; provided that the sum of (i) the aggregate principal amount of all Debt described in permitted by this clause (d) shall not exceed $45,000,000 at any time outstanding; (e) secured Debt not otherwise permitted under this Section 9.02(b) at 10.2 of the Revolving Borrower or any one time outstanding plus (ii) Restricted Subsidiary; provided that the aggregate principal amount of all Debt permitted under Section 9.02(gby this clause (e) at any one time outstanding shall not exceed $25,000,000 10,000,000 at any time outstanding; and (f) Hedging Obligations of the Revolving Borrower and any Restricted Subsidiary that are incurred for the purpose of fixing or hedging interest rate or currency risk with respect to any fixed or floating rate Debt that is permitted by this Agreement to be outstanding or any receivable or liability the payment of which is determined by reference to a foreign currency; provided that the notional principal amount of any such Hedging Obligation does not exceed the principal amount of the Debt or any receivable or liability to which such Hedging Obligation relates; provided further that such obligations are entered into in the aggregate. (c) intercompany Debt owing by ordinary course of business to hedge or mitigate risks to which the Revolving Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary is exposed in the conduct of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debtits business or the management of its liabilities; provided that, at the time prior to and immediately after incurring any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower no Default or Event of Default shall have occurred and be continuing or would exist. For purposes of this Section 10.2, any Debt (1) which is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable extended, renewed or replaced shall be deemed to the Administrative Agent). (f) Debt that represents an extensionhave been incurred when extended, refinancing, renewed or renewal of any of the Senior Notes Debt; provided thatreplaced, (i2) the principal amount of such Debt is not increased a Person (other than by the costsRevolving Borrower or a Restricted Subsidiary) when it becomes, feesor is merged into, premiums or is consolidated with, a Restricted Subsidiary or the Revolving Borrower shall be deemed to have been incurred at such time, and expenses and by accrued and unpaid interest paid (3) which is Debt of the Revolving Borrower or a Restricted Subsidiary consisting of a reimbursement obligation in connection with any such extension, refinancing respect of a letter of credit or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt similar instrument shall be deemed to be incurred under the preceding clause (e)), (ii) when such extension, refinancing letter of credit or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that similar instrument is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debtissued. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate.

Debt. The Parent and Neither the Borrower nor any Subsidiary will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer permit to exist any Debt, except: (a) the Loans Notes or other Obligations arising under or any guaranty of or suretyship arrangement for the Loan Documents.Notes or other Obligations; (b) Debt, excluding Subordinated Debt, of the Borrower and its Subsidiaries existing on the Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to 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, provided that reserves adequate under GAAP shall have been established therefor; (d) Debt under Capital Leases or capital leases (as required to be reported on the financial statements of the Borrower pursuant to GAAP) in addition to any obligations that constitutes Purchase Money Indebtedness; provided are Debt as permitted under Section 9.04, not to exceed $500,000, provided, however, that the sum obligations due under the Hanover Processing Agreement shall not be considered capital lease obligations for purposes of (i) the aggregate principal amount of all Debt described limitation on capital leases contained in this Section 9.02(b9.01(d); (e) Debt in addition to any Debt not otherwise permitted this Section 9.01 that is unsecured and not to exceed $5,000,000 in the aggregate outstanding at one time; (f) Subordinated Debt (including any increases of Existing Subordinated Debt in connection with any refinancings thereof or otherwise) in an amount not to exceed $20,000,000 in the aggregate outstanding at any one time outstanding plus and with final maturity after September 30, 2004 and no sinking fund payments, scheduled principal payments, or mandatory redemption obligations on or prior to September 30, 2004; (iig) Existing Subordinated Debt and any refinancings, renewals or extensions (but not increases except as provided in Section 9.01(f)) of such Subordinated Debt, provided that any such refinancing provides for a final maturity after September 30, 2004 (or July 31, 2004, for the aggregate portion of the 2002 Subordinated Notes being extended and renewed as described in Section 6.01(l)), and no sinking fund payments, scheduled principal amount payments, or mandatory redemption obligations on or prior to September 30, 2004, (or July 31, 2004, for the portion of all Debt permitted under the 2002 Subordinated Notes being extended and renewed as described in Section 9.02(g6.01(l)) at any one time outstanding shall not exceed $25,000,000 in and is otherwise pursuant to terms and conditions satisfactory to the aggregateMajority Lenders. (ch) intercompany Debt owing associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties of the Borrower or any Guarantor to and its Subsidiaries. (i) Hedging Agreements covering (A) oil and gas production of proved developed producing Oil and Gas Properties of the Borrower or any Guarantor; provided, however, that such Hedging Agreements related to oil or gas production shall not, either individually or in the aggregate, cover more than eighty percent (80%) of estimated production of oil or gas of the Borrower and the Guarantors for each individual period covered by the Hedging Agreements and (B) fluctuations in interest rates for notional principal amounts not to exceed at any time outstanding 80% of the Debt for borrowed money of the Borrower and its Consolidated Subsidiaries. (dj) Debt constituting a guaranty arising out of the Deferred Compensation Plan to the extent such Debt can be satisfied out of the investments permitted by Section 9.03(k) and the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02proceeds thereof. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (fk) Debt that represents an extensionunder the Duke Credit Agreement, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount guaranties of such Debt is by any Subsidiaries and any refinancings, renewals or extensions, but not increased (other than by the costsincreases, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debtthereof. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate.

Debt. The Parent and the Borrower will not, and It will not permit any Restricted Subsidiary tocreate, incur, create, assume or suffer to exist exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (ai) in the Loans case of the Borrower, (A) Debt outstanding on the Closing Date under the 11.125% Senior Secured Notes due April, 2009, and (B) Debt issued in the capital markets, having a maturity no earlier than 90 days after the Maturity Date, shall have no mandatory prepayments, redemptions or other Obligations arising defeasements or be otherwise payable prior to 90 days after the Maturity Date and shall be in an aggregate principal amount not to exceed the sum of $200,000,000 and any over allotment thereof at any time outstanding, provided such Debt is secured by a Lien on the Collateral that is junior to the Lien granted to the Lenders or is otherwise subordinated on terms acceptable to the Required Lenders, and (ii) in the case of the Borrower and its Subsidiaries, (A) Debt under the Loan Documents., (bB) Debt under Capital Leases outstanding on the Amendment No. 2 Effective Date and any Debt extending the maturity of, or that constitutes Purchase Money Indebtedness; refunding or refinancing, in whole or in part, any such Debt, provided that the sum terms of (i) the aggregate principal amount any such extending, refunding or refinancing Debt, and of all Debt described any agreement entered into and of any instrument issued in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt connection therewith, are otherwise permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the ParentLoan Documents, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt further that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall not be deemed increased above the sum of (i) principal amount thereof outstanding immediately prior to be incurred under the preceding clause (e))such extension, refunding or refinancing, and (ii) any fees and expenses in connection therewith, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refinancing refunding or renewal does not result refinancing, (C) Debt in any an aggregate principal amount owing in respect of Senior Notes Debt becoming due not to exceed $130,000,000 at any time outstanding secured by real property provided such debt matures no earlier than the date that than, and has no mandatory prepayments, redemptions or defeasements or is 91 otherwise payable prior to 90 days after the Maturity Date, (D) Debt of the Borrower to any Subsidiary of the Borrower or of any Subsidiary to the Borrower or any other Subsidiary of the Borrower, (E) Debt permitted to be secured by Liens in accordance with Section 5.07(v), (vi) or (vii); (F) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and in accordance with prudent business practices, (G) Debt in respect of trade letters of credit in an aggregate amount not to exceed $25,000,000 at any time outstanding, (H) Debt arising under the Electronic Wire and Cable Product Purchase Agreement, as amended, and (iii) if related agreements, between the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent Borrower and the Lenders as those that were applicable to the refinancedBelden Communication Division, reneweda division of Belden line, or extended Debt.and (gI) other Debt so long as (i) not to exceed in the aggregate principal amount of all Debt described in this Section 9.02(g) $50,000,000 at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregateoutstanding.

