Common use of Limitations on Debt Clause in Contracts

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement and the other Loan Documents; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(c); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; (c) Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt of Subsidiaries owed to the Parent or any other Subsidiary; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated Debt; (h) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt in an aggregate principal amount not to exceed $25,000,000 at any time.

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement in respect of the Loans, the L/C Applications and the other Loan DocumentsLetters of Credit; (b) Subordinated Debt and unsecured seller Debt (including contingent payments incurred in connection with a transaction permitted by Section 10.11(c)) which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(c10.11(c) and the existing Debt listed on Schedule 10.7(b); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent10,000,000; (c) Debt arising under Capital Leases, Debt secured by Liens permitted by Section 10.8(dsubsection 10.8(c) or (d) and other Debt outstanding on the date hereof and listed in Schedule 10.7(c); , and refinancings of any such Debt so long as the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing, provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,0005,000,000; (d) Debt of Subsidiaries owed to the Parent or any other SubsidiaryCompany; (e) Hedging Obligations of the Company or any Subsidiary to any Bank incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries;; and (g) Subordinated Debt; (h) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any to be Repaid; provided that all such Debt so long as to be Repaid shall be repaid on or before the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt in an aggregate principal amount not to exceed $25,000,000 at any timeEffective Date.

Limitations on Debt. Not, and not permit any Subsidiary to, create, ------------------- incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement in respect of the Loans, the L/C Applications and the other Loan DocumentsLetters of Credit; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(cCompany (excluding Contingent Payments and Seller Subordinated Debt); provided that (i) the aggregate outstanding principal amount of all -------- such unsecured Debt (other than Holdbacks) shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent3,000,000; (c) Debt secured by Liens in respect of Capital Leases or arising in connection with the acquisition of equipment that, in each case, either is identified in Schedule 10.7(c) or is incurred, or assumed in connection with an asset ---------------- purchase permitted by Section 10.8(d10.11, after the date hereof (it being ------------- understood that for purposes of this Section 10.7 Debt of any Person which ------------ becomes a Subsidiary after the date hereof shall be deemed to be incurred, and equipment of such Person shall be deemed to be acquired, on the date such Person becomes a Subsidiary so long as such Debt is not incurred in contemplation of such Person becoming a Subsidiary); , and refinancings of any such Debt so long as the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing, provided that -------- the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,0003,000,000; (d) Debt of Subsidiaries owed to the Parent or any other Subsidiary; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated Debt; (h) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt in an aggregate principal amount not to exceed $25,000,000 at any time.

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement in respect of the Loans, the L/C Applications and the other Loan DocumentsLetters of Credit; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(c10.11(c) and the existing Debt listed on Schedule 10.7(b); provided that (i) the aggregate outstanding principal amount of all such Debt (other than (i) the Debt designated with an asterisk on Schedule 10.7(b), and (ii) an unsecured seller note payable in connection with the acquisition of EPIC not in excess of $6,000,000, the payment of which is contingent upon the performance of EPIC) shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent5,000,000; (c) Debt arising under Capital Leases, Debt secured by Liens permitted by Section 10.8(dsubsection 10.8(c) or (d); , Rhode Island Non-Recourse Debt in an aggregate amount not to exceed $15,000,000, and other Debt outstanding on the date hereof and listed in Schedule 10.7(c), and refinancings of any such Debt so long as the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing, provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,00025,000,000; (d) Debt of Subsidiaries owed to the Parent or any other SubsidiaryCompany; (e) Hedging Obligations of the Company or any Subsidiary to any Bank incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated DebtDebt to be Repaid; provided that all such Debt to be Repaid shall be repaid on or before the Effective Date; (h) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates)Baltimore Bonds; (i) Subordinated Debt issued to former employees to repurchase stock from the Parent owing such former employees in an aggregate principal amount at any time outstanding not to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become dueexceed $2,500,000; (j) subject to the limitations set forth Subordinated Notes and any Subordinated Debt issued in Section 10.8(k)replacement thereof, Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19and any guaranty thereof; and (l) other Debt in an aggregate principal amount not to exceed $25,000,000 at any time.

