Common use of Future Indebtedness Clause in Contracts

Future Indebtedness. Neither the Company nor any other CanArgo Group Member shall incur any Indebtedness after the date of this Agreement other than (a) Indebtedness outstanding under the Senior Secured Notes, provided that no amendment or modification to the Senior Secured Notes shall increase the aggregate principal amount then outstanding thereunder, (b) Indebtedness outstanding under the Subordinated Notes, provided that no amendment or modification to the Subordinated Notes shall increase the aggregate principal amount then outstanding thereunder, (c) Indebtedness outstanding under the Notes, (d) any additional unsecured Indebtedness from lenders other than CanArgo Group Members, the aggregate amount outstanding thereunder for the CanArgo Group in the aggregate shall not at any time exceed US$2,500,000, (e) unsecured Indebtedness of the Company or another CanArgo Group Member to another CanArgo Group Member, provided that such Indebtedness is subordinated in right of payment to the rights of the holders of Senior Indebtedness and the Notes, such subordination to be upon terms set forth in the Senior Secured and Subordinated Note and the Loan Documents (as defined therein) related thereto and the provisions of Section 4 hereof (the Indebtedness represented by the Notes constituting “Senior Indebtedness” for the purposes of such Section); (f) Indebtedness of a CanArgo Group Member to a direct or indirect Subsidiary of the Company that is not a Material Subsidiary provided that the aggregate amount outstanding thereunder at any time shall not exceed US$1,500,000; (g) Indebtedness of the Company or a CanArgo Group Member to BN Munai LLP or a Subsidiary of BN Munai LLP; and (h) Indebtedness incurred by Tethys through a bridge loan of up to $5,000,000 from I▇▇▇▇▇▇ & S▇▇▇▇▇ in advance of any Tethys IPO (the “Tethys Bridge Financing”), provided that (i) Persistency has the option to participate in up to 5/13ths of the Tethys Bridge Financing, in pro rata proportion to its interest, and (ii) should any lending party in the Tethys Bridge Financing elect not to participate in the transaction, the other lending parties may additionally participate in place of the non-electing party, and (iii) funds from the Tethys Bridge Financing are used to complete the infrastructure necessary to achieve first gas. Funds from the Tethys Bridge Financing shall not be required to be used to repay to the Company any accrued interest and outstanding principal under any Indebtedness arising from any advance made by the Company to either of the Tethys Subsidiaries after May 31, 2006. In considering whether to give its consent to any future Indebtedness, the Required Holders shall be entitled to take into consideration, inter alia, the potential effects of any such proposed Indebtedness upon the financial condition and wherewithal of the Company and/or upon their rights under the Loan Documents, and any decision by the Required Holders to withhold their consent to any such proposed future Indebtedness shall be final and binding absent a showing of manifest bad faith.

Future Indebtedness. Neither the Company nor any other CanArgo Group Member shall incur any Indebtedness after the date of this Agreement other than (a) Indebtedness outstanding under the Senior Secured Notes, provided that the aggregate principal amount of such indebtedness shall not exceed the lowest amount of the aggregate principal amount of such indebtedness that is outstanding from time to time under all Senior Secured Notes from and after the date hereof and that no amendment or modification to the Senior Secured Notes shall otherwise increase the aggregate principal amount then outstanding thereunder, (b) Indebtedness outstanding under the Subordinated Notes, provided that the aggregate principal amount of such indebtedness shall not exceed the lowest amount of the aggregate principal amount of such indebtedness that is outstanding from time to time under all Subordinated Notes from and after the date hereof and that no amendment or modification to the Subordinated Notes shall otherwise increase the aggregate principal amount then outstanding thereunder, (c) Indebtedness outstanding under the Notes, (d) any additional unsecured Indebtedness from lenders other than CanArgo Group Members, the aggregate amount outstanding thereunder for the CanArgo Group in the aggregate shall not at any time exceed US$2,500,000, (e) unsecured Indebtedness of the Company or another CanArgo Group Member to another CanArgo Group Member, provided that such Indebtedness is subordinated in right of payment to the rights of the holders of Senior Indebtedness and the Notes, such subordination to be upon terms set forth in the Senior Secured and Subordinated Note and the Loan Documents (as defined therein) related thereto and the provisions of Section 4 hereof (the Indebtedness represented by the Notes constituting “Senior Indebtedness” for the purposes of such Section); (f) Indebtedness of a CanArgo Group Member to a direct or indirect Subsidiary of the Company that is not a Material Subsidiary provided that the aggregate amount outstanding thereunder at any time shall not exceed US$1,500,000; and (g) Indebtedness of the Company or a CanArgo Group Member to BN Munai LLP or a Subsidiary of BN Munai LLP; and (h) Indebtedness incurred by Tethys through a bridge loan of up to $5,000,000 from I▇▇▇▇▇▇ & S▇▇▇▇▇ in advance of any Tethys IPO (the “Tethys Bridge Financing”), provided that (i) Persistency has the option to participate in up to 5/13ths of the Tethys Bridge Financing, in pro rata proportion to its interest, and (ii) should any lending party in the Tethys Bridge Financing elect not to participate in the transaction, the other lending parties may additionally participate in place of the non-electing party, and (iii) funds from the Tethys Bridge Financing are used to complete the infrastructure necessary to achieve first gas. Funds from the Tethys Bridge Financing shall not be required to be used to repay to the Company any accrued interest and outstanding principal under any Indebtedness arising from any advance made by the Company to either of the Tethys Subsidiaries after May 31, 2006. In considering whether to give its consent to any future Indebtedness, the Required Holders shall be entitled to take into consideration, inter alia, the potential effects of any such proposed Indebtedness upon the financial condition and wherewithal of the Company and/or upon their rights under the Loan Documents, and any decision by the Required Holders to withhold their consent to any such proposed future Indebtedness shall be final and binding absent a showing of manifest bad faith.”