Debt. The Parent and Neither such Loan Party nor any of the Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume Mexican Subsidiaries shall incur or suffer to exist maintain any Debt, exceptother than: (a) the Loans or other Obligations arising under the Loan Documents.Obligations; (b) Debt under described on Schedule 6.9; (c) Guaranties permitted by Section 7.14; (d) Capital Leases or of Equipment and purchase money Debt incurred to purchase Equipment; provided, that constitutes Purchase Money Indebtedness; provided that the sum of (i) Liens securing the aggregate principal amount same attach only to the Equipment acquired by the incurrence of all Debt described in this Section 9.02(b) at any one time outstanding plus such Debt, and (ii) the aggregate principal amount of all such Debt permitted under Section 9.02(g(including Capital Leases) at any one time outstanding shall does not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or 10,000,000 at any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02.time; (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in Debt evidencing a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, refunding, renewal or renewal of any extension of the Senior Notes DebtDebt described on Schedule 6.9 or of Debt permitted by clause (p) of this Section 7.15; provided thatprovided, that (i) the principal amount of such Debt thereof is not increased (other than by the costs, fees, premiums with respect to any reasonable fees and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance other costs of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)refinancing), (ii) the Liens, if any, securing such extensionrefinanced, refinancing refunded, renewed or renewal does extended Debt do not result attach to any assets in any principal amount owing in respect of Senior Notes addition to those assets, if any, securing the Debt becoming due earlier than the date that is 91 days after the Maturity Dateto be refinanced, and refunded, renewed or extended, (iii) if the Senior Notes Debt no Person that is refinancednot an obligor or guarantor of such Debt as of the Closing Date (other than a Person that, renewedwith the prior written consent of the Administrative Agent and the Majority Lenders, became an obligor or extended was subordinated in right guarantor of payment such Debt subsequent to the ObligationsClosing Date) (or, then in the case of Debt permitted by clause (p) below, as of the date of the consummation of the related Permitted Acquisition) shall become an obligor or guarantor thereof and (iv) the terms and conditions of the such refinancing, renewalrefunding, renewal or extension Debt must include subordination terms extension, taken as a whole, are no less favorable to the applicable Loan Party and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable than the terms of the original Debt (other than with respect to (x) the rate of interest on such refinanced, renewedrefunded, renewed or extended Debt., provided such rate of interest is not in excess of the market rate at such time for such Debt and (y) premiums due and payable upon an optional redemption of such refinanced, refunded, renewed or extended Debt); (f) unsecured Debt of (i) the Parent or FMXI to Foamex, but solely to the extent expressly permitted under Section 7.12 and clause (o) of the defined term Restricted Investment, (ii) any wholly-owned Domestic Subsidiary of Foamex (other than a Borrower) to a Borrower or another wholly-owned Domestic Subsidiary of Foamex; provided, however, that the aggregate amount of such Debt owing by all such wholly-owned Domestic Subsidiaries of Foamex shall not exceed $500,000 at any time outstanding, (iii) Foamex Canada to Foamex; provided, however, that the aggregate amount of such Debt of Foamex Canada to Foamex shall not exceed $5,000,000 at any time outstanding, (iv) any Mexican Subsidiary to any other Mexican Subsidiary or to any wholly-owned Subsidiary of a Mexican Subsidiary, (v) any Mexican Subsidiary to Foamex, but solely to the extent expressly permitted by clause (o) of the defined term Restricted Investment and (vi) Foamex to Foamex Canada in order to comply with Section 7.35; provided, that Foamex shall incur such Debt only to the extent that a Distribution made by Foamex Canada to Foamex in the amount of such Debt would result in negative tax consequences to Foamex or Foamex Canada; (g) unsecured Permitted Subordinated Debt (other Debt so long as than under clause (ib) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate.such defined term);

Debt. The Parent and (a) At all times prior to the Borrower will notCovenant Trigger Date, and will not permit any Restricted Subsidiary tocreate, incur, create, assume or suffer to exist any Debt, except: (ai) (A) Debt under this Agreement and the other Loan Documents; and (B) Debt under the Revolving Credit Agreement and the other Loan Documents (as defined in the Revolving Credit Agreement); (ii) inter-company indebtedness (“Intercompany Debt”) between the Borrower and a Subsidiary or between or among any two or more Subsidiaries so long as any such Intercompany Debt owed by the Borrower or a Principal Subsidiary to a Principal Subsidiary is subordinated to the Loans pursuant to a subordination agreement in the form of Exhibit 7.02; (iii) any Non-Recourse Debt; (iv) Debt arising under any Swap Contracts permitted under Section 7.15; (v) any Permitted Private Placement Debt and any guaranty thereof made by any Guarantor in favor of the holders of such Permitted Private Placement Debt; (vi) direct or contingent obligations under Outside Letters of Credit that are Financial Letters of Credit (as defined in the Revolving Credit Agreement) in an amount not to exceed $25,000,000 at any time; (vii) the Loans 2020 Convertible Notes; (viii) any Debt deemed to exist with respect to any transaction permitted pursuant to Section 7.05; and (ix) Debt not otherwise permitted under clauses (i) through (viii) above in an amount not to exceed $150,000,000 outstanding at any time that is either secured (as permitted under Section 7.01) or other Obligations arising under the Loan Documentsunsecured. (b) Debt under Capital Leases On and after the Covenant Trigger Date create, incur, assume or that constitutes Purchase Money Indebtedness; provided that the sum of suffer to exist any Priority Debt, except: (i) (A) Debt under this Agreement and the other Loan Documents; and (B) Debt under the Revolving Credit Agreement and the other Loan Documents (as defined in the Revolving Credit Agreement); (ii) Intercompany Debt of the Borrower and a Subsidiary or between or among any two or more Subsidiaries; and (iii) Priority Debt; provided, that, the aggregate outstanding principal amount of all Priority Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary 15% of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any Consolidated Total Assets as of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate.most recent Measurement Period. CHAR1\1928876v8

Debt. The Parent and the Borrower will Company shall not, and will shall not permit any of its Restricted Subsidiary to, incur, create, assume Subsidiaries to create or suffer to exist any Debt, exceptDebt other than: (a) the Loans or other Obligations arising (i) Debt under the Loan Documents. Documents and (bii) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that incurred pursuant to the Term Loan Credit Agreement and the related credit documents in an aggregate principal amount not to exceed the sum of (ix) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding $550,000,000 plus (iiy) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 amounts so long as, in the aggregate. case of this clause (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issuedy), after giving effect to the incurrence thereof, (A) in the case of such Senior Notes Debt constituting First Priority Debt, the Borrower First Priority Debt Leverage Ratio is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable equal to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided thatless than 2.00 to 1.00, (iB) in the principal amount case of such Debt is not increased constituting Priority Debt (other than by First Priority Debt), the costs, fees, premiums Priority Debt Leverage Ratio is equal to or less than 3.00 to 1.00 and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal(C) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount case of such Debt shall be deemed that is unsecured and is not guaranteed by any Subsidiary of the Borrower, the Total Leverage Ratio is equal to or less than 5.00 to 1.00, in each case, including any Debt incurred in lieu of Debt under the Term Loan Credit Agreement in the form of “incremental equivalent debt” permitted to be incurred under the preceding Term Loan Credit Agreement as in effect on the Amendment No. 1 Effective Date, and, in the case of this clause (ii) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part thereof that meets the definition of Permitted Refinancing (it being understood that if the amount of any Debt is increased in connection with any extension, renewal or replacement, the amount permitted as a Permitted Refinancing shall be permitted under this clause (a)(ii) and the amount above the amount permitted as a Permitted Refinancing shall be permitted if permitted under another clause of this Section 8.01); (b) Debt issued and outstanding or available under existing lines of credit or other facilities on the Closing Date so long as such Debt is listed on Schedule 8.01(b) hereto, and any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part thereof that meets the definition of Permitted Refinancing (it being understood that if the amount of any Debt is increased in connection with any extension, renewal or replacement, the amount permitted as a Permitted Refinancing shall be permitted under this clause (b) and the amount above the amount permitted as a Permitted Refinancing shall be permitted if permitted under another clause of this Section 8.01); (c) Debt (i) among Loan Parties, (ii) from a Restricted Subsidiary that is not a Loan Party owing to a Loan Party to the extent permitted by Section 8.02, or (iii) among Restricted Subsidiaries that are not Loan Parties; (d) cash management obligations and Debt incurred in respect of netting services, overdraft protection and similar arrangements; (e) Debt of a Person that existed at the time such Person is acquired and becomes a Restricted Subsidiary of the Company or Debt of a Person that existed at the time such Person is merged or consolidated with a Restricted Subsidiary or Debt acquired by a Restricted Subsidiary in connection with an Acquisition, in each case, to the extent such Debt was not created in contemplation of such acquisition, merger or consolidation and is not secured by any assets other than those acquired so long as all such Debt outstanding pursuant to this clause (e) shall not exceed $100,000,000 in the aggregate at any time; (f) any earn-out obligation that comprises a portion of the consideration for an acquisition or Debt consisting of obligations under deferred compensation or other similar arrangements incurred in connection with an acquisition; (g) capital lease obligations and purchase money obligations for the purchase of goods on ordinary trade terms, fixed assets or capital assets so long as all such Debt outstanding pursuant to this clause (g) shall not exceed $50,000,000 in the aggregate at any time; (h) Guarantees with respect to Debt of Loan Parties permitted under this Section 8.01; (i) (x) Debt under Secured Hedge Agreements or Secured Cash Management Agreements or (y) Debt (secured or unsecured) at Restricted Subsidiaries that are not Guarantors, so long as all Debt outstanding pursuant to this clause (y) of this clause (i) shall not exceed $300,000,000 in the aggregate; (j) Debt under Section 2.01(b) and other Debt (which may be secured to the extent permitted under Section 8.06) in the aggregate not to exceed $200,000,000; (k) unsecured Debt of a Loan Party so long as after giving effect to such transaction the Leverage Ratio is 6.00 to 1.00 or less; (l) Debt in respect of bid, performance, surety bonds or completion bonds issued for the account of the Borrower or any Restricted Subsidiary in the ordinary course of business, including guarantees or obligations of the Borrower or any Restricted Subsidiary with respect to letters of credit supporting such bid, performance, surety or completion obligations; (m) Debt of a Restricted Subsidiary that is a joint venture so long as all Debt outstanding pursuant to this clause (m) shall not exceed $75,000,000 in the aggregate; (n) obligations under Swap Contracts entered into for non-speculative purposes; and (o) Debt of Loan Parties in amounts so long as, after giving effect to the incurrence thereof, (A) in the case of Debt constituting First Priority Debt, the First Priority Debt Leverage Ratio is equal to or less than 2.00 to 1.00 and (B) in the case of Debt constituting Priority Debt (other than First Priority Debt), the Priority Debt Leverage Ratio is equal to or less than 3.00 to 1.00, in each case, including any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part thereof that meets the definition of Permitted Refinancing (it being understood that if the amount of any such Debt is increased in connection with any extension, renewal or replacement, the amount permitted as a Permitted Refinancing shall be permitted under this clause (o) and the amount above the amount permitted as a Permitted Refinancing shall be permitted if permitted under another clause of this Section 8.01); provided that such Debt (i) shall not be secured by any property or assets of the Loan Parties or any Restricted Subsidiary other than Collateral and, to the extent not Collateral, Real Property, and unless such Debt is unsecured, shall be subject to the Intercreditor Agreement or another customary intercreditor agreement reasonably satisfactory to the Administrative Agent (and to the extent secured by ABL Collateral, such Liens on ABL Collateral shall be expressly made junior to the Liens in favor of the Administrative Agent), (ii) such extension, refinancing shall not be guaranteed by any Person other than one or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, more Loan Parties and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment shall not mature prior to the ObligationsMaturity Date in effect at the time such Debt is incurred.; and (p) the Delta Merger Financing, then the terms Delta Merger CoC Financing and conditions of the refinancing, renewal, any other Debt incurred in connection with or extension Debt must include subordination terms and conditions that are at least as favorable relating to the Administrative Agent Delta Merger Transactions and the Lenders as those that were applicable to the refinanced, renewed, or extended Debtany refinancing Debt in respect thereof. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate.