Limitations on Debt. Not, and not permit any Subsidiary to, createCreate, incur, assume or suffer to exist any Debt, Debt except: (a) obligations under this Agreement and the other Loan DocumentsObligations; (b) unsecured seller Debt which represents all or part of the purchase price payable incurred in connection with a transaction permitted by Section 10.10(c); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 Hedging Agreement with a counterparty and (ii) all such Debt shall have upon terms that are and conditions reasonably acceptable satisfactory to the Administrative Agent; (c) Debt secured by Liens existing on the Closing Date and not otherwise permitted by under this Section 10.8(d); provided that 10.1, as set forth on Schedule 6.1(r) and the aggregate amount of all such Debt at any time outstanding shall renewal and refinancing (but not exceed $2,000,000the increase) thereof; (d) Debt consisting of Subsidiaries owed to the Parent or any other SubsidiaryContingent Obligations permitted by Section 10.2; (e) Hedging Obligations of the Company or any Subsidiary Debt incurred in connection with trade payables arising in the ordinary course of business for bona fide hedging purposes and not for speculationbusiness; (f) unsecured Debt of incurred in connection with the Company to Subsidiaries;$7,500,000 cash management facility between Cornerstone and First Union; and (g) Subordinated Debt; (h) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or not otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except permitted by this Section 10.1; provided that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing no Default or Event of Default shall then have occurred and be continuing or occasioned thereby, (ii) such debt shall not otherwise be prohibited pursuant to the Company solely to the extent that the proceeds provisions of Sections 10.2 and 10.3, (iii) for all such Debt are used with a scheduled maturity date on or after the Maturity Date, all such Debt will bear interest at a fixed rate and not at a variable rate, and (iv) such Debt shall not be incurred pursuant to a revolving credit facility or any other revolving line of credit; provided, that none of the Debt permitted to be incurred by this Section 10.1 shall restrict, limit or otherwise encumber (by covenant or otherwise) the Parent ability of any Subsidiary of any Borrower to make any payment to such Borrower or any of its Subsidiaries (in the form of Dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt in an aggregate principal amount not to exceed $25,000,000 at any timeObligations.

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement in respect of the Loans, the L/C Applications and the other Loan DocumentsLetters of Credit; (b) unsecured seller Debt of the Company (other than Contingent Payments) which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(cSECTION 10.11(C); provided PROVIDED that (i) the aggregate outstanding principal amount of all such unsecured Debt (excluding Subordinated Debt) shall not at any time exceed (i) prior to the Equity Offering, $15,000,000 5,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to after completion of the Administrative AgentEquity Offering, $10,000,000; (c) Debt secured by Liens permitted by Section 10.8(dSUBSECTION 10.8(C) or (D); provided , and refinancings of any such Debt so long as the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing, PROVIDED that the aggregate amount of all such Debt at any time outstanding shall not exceed (i) prior to the Equity Offering, $2,000,0002,000,000 and (ii) after completion of the Equity Offering, $10,000,000; (d) Debt of Subsidiaries owed to the Parent or any other SubsidiaryCompany; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (gf) Subordinated Debt; (hg) Contingent Payments listed on SCHEDULE 9.6(B) and other Debt existing outstanding on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19SCHEDULE 10.7; and (lh) Contingent Payments, PROVIDED that the aggregate amount of all Contingent Payments (other Debt in an aggregate principal amount than Contingent Payments listed on SCHEDULE 9.6(B))shall not to at any time exceed $25,000,000 at any time5,000,000.

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement and the other Loan Documents; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(c); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; (c) Debt secured by Liens permitted by Section 10.8(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,0001,300,000, $1,400,000 or $1,500,000 during the Fiscal Years ending December 31, 2000, December 31, 2001 and December 31, 2002 and thereafter, respectively, plus, in each case, an amount equal to all such Debt assumed by the Company or any Subsidiary in connection with any Acquisition made in accordance with Section 10.11; (c) Debt of Subsidiaries to the Company or to a Wholly-Owned Subsidiary; (d) unsecured Debt of Subsidiaries owed the Company to the Parent or any other SubsidiarySubsidiaries; (e) Subordinated Debt; (f) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated Debt; (h) Debt existing on the date hereof and listed described on Schedule 10.7(h)10.7 and any extension, and refinancings, amendments, restatements, supplements, refundings, renewals renewal or extensions of any such Debt refinancing thereof so long as the principal amount of thereof is not increased; (h) the Debt to be Repaid (so long as such Debt (as so refinanced or otherwise modified) is not increased and repaid on the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to Closing Date with the Company or proceeds of the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market ratesinitial Loans hereunder);; and (i) Debt from the Parent owing other Debt, in addition to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accountinglisted above, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt in an aggregate principal amount not to exceed $25,000,000 at any timetime exceeding $100,000.