Debt. The Parent and Neither the Borrower nor any Subsidiary will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans Notes or other Obligations 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/or the Founding Companies existing on the Closing Date which is reflected in the Financial Statements or is disclosed in SCHEDULE 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to 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 (i) under Capital Leases or that constitutes Purchase Money Indebtedness; and (ii) purchase money Debt which in each purchase money Debt case shall not exceed 100% of the lesser of the total purchase price and the fair market value of the Property acquired as determined at the time of acquisition, provided that the sum of (i) the aggregate principal amount of all Debt described in incurred pursuant to this Section 9.02(bclause (d) shall not at any time exceed $3,000,000. (e) Subordinated Debt not to exceed $125,000,000 at any one time outstanding plus which matures on a date subsequent to the Revolving Credit Termination Date. (f) Hedging Agreements entered into by the Borrower, not for speculative purposes, (i) to hedge the interest cost with respect to the Loans and being for a notional amount not to exceed the outstanding balance of principal and interest on the Notes and (ii) to hedge the cost of foreign currency exchanges. (g) Debt as a result of Section 9.03(g). (h) Subordinated Debt not to exceed $25,000,000 in the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 and in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, each case which matures (i) not less than two years from the principal amount of such Debt is not increased (other than by the costs, fees, premiums date incurred and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing on or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than before the date that is 91 days after the Maturity Revolving Credit Termination Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate.

Debt. The Parent and the Borrower will notContract, and will not permit any Restricted Subsidiary tocreate, incur, create, assume or suffer to exist any Debt, except: or permit any of its Restricted Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (a) the Loans or other Obligations arising under the Loan Documents. (bi) Debt under Capital Leases this Agreement and the other Loan Documents; (ii)(A) Surviving Debt described in Schedule 4.01(t), 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 Facility as in effect immediately prior to the Effective Date (such Debt and leases, together with such Surviving Debt described in Schedule 4.01(t), the “Effective Date Debt”), Debt under the Term Facility in an aggregate principal amount not to exceed $420,000,000 at any time outstanding, Debt under the Senior Notes not to exceed $455,000,000 at any time outstanding, and Debt under the Senior 2021 Notes in a principal amount not exceeding the principal amount outstanding as of the Effective Date, and (B) any Permitted Refinancing Debt refunding, replacing or that constitutes Purchase Money Indebtednessrefinancing, in whole or in part, any Effective Date Debt or any such Debt under the Term Facility, the Senior Notes or the Senior 2021 Notes; provided that the sum terms of any such 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 refunding or refinancing complies with Section 5.02(j); (iiii) 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 Restricted Subsidiaries that are Foreign Subsidiaries owing to third parties in an aggregate principal amount not in excess of the greater of $175,000,000 (or the Equivalent thereof in foreign currencies) and 7.0% of Consolidated Net Tangible Assets (as measured at the time of incurrence of each such Debt); (vii) Debt constituting mortgage financing, purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate amount not in excess of the greater of $100,000,000 (or the Equivalent thereof in foreign currencies) and 4.0% of Consolidated Net Tangible Assets (as measured at the time of incurrence of each such Debt); (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 Restricted Subsidiaries that are Foreign Subsidiaries arising under any Foreign Asset Based Financing, in an aggregate principal amount for all such Foreign Asset Based Financings not 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 each such Debt); provided that the aggregate principal amount of all such Debt described owed by the Loan Parties and their Restricted Subsidiaries (other than Foreign Subsidiaries) that matures on or prior to the Maturity Date shall not exceed $15,000,000 at any 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 (A) any such Debt is not secured by assets of Loan Parties that would constitute Revolving Facility Collateral of such Loan Parties prior to such acquisition and, if secured by assets of Loan Parties that would constitute the Term Facility Collateral of such Loan Parties prior to such acquisition, shall be subject to an intercreditor agreement in form and substance reasonably satisfactory to the Company and the Administrative Agent and (B) any such Debt shall mature at least six months after the Maturity Date (it being understood that up to $50,000,000 in principal amount of such Debt at any time outstanding shall not be subject to this clause (B)); (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 9.02(b5.02(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) Debt constituting guarantees permitted under Section 5.02(c)(vi); (xvi) an aggregate of up to the greater of $100,000,000 (or the Equivalent thereof in foreign currencies) and 4.0% of Consolidated Net Tangible Assets (as measured at the time of incurrence of each such Debt) at any one time outstanding plus of (iiA) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate. Specified Credit Agreements and (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (dB) Debt constituting a guaranty by obligations with respect to letters of credit issued, or surety bonds incurred, in the Parentordinary course of business, the Borrower including letters of credit in respect of workers’ compensation claims, or any other Restricted Subsidiary of other Debt permitted with respect to be incurred under this Section 9.02. (e) Senior Notes 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 related Senior Notes Debtletters 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, at upon the time any drawing of such Senior Notes are issued, after giving effect to letters of credit or the incurrence of such Senior Notes 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 Borrower is ordinary course of business; (xviii) Debt consisting of take-or-pay obligations contained in pro forma compliance supply agreements relating to products, services or commodities of a type that the Company 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 Section 9.01 the financing of sales of goods in the ordinary course of business; (calculated 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 manner reasonably acceptable 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 Administrative Agentextent described in Section 5.02(e)(iii). ; (fxxiii) Debt that represents an extension, refinancing, or renewal of any not in excess of the Senior Notes greater of $100,000,000 (or the Equivalent thereof in foreign currencies) and 4.0% of Consolidated Net Tangible Assets (as measured at the time of incurrence of each such Debt; provided that, (i) at any time outstanding of Foreign Subsidiaries and/or Joint Ventures to the principal amount of extent such Debt is not increased supported by one or more Letters of Credit; (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with xxiv) any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such unsecured Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days maturing at least six months after the Maturity Date, ; and (iiixxv) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment secured by Liens subject to the Obligations, then Intercreditor Agreement with the terms same respective priorities on the Term Facility Collateral and conditions the Revolving Facility Collateral as the Liens securing the Term Facility as of the refinancingEffective Date, renewal, or extension which Debt must include subordination terms and conditions that are matures at least as favorable to six months after the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. Maturity Date. 121 Chemtura (gRevolving Facility) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate.Credit Agreement

Debt. The Parent and the Borrower will not, and will not permit any Restricted Subsidiary or ▇▇▇▇▇▇ 2009 Partnership to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans or Notes and other Obligations arising under the Loan DocumentsSecured Obligations, any guaranty thereof, and any Permitted Refinancing Debt in respect thereof. (b) Debt under Capital Leases or of the Borrower and its Subsidiaries existing on the date hereof that constitutes Purchase Money Indebtedness; provided that the sum of (i) the aggregate principal amount of all is set forth on Schedule 9.02, and any Permitted Refinancing Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregaterespect thereof. (c) intercompany Purchase money Debt owing by and Debt under Capital Leases not to exceed $5,000,000 in the Borrower or aggregate at any Guarantor to the Borrower or any Guarantortime outstanding. (d) Debt constituting a guaranty associated with bonds or surety obligations required by Governmental Requirements in connection with the Parent, operation of the Borrower or Oil and Gas Properties in an aggregate amount not to exceed $10,000,000 at any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02time outstanding. (e) Senior Notes and related Senior Notes Debtintercompany Debt among the Loan Parties to the extent permitted by Section 9.05(g); provided thatthat such Debt is not held, at assigned, transferred, negotiated or pledged to any Person other than the time Borrower or a Guarantor, and, provided further, that any such Senior Notes are issued, after giving effect Debt owed by either the Borrower or a Guarantor shall be subordinated to the incurrence of such Senior Notes Debt, Secured Obligations on terms set forth in the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent)Guarantee and Collateral Agreement. (f) Debt that represents an extension, refinancing, or renewal endorsements of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, negotiable instruments for the avoidance of doubt, that any such increase collection in the principal amount ordinary course of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debtbusiness. (g) other Debt 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 Gunsight Acquisition Agreement, in an aggregate principal amount of all not to exceed $950,000. (l) Debt described constituting the deferred purchase price payable in this Section 9.02(gconnection with the Savant Acquisition in accordance with the Savant Acquisition Agreement, in an aggregate principal amount not to exceed $9,000,000, as such amount may be reduced in accordance with the Savant Acquisition Agreement. (m) other Debt not to exceed $5,000,000 in the aggregate at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregateoutstanding.

Debt. The Parent and the Borrower will Credit Parties shall not, and will shall not permit any Restricted Subsidiary of a Credit Party to, incur, create, assume create or suffer permit to exist any Debt, exceptincluding any guaranties or other contingent obligations, except the following: (a) the Loans or other Obligations arising under the Loan Documents.Obligations; (b) indorsement of Items for collection in the ordinary course of business; (c) unsecured earnouts or similar payments and unsecured Debt constituting a deferred payment of the purchase price, in each case, with respect to any Permitted Acquisition and, in each case, only so long as such amounts do not exceed $4,000,000 in connection with any such Permitted Acquisition; (d) purchase money Debt (including Debt of a Credit Party or any Subsidiary represented by obligations under a Capital Leases Lease) incurred to purchase or that constitutes Purchase Money Indebtednessacquire Equipment; provided that the sum amount of such Debt shall not at any time (i) exceed the price of the Equipment purchased or acquired or (ii) exceed, in aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed for Credit Parties and their Subsidiaries, $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02.10,000,000; (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent).[reserved]; (f) Debt that represents an extensionlisted in Schedule 9.1, refinancingattached hereto and made a part hereof, to the extent such Debt exists as of the Effective Date, together with any Debt incurred in any refinancing or renewal of any of the Senior Notes Debt; provided thatthereof (each, (i) a “Refinancing”), so long as the principal amount of such Debt Refinancing is not increased (other greater than by the costsexisting principal amount of such Debt, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Refinancing does not mature earlier than, or have a weighted average life to maturity shorter than, such Debt, and the covenants, representations, warranties, and events of default related to such Refinancing, taken as a whole, are not materially more restrictive than those, taken as a whole, existing in connection with such Debt; provided, that, in connection with the incurrence of any such Refinancing, the Borrower shall have delivered to the Agent a certificate from an Authorized Officer of the Borrower certifying that such Refinancing complies with the requirements of this Section 9.1(f); (i) Debt of any Subsidiary (other than a Credit Party) owing to the Borrower or another Subsidiary and (ii) Debt of any Credit Party owing to another Credit Party; (i) purchase money Debt incurred solely to purchase Inventory from pharmaceutical wholesalers so long as the amount of such Debt shall be deemed not at any time exceed the purchase price of the Inventory purchased, and (ii) Debt provided by pharmaceutical wholesalers to be Subsidiaries of the Borrower for purposes of financing the start-up of new pharmacy businesses so long as such Debt is incurred under within twelve (12) months of such new business commencing operations; provided that, with respect to the preceding Debt described in the foregoing clause (e)ii), (iiA) such extension, refinancing or renewal does Debt shall not result in any exceed an aggregate principal amount owing in respect at any time outstanding of Senior Notes Debt becoming due earlier than $3,000,000 for the date that is 91 days after the Maturity DateBorrower and its Subsidiaries, and (iiiB) if the Senior Notes Debt that is refinanceddocumentation evidencing such Debt, renewedand any Liens permitted to secure the same, or extended was subordinated shall be in right of payment form and substance satisfactory to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt.in all respects; (g) other Debt so long as (i) the unsecured Guaranties permitted pursuant to Section 9.4(d)(xi) of this Agreement; (j) other unsecured Debt in an aggregate principal amount of all Debt described in this Section 9.02(g) outstanding at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not to exceed $25,000,000 4,000,000; and (k) indebtedness representing the financing of insurance premiums in the aggregateordinary course of business and not for borrowed money.

Debt. The Parent and the Borrower will notNo Restricted Company shall, and will not permit any Restricted Subsidiary todirectly or indirectly, create, incur, create, assume or suffer to exist any direct, indirect, fixed, or contingent liability for any Debt, exceptOTHER THAN: (a) the Loans or other Obligations arising under the Loan Documents.The Obligation; (b) Existing Debt; (c) Debt incurred by any Restricted Company under Capital Leases the Multi-Year Agreement; (d) Debt arising under the Existing Agreement; (e) Debt incurred by any Restricted Company under any Financial Hedge with any Lender or that constitutes Purchase Money Indebtednessan Affiliate of any Lender; (f) Debt between Restricted Companies, SO LONG AS any such inter-company Debt owed by Borrower to any other Restricted Company is unsecured; provided that or Debt of any Restricted Company to the sum Receivables Subsidiary; and (g) Debt of any Restricted Company not otherwise permitted by this SECTION 7.12, SO LONG AS (i) no Default or Potential Default exists on the date any such Debt is created, incurred, or assumed or arises after giving effect to such Debt incurrence; and (ii) if such Debt is secured, on the date any such secured Debt is created, incurred, or assumed, the principal amount of such secured Debt, when aggregated with the principal amount of all other secured Debt of the Restricted Companies incurred in accordance with this SECTION 7.12(g), does not exceed 10% of the book value of the consolidated assets of the Restricted Companies determined as of the date of, and with respect to, the Current Financials and the related Compliance Certificate. Notwithstanding anything in this SECTION 7.12 to the contrary, the aggregate principal amount of all Debt described in this Section 9.02(bof the Restricted Subsidiaries may not exceed, on any date of determination, the SUM of (i) at any one time outstanding plus 10% of the book value of the consolidated assets of the Restricted Companies, determined as of the date of, and with respect to, the Current Financials and the related Compliance Certificate, PLUS, (ii) on and after the aggregate effective date of any designation of Intermedia and its Subsidiaries as "RESTRICTED SUBSIDIARIES" hereunder, the principal amount of all Existing Debt permitted under Section 9.02(g) at any one time outstanding shall of Intermedia and its Subsidiaries existing on the Intermedia Merger Date (as renewed, refinanced, or extended, but not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agentincreased). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate.