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement in respect of the Loans, the L/C Applications and the other Loan DocumentsLetters of Credit; (b) unsecured seller Debt of the Company which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(c); provided that (i) the aggregate outstanding principal amount of all such unsecured Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent2,500,000; (c) Debt secured by Liens permitted by Section 10.8(dsubsection 10.8(c) or (d); , and refinancings of any such Debt so long as the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing, provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,0004,500,000; (d) Debt of Subsidiaries owed to the Parent or any other SubsidiaryCompany; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (gf) Subordinated Debt; (hg) other Debt existing outstanding on the date hereof and listed on in Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.1910.7; and (lh) other Debt in an aggregate principal amount not to exceed $25,000,000 at any timebe Repaid (provided that all such Debt is repaid on or before the Effective Date).

Limitations on Debt. Not, and not permit any Subsidiary to, createCreate, incur, assume or suffer to exist any Debt, Debt except: (a) obligations under this Agreement and the other Loan DocumentsObligations; (b) unsecured seller Debt which represents all or part of the purchase price payable incurred in connection with a transaction permitted by Section 10.10(c); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; (c) Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt of Subsidiaries owed to the Parent or any other Subsidiary; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated Debt; (h) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt Equipment Loan Financing in an aggregate principal amount not to exceed $25,000,000 16,000,000 at any time.time (or any refinancing, but not any increase in the principal amount, thereof); (c) Debt incurred after the Closing Date consisting of Capital Leases or other purchase money Debt incurred to provide all or a portion of the purchase price (or to finance such purchase price within ninety (90) days of acquisition) or the cost of construction of an asset; provided that (i) such Debt when incurred shall not exceed one hundred percent (100%) of the purchase price or the cost of construction of such asset; (ii) no such Debt shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; and (iii) the total amount of all such Debt shall not exceed $5,000,000 on any date of determination; (d) Debt which may be deemed to exist pursuant to any performance, surety, statutory, appeal or similar obligations obtained in the ordinary course of business; (e) Debt incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent; provided, that any counterparty that is a Lender shall be deemed satisfactory to the Administrative Agent; and

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: except (a) obligations arising under this Agreement and the other Loan Documents; ; (b) unsecured seller Debt which represents all in respect of Capital Leases or part of the purchase price payable hereafter incurred in connection with a transaction Liens permitted by Section 10.10(c10.8(e); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed a Dollar Equivalent amount of $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; 30,000,000; (c) Debt secured by Liens permitted by Section 10.8(d)of Subsidiaries to the Company or to other Subsidiaries; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt of Subsidiaries owed to Hedging Obligations incurred by the Parent Company or any other Subsidiary; Subsidiary to hedge bona fide business risks (and not for speculation); (e) Hedging Guaranty Obligations in respect of any obligation of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; prohibited under this Agreement; (f) unsecured Debt to be Repaid; provided that all Debt to be Repaid shall be repaid on or before the Effective Date; (g) Debt of the Company which has no scheduled amortization prior to Subsidiaries; the 91st day after the scheduled Termination Date; provided that (gi) Subordinated Debt; to the extent the holders of such Debt have the benefit of the guaranty of, or the pledge of stock of, any Subsidiary, such holders shall have entered into intercreditor arrangements with the Administrative Agent pursuant to documentation reasonably satisfactory to the Required Lenders and (hii) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions Net Cash Proceeds of the issuance of any such Debt so long as shall be applied to reduce the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely Aggregate Commitment Amount to the extent that the proceeds of such Debt are used by the Parent to pay its taxes required herein; and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (lh) other Debt in an aggregate principal amount not to exceed $25,000,000 at any timetime exceeding a Dollar Equivalent amount of $15,000,000.