Debt. The Parent and the Borrower will Company shall not, and will shall not permit any of its Restricted Subsidiary to, incur, create, assume Subsidiaries to create or suffer to exist any Debt, exceptDebt other than: (a) the Loans or other Obligations arising (i) Debt under the Loan Documents. Documents and (bii) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that incurred pursuant to the Term Loan Credit Agreement and the related credit documents in an aggregate principal amount not to exceed the sum of (ix) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding $550,000,000 plus (iiy) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 amounts so long as, in the aggregate. case of this clause (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issuedy), after giving effect to the incurrence thereof, (A) in the case of such Senior Notes Debt constituting First Priority Debt, the Borrower First Priority Debt Leverage Ratio is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable equal to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided thatless than 2.00 to 1.00, (iB) in the principal amount case of such Debt is not increased constituting Priority Debt (other than by First Priority Debt), the costs, fees, premiums Priority Debt Leverage Ratio is equal to or less than 3.00 to 1.00 and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal(C) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount case of such Debt shall be deemed that is unsecured and is not guaranteed by any Subsidiary of the Borrower, the Total Leverage Ratio is equal to or less than 5.00 to 1.00, in each case, including any Debt incurred in lieu of Debt under the Term Loan Credit Agreement in the form of “incremental equivalent debt” permitted to be incurred under the preceding Term Loan Credit Agreement as in effect on the Amendment No. 1 Effective Date, and, in the case of this clause (ii) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part thereof that meets the definition of Permitted Refinancing (it being understood that if the amount of any Debt is increased in connection with any extension, renewal or replacement, the amount permitted as a Permitted Refinancing shall be permitted under this clause (a)(ii) and the amount above the amount permitted as a Permitted Refinancing shall be permitted if permitted under another clause of this Section 8.01); (b) Debt issued and outstanding or available under existing lines of credit or other facilities on the Closing Date so long as such Debt is listed on Schedule 8.01(b) hereto, and any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part thereof that meets the definition of Permitted Refinancing (it being understood that if the amount of any Debt is increased in connection with any extension, renewal or replacement, the amount permitted as a Permitted Refinancing shall be permitted under this clause (b) and the amount above the amount permitted as a Permitted Refinancing shall be permitted if permitted under another clause of this Section 8.01); (c) Debt (i) among Loan Parties, (ii) from a Restricted Subsidiary that is not a Loan Party owing to a Loan Party to the extent permitted by Section 8.02, or (iii) among Restricted Subsidiaries that are not Loan Parties; (d) cash management obligations and Debt incurred in respect of netting services, overdraft protection and similar arrangements; (e) Debt of a Person that existed at the time such Person is acquired and becomes a Restricted Subsidiary of the Company or Debt of a Person that existed at the time such Person is merged or consolidated with a Restricted Subsidiary or Debt acquired by a Restricted Subsidiary in connection with an Acquisition, in each case, to the extent such Debt was not created in contemplation of such acquisition, merger or consolidation and is not secured by any assets other than those acquired so long as all such Debt outstanding pursuant to this clause (e) shall not exceed $100,000,000 in the aggregate at any time; (f) any earn-out obligation that comprises a portion of the consideration for an acquisition or Debt consisting of obligations under deferred compensation or other similar arrangements incurred in connection with an acquisition; (g) capital lease obligations and purchase money obligations for the purchase of goods on ordinary trade terms, fixed assets or capital assets so long as all such Debt outstanding pursuant to this clause (g) shall not exceed $50,000,000 in the aggregate at any time; (h) Guarantees with respect to Debt of Loan Parties permitted under this Section 8.01; (i) (x) Debt under Secured Hedge Agreements or Secured Cash Management Agreements or (y) Debt (secured or unsecured) at Restricted Subsidiaries that are not Guarantors, so long as all Debt outstanding pursuant to this clause (y) of this clause (i) shall not exceed $300,000,000 in the aggregate; (j) Debt under Section 2.01(b) and other Debt (which may be secured to the extent permitted under Section 8.06) in the aggregate not to exceed $200,000,000; (k) unsecured Debt of a Loan Party so long as after giving effect to such transaction the Leverage Ratio is 6.00 to 1.00 or less; (l) Debt in respect of bid, performance, surety bonds or completion bonds issued for the account of the Borrower or any Restricted Subsidiary in the ordinary course of business, including guarantees or obligations of the Borrower or any Restricted Subsidiary with respect to letters of credit supporting such bid, performance, surety or completion obligations; (m) Debt of a Restricted Subsidiary that is a joint venture so long as all Debt outstanding pursuant to this clause (m) shall not exceed $75,000,000 in the aggregate; (n) obligations under Swap Contracts entered into for non-speculative purposes; and (o) Debt of Loan Parties in amounts so long as, after giving effect to the incurrence thereof, (A) in the case of Debt constituting First Priority Debt, the First Priority Debt Leverage Ratio is equal to or less than 2.00 to 1.00 and (B) in the case of Debt constituting Priority Debt (other than First Priority Debt), the Priority Debt Leverage Ratio is equal to or less than 3.00 to 1.00, in each case, including any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part thereof that meets the definition of Permitted Refinancing (it being understood that if the amount of any such Debt is increased in connection with any extension, renewal or replacement, the amount permitted as a Permitted Refinancing shall be permitted under this clause (o) and the amount above the amount permitted as a Permitted Refinancing shall be permitted if permitted under another clause of this Section 8.01); provided that such Debt (i) shall not be secured by any property or assets of the Loan Parties or any Restricted Subsidiary other than Collateral and, to the extent not Collateral, Real Property, and unless such Debt is unsecured, shall be subject to the Intercreditor Agreement or another customary intercreditor agreement reasonably satisfactory to the Administrative Agent (and to the extent secured by ABL Collateral, such Liens on ABL Collateral shall be expressly made junior to the Liens in favor of the Administrative Agent), (ii) such extension, refinancing shall not be guaranteed by any Person other than one or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, more Loan Parties and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment shall not mature prior to the Obligations, then Maturity Date in effect at the terms and conditions of the refinancing, renewal, or extension time such Debt must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debtis incurred. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate.

Debt. The Parent and the Borrower will notNo Loan Party shall, and will not nor shall it permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, incur, create, assume assume, or suffer permit to exist any Debt, except: (a) the Loans or Obligations (other Obligations arising under the Loan Documents.than Hedge Obligations); (b) existing Debt under Capital Leases described on Schedule 7.1; (c) (i) Debt of any Loan Party incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including 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 (provided that constitutes such Debt is incurred prior to or within 270 days after such acquisition or the completion of such construction or improvements), and extensions, renewals or replacements of any such Debt that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof, (ii) Purchase Money IndebtednessDebt, (iii) Finance Lease Obligations and (iv) any Permitted Refinancing of any of the foregoing; provided that the sum of (i) the aggregate principal amount of all any Debt described in incurred pursuant to this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate. clause (c) intercompany Debt owing by does not exceed the Borrower or greater of $12,000,000 and 2.50% of Consolidated Net Tangible Assets at any Guarantor to the Borrower or any Guarantor.time outstanding; (d) trade or accounts payable incurred in the ordinary course of business and not more than 90 days past due, other than Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02.for borrowed money; (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Hedge Obligations existing or arising under Hedging Agreements permitted by Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent).7.17; (f) Debt that represents associated with performance bonds, warranty bonds, bid bonds, appeal bonds, surety bonds, reclamation bonds, labor bonds and completion or performance guarantees and similar obligations, in each case required by Governmental Authorities or otherwise provided in the ordinary course of business, and not for borrowed money, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (g) (i) unsecured intercompany Debt owed by any Loan Party to another Loan Party and (ii) unsecured intercompany Debt owed by the Borrower to Holdings in an extension, refinancing, or renewal of any of amount not to exceed the Senior Notes Debtnet cash proceeds received by (but not contributed to) the Borrower from Holdings; provided that, in the case of this clause (iii), (A) the principal amount of such Debt is not increased (other than repayment by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with Borrower of any such extensionintercompany Debt shall only be permitted to the extent provided in Section 7.4(f) or (g), refinancing or renewaland (B) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of 42297167v.11 such Debt shall not be deemed subject to be incurred under the preceding any agreement or other undertaking in favor of Holdings that would require any payment in contravention of clause (e)), A) preceding; (iih) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension Debt must include provided that such subordination terms and conditions that are at least as favorable shall be satisfactory to the Administrative Agent and the Lenders as those in its sole discretion; (i) Guarantees by any Loan Party of Debt of any other Loan Party not otherwise prohibited pursuant to this Section 7.1; (j) Guarantees by any Loan Party of Debt of any Subsidiary that were applicable is not a Restricted Subsidiary or any Joint Venture, to the refinancedextent the aggregate potential amount of obligation or liability under such Guarantees, renewedwhen added to the amount of any other investments in Restricted Subsidiaries and Joint Ventures under Section 7.5(e) below, or extended Debt.does not exceed the maximum amount of permitted investments under such Section 7.5(e); (gk) endorsements of negotiable instruments for collection in the ordinary course of business; (l) Debt owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for the benefit of) any Person providing workers’ compensation, health, disability or other employee benefits to any Loan Party, pursuant to reimbursement or indemnification obligations to such Person; provided that upon the incurrence of Debt with respect to reimbursement obligations regarding workers’ compensation claims, such obligations are reimbursed not later than 60 days following such incurrence; (m) Debt owed to any Person providing property, casualty or liability insurance to any Loan Party pursuant to reimbursement or indemnification obligations to such Person in respect of the same, in the ordinary course of business or consistent with past practice or industry practice; (n) Debt arising from agreements of any Loan Party providing for indemnification, adjustment of purchase price, earn outs or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets permitted hereunder; (o) Debt consisting of insurance premium financing arrangements for insurance policies required hereunder or otherwise maintained by any Loan Party in the ordinary course of business in an aggregate principal amount not to exceed the amount of such insurance premiums; (p) Debt (other than Debt for borrowed money) (i) in respect of guarantees of obligations to the Loan Parties’ suppliers, customers and licensees in the ordinary course of business and (ii) consisting of obligations owing by any Loan Party under any customer or supplier incentive, supply, license or similar agreements entered into in the ordinary course of business; (q) cash management obligations and other Debt in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts; and (r) other Debt so long as not to exceed the greater of $12,000,000 and 2.50% of Consolidated Net Tangible Assets in the aggregate at any time outstanding; provided that such Debt is (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus unsecured or (ii) the aggregate principal amount of all Debt secured only by Liens permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate.7.2(t). CREDIT AGREEMENT – Page 99 42297167v.11

Debt. The Parent and Neither the Borrower nor any Subsidiary will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer permit to exist any Debt, except: (a) the Loans Notes or other Obligations arising under or any guaranty of or suretyship arrangement for the Loan Documents.Notes or other Obligations; (b) Debt, excluding Subordinated Debt, of the Borrower and its Subsidiaries existing on the Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to 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 been established therefor; (d) Debt under Capital Leases or capital leases (as required to be reported on the financial statements of the Borrower pursuant to GAAP) in addition to any obligations that constitutes Purchase Money Indebtedness; provided are Debt as permitted under Section 9.07, not to exceed $500,000; (e) Debt in addition to any Debt not otherwise permitted this Section 9.01 that the sum of (i) is unsecured and not to exceed $5,000,000 in the aggregate principal outstanding at one time; (f) Subordinated Debt (including any increases of Existing Subordinated Debt in connection with any refinacings thereof or otherwise) in an amount of all Debt described not to exceed $20,000,000 in this Section 9.02(b) the aggregate outstanding at any one time outstanding plus and with final maturity after September 15, 2004 and no sinking fund payments or mandatory redemption obligations prior to September 15, 2004; (iig) Existing Subordinated Debt and any refinancings, renewals or extensions (but not increases except as provided in Section 9.01(f)) of such Subordinated Debt, provided that any such refinancing provides for a final maturity on or after September 15, 2004 and no sinking fund payments or mandatory redemption obligations prior to September 15, 2004 and is otherwise pursuant to terms and conditions satisfactory to the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregateLenders. (ch) intercompany Debt owing associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties of the Borrower or any Guarantor to and its Subsidiaries. (i) Hedging Agreements covering (A) oil and gas production of proved developed producing Oil and Gas Properties of the Borrower or any Guarantor; provided, however, that such Hedging Agreements related to oil or gas production shall not, either individually or in the aggregate, cover more than eighty percent (80%) of estimated production of oil or gas of the Borrower and the Guarantors for each individual period covered by the Hedging Agreements and (B) fluctuations in interest rates for notional principal amounts not to exceed at any time outstanding 80% of the Debt for borrowed money of the Borrower and its Consolidated Subsidiaries. (dj) Debt constituting a guaranty by arising out of the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect Deferred Compensation Plan to the incurrence of extent such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any can be satisfied out of the Senior Notes Debt; provided that, (iinvestments permitted by Section 9.03(k) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debtproceeds thereof. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate.

Debt. The Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans or other Obligations Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans or other Indebtedness arising under the Loan Documents. (b) Debt of the Loan Parties and their Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements and set forth on Schedule 9.02, including without limitation the Existing Convertible Notes and any Permitted Refinancing Debt in respect thereof. (c) accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of invoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt of any Loan Party incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including obligations under Capital 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 constitutes Purchase Money Indebtednessdo not increase the outstanding principal amount thereof; provided that the sum of (i) such Debt is incurred prior to or within 90 days after such acquisition or the aggregate principal amount completion of all Debt described in this Section 9.02(b) at any one time outstanding plus such construction or improvement and (ii) the aggregate principal amount of all Debt Indebtedness permitted under Section 9.02(gby this clause (d) at any one time outstanding shall not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.0210,000,000. (e) Senior Notes Debt in respect of (i) letters of credit, bank or completion guarantees, surety, performance, warranty, bid, appeal or other bonds or guarantees and related Senior Notes Debt; provided thatsimilar instruments, at the time any such Senior Notes are issued, after giving effect in each case to the incurrence extent (x) required by Governmental Requirements or any third Person and (y) provided in the ordinary course of such Senior Notes Debt, business in connection with the Borrower is in pro forma compliance with Section 9.01 operation of the Oil and Gas Properties; and (calculated in a manner reasonably acceptable to ii) the Administrative Agent)P&A Escrow Agreement. (f) Debt (i) between the Borrower and the Parent; (ii) between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided that represents an extension(1) such Debt is not held, refinancingassigned, transferred, negotiated or renewal 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 Indebtedness on terms set forth in the Guaranty Agreement and (iii) of Loan Parties permitted by Section 9.05. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (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 outstanding. (i) Debt under the Bridge Loans and any Exchange Notes and any guarantees thereof by the Borrower or a Guarantor the aggregate principal amount of which Debt does not exceed $800,000,000 on such terms approved by the Arrangers; (ii) Debt under the Senior Notes Debtthe aggregate principal amount of which Debt does not exceed $500,000,000, provided that (1) the net cash proceeds of such Senior Notes are used to prepay in part the Bridge Loans or the Exchange Notes, (2) such Debt does not have any scheduled amortization prior to one year after the Maturity Date and (3) such Debt does not mature sooner than one year after the Maturity Date; provided thatand (iii) any renewals, extensions, refundings or refinancings of Debt described in clauses (i) and (ii) above, provided that (x) the principal amount of such Debt is not increased except by an amount necessary to pay interest and premium on the Debt in clauses (other than by i) and (ii) being refinanced and any fees and expenses, including premiums relating to such renewals, extensions, refundings or refinancings and (y) the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance maturity of doubt, that any such increase in the principal amount of such Debt shall be deemed is not shortened unless to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due a maturity occurring no earlier than the date that is 91 days one year after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (gk) if no Bridge Loan or Exchange Notes are then outstanding and the Parent has issued Equity Interests (other than Disqualified Capital Stock and Equity Interests from conversion of the Existing Convertible Notes) generating gross cash proceeds of not less than $300,000,000, the Parent may incur additional Debt so long as at the time of incurrence of such Debt and after giving pro forma effect thereto, the Parent would be compliant with Section 9.01(a) and with each instrument governing the Senior Notes. (il) Debt incurred to finance insurance premiums. (m) Debt in connection with trade payables owed to FM Services, Inc. arising in the ordinary course of business. (n) other Debt not to exceed $10,000,000 in the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregateoutstanding.

Debt. The Parent and the Borrower will not, and will not permit any Restricted Subsidiary toCreate, incur, create, assume or suffer to exist any Debt, except:except (without duplication): (a) the Loans or other Obligations arising Debt under the Loan Documents.; (b) Debt under Capital Leases outstanding on the date hereof and listed on Schedule 7.03, and any refinancings, refundings, renewals or that constitutes Purchase Money Indebtednessextensions thereof; provided that the sum of that: (i) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal 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 (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to Loan Parties or Lenders than the terms of any agreement or instrument governing the Debt being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Debt does not exceed the then applicable market interest rate; (c) Guarantees by Loan Parties or any Subsidiary thereof of Debt otherwise permitted hereunder of Loan Parties and their Subsidiaries; (d) subject to the restrictions on Capital Expenditures set forth in Section 7.07, Debt in respect of: (i) capital leases; and (ii) purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(j) and Section 7.01(l); (e) Subordinated Indebtedness; (f) Debt in respect of: (i) workers’ compensation claims or obligations in respect of health, disability or other employee benefits; (ii) property, casualty or liability insurance or self-insurance; (iii) completion, bid, performance, appeal or surety bonds issued for the account of Loan Parties or any Subsidiary thereof; (iv) taxes, assessments or other government charges not yet delinquent or which are being contested in compliance with Section 6.04; or (v) bankers’ acceptances and other similar obligations not constituting Debt for borrowed money; in each of the foregoing cases, to the extent incurred in the ordinary course of business; (g) intercompany Debt of Loan Parties or any Subsidiary owing to and held by Loan Parties or any Subsidiary; provided that (i) if Loan Parties or any Guarantor is the obligor on such Debt and any Subsidiary (other than a Guarantor) is the obligee thereof, such Debt must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations (including, with respect to any Guarantor, its obligations under Section 10.14), and (ii) Debt owed to Loan Parties or any Guarantor must be evidenced by an unsubordinated promissory note pledged to Administrative Agent under the costsapplicable Collateral Document; (h) Debt arising from the honoring by a bank or other financial institution of a check, feesdraft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, premiums provided that such Debt is promptly extinguished; (i) Debt arising in connection with endorsement of instruments for deposit in the ordinary course of business; (j) Debt of Loan Parties or any of their Subsidiaries that may be deemed to exist in connection with agreements providing for indemnification, contribution, earnouts, purchase price adjustments and expenses payments and by accrued and unpaid interest paid similar obligations (including letters of credit, surety bonds or performance bonds securing any obligations of Loan Parties or any Subsidiary pursuant to such agreements) in connection with Dispositions otherwise permitted hereunder; (k) Debt of Loan Parties or any of their Subsidiaries arising from customary cash management services or in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance automated clearinghouse transfer of doubt, that any such increase funds in the principal ordinary course of business; (l) Debt of Loan Parties or any of their Subsidiaries, in an aggregate outstanding face amount of such Debt shall be deemed not to be incurred under the preceding clause exceed at any time Two Hundred Fifty Thousand Dollars (e)$250,000), (ii) such extension, refinancing arising under or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier letters of credit that secure obligations under real property leases and subleases. In addition, neither Loan Parties nor any of their Subsidiaries shall maintain any Collateral Account other than in accordance with the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right provisions of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended DebtSection 6.12. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate.

Debt. The Parent and Neither the Borrower Company nor any Subsidiary will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans Notes or other Obligations arising under the Loan Documents.Indebtedness; (b) Debt of the Company existing on the Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 9.01(b) (but excluding under Capital Leases the Prior Credit Agreement), 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 120 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) the Senior Unsecured Notes; provided that constitutes Purchase Money Indebtednessfor any such Debt issued after the Closing Date (i) the maturity of such Debt must be no earlier than January 23, 2008, shall provide for no unscheduled mandatory payments or prepayments of principal before such date (other than upon acceleration following default under the related indenture) and shall provide for no scheduled payments or prepayments of principal before such date, (ii) no Default shall exist and be continuing on the date of such issuance, and (iii) taking into account the use (contemporaneously with such issuance) of proceeds from such issuance, the Borrowing Base, adjusted for such issuance, must equal or exceed the aggregate outstanding principal amount of the Loans plus the LC Exposure; (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties of the Company and its Subsidiaries; and (f) obligations to establish or pay into escrow accounts or other reserves amounts necessary to cover costs of abandonment of oil and gas ▇▇▇▇▇ and/or drilling sites. (g) Swap Contracts; provided, however, that (i) such Swap Contracts related to oil production shall not, either individually or in the aggregate, cover more than seventy-five percent (75%) of the Company's and its Subsidiaries' estimates for the production of oil for each individual period covered by the Swap Contracts, (ii) such Swap Contracts related to natural gas production shall, not either individually or in the aggregate, cover, more than seventy-five percent (75%) of the Company's and its Subsidiaries' estimates for the production of natural gas for each individual period covered by the Swap Contracts, (iii) each counterparty to a Swap Contract shall have senior unsecured long-term debt rated BBB or higher by S&P or Baa2 or higher by ▇▇▇▇▇'▇ at the commencement of such Swap Contract, and (iv) no Swap Contract shall be secured by any Lien; (h) Debt incurred by Special Purpose Subsidiaries and the Subsidiaries listed on Schedule 9.01(h), if and only if, such Debt is evidenced by a document or instrument containing language, in form and substance satisfactory to the Agent, by which the lender or lenders acknowledge that the Debt advanced by them to the Special Purpose Subsidiary and the Subsidiaries listed on Schedule 9.01(h) to be non-recourse to the Company and all other Subsidiaries; (i) obligations arising under arrangements or agreements designed to protect the Company or a Subsidiary entered into the ordinary course of business to reduce the Company's or a Subsidiary's exposure to fluctuations in interest rates; (j) Without limitation of any other part of Section 9.01, Debt of the Company created, incurred or assumed after the Closing Date; provided that the sum of (i) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred not at any one time exceed $40,000,000; (k) Debt (as defined in clause (h) under the preceding clause definition of Debt) created by the KCS Production Payments as defined in Section 1.04 of the Purchase and Sale Agreement between ▇▇▇▇-▇▇▇▇▇▇▇ Oil Company and Newfield Exploration Company dated August 11, 1998 covering the Property described on Schedule 9.01(k); (e))l) The QUIPS Debentures, the QUIPS and the QUIPS Guaranty; and (m) Subordinated Debt of the Company; provided that for any such Debt issued after the Closing Date (i) the maturity of such Debt must be no earlier than January 23, 2008, shall provide for no unscheduled mandatory payments or prepayments of principal before such date (other than upon acceleration following default under the related indenture) and shall provide for no scheduled payments or prepayments of principal before such date, (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than no Default shall exist and be continuing on the date of such issuance, (iii) at the option of the Company, (x) the Company shall have provided to the Banks information about such Debt so that is 91 days after the Maturity DateRequired Banks shall have been able to redetermine before such issuance the Borrowing Base (giving effect to such issuance) in accordance with Section 2.08 or (y) the Borrowing Base shall be reduced by the amount of such Debt issued, and (iiiiv) if taking into account the Senior Notes Debt that is refinanceduse (contemporaneously with such issuance) of proceeds from such issuance, renewedthe Borrowing Base, adjusted for such issuance, must equal or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) exceed the aggregate outstanding principal amount of all Debt described in this Section 9.02(g) at any one time outstanding the Loans plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregateLC Exposure.

Debt. The Parent and the Borrower will not, and will not permit Neither any Restricted Subsidiary to, incur, create, assume Obligor nor any of its Subsidiaries shall incur or suffer to exist maintain any Debt, except: other than the following (collectively, “Permitted Debt”): (a) the Loans or other Obligations arising under the Loan Documents. Obligations; (b) Debt under described on Schedule 7.13; (c) Capital Leases or that constitutes Purchase Money Indebtedness; of Equipment and purchase money secured Debt incurred to purchase Equipment provided that the sum of (i) all Liens securing the aggregate principal amount same attach only to the Equipment acquired by the incurrence of all Debt described in this Section 9.02(b) at any one time outstanding plus such Debt, and (ii) the aggregate principal amount of all such Debt permitted under Section 9.02(g(including Capital Leases) at any one time outstanding shall does not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or 10,000,000 at any Guarantor to the Borrower or any Guarantor. time; (d) Debt constituting evidencing a guaranty by refunding, renewal or extension of the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debtdescribed on Schedule 7.13; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed or extended, (iii) no Person that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof, and (iv) the terms of such refunding, renewal or extension are no less favorable in any material respect to the Obligors, the Agent or the Lenders than the original Debt; (e) Debt owing under the Senior Subordinated Notes not to exceed $285,000,000 in the aggregate principal amount at any time outstanding; (f) Debt owing under the Senior Notes (2009) not to exceed $200,000,000 in the aggregate principal amount at any time outstanding; (g) Debt owing under the Senior Notes (2010) not to exceed $29,000,000 in the aggregate principal amount at any time outstanding; (h) Debt and Obligations owing under Hedge Agreements relating to the Loans and other Hedge Agreements entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes; (i) unsecured intercompany Debt of an Obligor owing to another Obligor, provided that such Debt constitutes a Permitted Investment and is not increased subordinated to the Obligations pursuant to the terms of Section 13.5; (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid j) Debt owing to SunTrust Bank in connection with any such extensionthe credit facility between Premier Boxboard and SunTrust Bank, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, provided that any such increase in the principal amount of such Debt shall be deemed to be incurred under a non-recourse obligation of the preceding clause Obligors (eexcept for the SunTrust Credit Support)), ; (iik) such extension, refinancing or renewal does not result in any principal amount owing in respect Debt of Senior Notes Debt becoming due earlier than the date a Subsidiary that is 91 days after the Maturity Datenot an Obligor owing to an Obligor, provided that such Debt constitutes a Permitted Investment; (l) Guaranties permitted under Section 7.12; and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (gm) other unsecured Debt so long as (i) not to exceed $1,000,000 in the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregateoutstanding.

Debt. (a) The Parent and the Borrower will not, and will not permit any Restricted Subsidiary of its Consolidated Subsidiaries to, create, incur, assume or suffer to exist, any Debt other than: (i) Debt of the Borrower under the Loan Documents; (ii) unsecured Debt owing by the Borrower to any Consolidated Subsidiary; (iii) unsecured Debt owing by any Consolidated Subsidiary to the Borrower or any other Consolidated Subsidiary; (iv) Debt (other than Derivative Obligations) of Consolidated Subsidiaries, so long as (A) no Default or Event of Default exists on the date such Debt is incurred or would result from the incurrence of such Debt, and (B) the aggregate amount of such Debt does not exceed fifteen percent (15%) of Net Worth as of the last day of the fiscal quarter most recently ended prior to the date of incurrence for which financial statements are available; (v) Debt (other than Derivative Obligations) of the Borrower, so long as (A) such Debt is not Guaranteed by any Subsidiary of the Borrower, except to the extent permitted by paragraph (iv) above, and (B) no Default or Event of Default exists on the date such Debt is incurred or would result from the incurrence of such Debt; (vi) Derivative Obligations of the Borrower and its Consolidated Subsidiaries, so long as (A) no Default or Event of Default exists on the date such Derivative Obligations are incurred or would result from the incurrence thereof and (B) the aggregate amount of such Derivative Obligations does not exceed ten percent (10%) of Net Worth as of the last day of the fiscal quarter most recently ended prior to the date of incurrence for which financial statements are available; and (vii) Account Receivable Debt of the Borrower or any of its Consolidated Subsidiaries not exceeding $100,000,000 in an aggregate principal amount at any one time outstanding. (b) The Borrower will not permit any Excluded Affiliate to create, incur, assume or suffer to exist any Debt, except: (a) Debt unless the Loans agreements evidencing or other Obligations arising under the Loan Documents. (b) providing for such Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the sum of (i) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall do not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by provide for recourse against the Borrower or any Guarantor of its Consolidated Subsidiaries, or any of their respective assets, for the payment of such Debt; provided, however, that the foregoing shall not apply to any such Debt of an Excluded Affiliate that is covered by a Guaranty from the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Consolidated Subsidiary of other that constitutes Debt permitted to be incurred under this by Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent6.01(a). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e)), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate.

Debt. The Parent and the Borrower will not, and will not permit Neither any Restricted Subsidiary to, incur, create, assume Obligor nor any of its Subsidiaries shall incur or suffer to exist maintain any Debt, except: other than the following (collectively, “Permitted Debt”): (a) the Loans or other Obligations arising under the Loan Documents. Obligations; (b) Debt under described on Schedule 7.13; (c) Capital Leases or that constitutes Purchase Money Indebtedness; of Equipment and purchase money secured Debt incurred to purchase Equipment provided that the sum of (i) all Liens securing the aggregate principal amount same attach only to the Equipment acquired by the incurrence of all Debt described in this Section 9.02(b) at any one time outstanding plus such Debt, and (ii) the aggregate principal amount of all such Debt permitted under Section 9.02(g(including Capital Leases) at any one time outstanding shall does not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower or 10,000,000 at any Guarantor to the Borrower or any Guarantor. time; (d) Debt constituting evidencing a guaranty by refunding, renewal or extension of the Parent, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debtdescribed on Schedule 7.13; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt thereof is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e))increased, (ii) the Liens, if any, securing such extensionrefunded, refinancing renewed or renewal does extended Debt do not result attach to any assets in any principal amount owing in respect of Senior Notes addition to those assets, if any, securing the Debt becoming due earlier than the date to be refunded, renewed or extended, (iii) no Person that is 91 days after not an obligor or guarantor of such Debt as of the Maturity DateClosing Date shall become an obligor or guarantor thereof, and (iiiiv) if the terms of such refunding, renewal or extension are no less favorable in any material respect to the Obligors, the Agent or the Lenders than the original Debt; (e) Debt owing under the Senior Subordinated Notes Debt that is refinanced, renewed, or extended was subordinated not to exceed $257,500,000 in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus outstanding; (iif) Debt owing under the Senior Notes (2009) not to exceed $189,750,000 in the aggregate principal amount at any time outstanding and any Permitted Senior Note Refinancing thereof; (g) Debt owing under the Senior Notes (2010) not to exceed $29,000,000 in the aggregate principal amount at any time outstanding and any Permitted Senior Note Refinancing thereof; (h) Debt and Obligations owing under Hedge Agreements relating to the Loans and other Hedge Agreements entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes; (i) unsecured intercompany Debt of all an Obligor owing to another Obligor, provided that such Debt constitutes a Permitted Investment and is subordinated to the Obligations pursuant to the terms of Section 13.5; (j) Debt of a Subsidiary that is not an Obligor owing to an Obligor, provided that such Debt constitutes a Permitted Investment; (k) Guaranties permitted under Section 9.02(b7.12; and (l) at any one time outstanding does not exceed $25,000,000 in the aggregateother unsecured Debt.

Debt. The Parent and Neither the Borrower nor any Subsidiary will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer permit to exist any Debt, except: (a) the Loans Notes or other Obligations arising under or any guaranty of or suretyship arrangement for the Loan Documents.Notes or other Obligations; (b) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that of the sum of (i) Borrower and its Subsidiaries existing on the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall not exceed $25,000,000 Closing Date which is reflected in the aggregate.Financial Statements or is disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) intercompany 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 120 days past the invoice or billing date, are being contested in good faith by appropriate proceedings, provided that reserves adequate under GAAP shall have been established therefor; (d) purchase money Debt owing by and Debt under capital leases (as required to be reported on the financial statements of the Borrower pursuant to GAAP) in addition to any obligations that are Debt as permitted under Section 9.05, not to exceed $5,000,000, provided, however, that the obligations due under the Hanover Processing Agreement shall not be considered capital lease obligations for purposes of the limitation on capital leases contained in this Section 9.01(d); (e) Debt in addition to any Debt not otherwise permitted this Section 9.01 that is unsecured and not to exceed [$5,000,000] in the aggregate outstanding at one time; (f) Subordinated Debt in an amount not to exceed $40,000,000 in the aggregate outstanding at any one time, provided that such Subordinated Debt has (i) a final maturity after September 30, 2010 and (ii) no sinking fund payments, scheduled principal payments, or mandatory redemption obligations on or prior to September 30, 2010; (g) Existing Other Debt and any Guarantor refinancings, renewals or extensions (but not increases) of such Existing Other Debt, provided that any such refinancing (i) provides for a final maturity after September 30, 2010, (ii) has no sinking fund payments, scheduled principal payments, or mandatory redemption obligations on or prior to September 30, 2010, and (iii) is otherwise pursuant to terms and conditions satisfactory to the Majority Lenders, provided further that if any such refinancing is being accomplished by using the proceeds from an issuance of preferred stock of the Borrower, then such issuance complies with Section 9.21 hereof; (h) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties of the Borrower and its Subsidiaries; (i) Hedging Agreements covering (A) oil and gas production of proved developed producing Oil and Gas Properties of the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent; provided, the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubthowever, that any such increase in the principal amount of such Debt Hedging Agreements related to oil or gas production shall be deemed to be incurred under the preceding clause (e))not, (ii) such extension, refinancing either individually or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, and (iii) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the 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 Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) the aggregate principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 in the aggregate, cover more than ninety percent (90%) of estimated production of oil or gas of the Borrower and the Guarantors for each individual period covered by the Hedging Agreements and (B) fluctuations in interest rates for notional principal amounts not to exceed at any time outstanding 80% of the Debt for borrowed money of the Borrower and its Consolidated Subsidiaries; and (j) any Permitted Entrada Transaction.