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: except (a) obligations arising under this Agreement and the other Loan Documents; ; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(c); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable Subsidiaries to the Administrative Agent; Company or to other Subsidiaries; (c) Debt secured Hedging Agreements entered into by Liens permitted by Section 10.8(d); the Company or any Subsidiary, provided that any Hedging Agreement with any Person other than the aggregate amount Bank or any Affiliate of all such Debt at any time outstanding the Bank shall not exceed $2,000,000; be unsecured; (d) Debt in respect of Subsidiaries owed taxes, assessments or governmental charges to the Parent or any other Subsidiary; extent that payment thereof shall not at the time be required to be made in accordance with Section 10.4; (e) Hedging Obligations Debt of Subsidiaries of the Company listed on Schedule 10.7; (f) Subsidiary Debt in an amount not in excess of $17,000,000 (which amount shall be reduced by the amount of any payment of Subsidiary Debt after the date of this Agreement); (g) Subordinated Debt in an amount not in excess of the principal amount of the Subordinated Debentures as of the date of this Agreement; (h) guaranties of indebtedness of officers, directors, or other employees of the Company or any Subsidiary incurred of its Subsidiaries in the ordinary course an amount not in excess of business for bona fide hedging purposes Cdn$10,000,000; and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated Debt; (h) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing other Debt, in addition to the Company solely to foregoing, in an amount not in excess of $2,000,000, which amount shall include the extent that $2,000,000 of Permitted Acquisitions financed other than exclusively with the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accountingcommon equity, legal and corporate overhead expenses, as described in each case as they become due; (j) subject to the limitations set forth definition of "Permitted Acquisitions" in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt in an aggregate principal amount not to exceed $25,000,000 at any time1.1 above.

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement and the other Loan Documents; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(c); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; (c) Debt secured by Liens permitted by Section subsection 10.8(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000500,000; (dc) Debt of Subsidiaries owed to the Parent or any Company; provided, however, (i) in no event shall the Debt of Resources to the Company, when taken together with all capital contributions and other Subsidiary; (e) Hedging Obligations distributions of the Company or any Subsidiary incurred of its Subsidiaries other than Resources made to, as well as all Investments by such Persons in, Resources from and after the Closing Date, exceed $3,000,000 in the ordinary course aggregate at any time, and (ii) any Debt of business for bona fide hedging purposes Bangor Gas and not for speculationFrontier Energy to any Loan Party shall be evidenced by an effective intercompany promissory note in form and substance reasonably satisfactory to Agent; (fd) unsecured Debt of the Company to Subsidiaries; (ge) (i) Subordinated Debt; and (ii) Private Placement Notes Debt; (hf) Hedging Obligations incurred for bona fide hedging purposes and not for speculation, provided, that any such Hedging Obligations shall be pursuant to Hedging Agreement entered into by the Company or any of its Subsidiaries with one or more of the Banks party hereto, provided further, that if all of the Banks fail to offer the Company or its Subsidiaries (as applicable) a market rate with respect to any proposed Hedging Agreement, the Company or its Subsidiaries (as applicable) may enter into such a Hedging Agreement on an unsecured basis with a third party, and on terms, reasonably satisfactory to Agent; (g) Debt existing on the date hereof and listed described on Schedule 10.7(h)10.7 and any extension, and refinancings, amendments, restatements, supplements, refundings, renewals renewal or extensions of any such Debt refinancing thereof so long as the principal amount of such Debt (as so refinanced or otherwise modified) thereof is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates)increased; (ih) Debt from the Parent owing other Debt, in addition to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accountinglisted above, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt in an aggregate principal amount not to exceed $25,000,000 at any timetime exceeding $1,000,000.

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement and the other Loan Documents; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(c); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent1,000,000; (c) Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt of Subsidiaries owed to the Parent or any other Subsidiary; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated Debt; (h) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt arising under the Eximbank Financing Agreements not to exceed $10,000,000 in aggregate principal amount at any time outstanding; (j) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt in an aggregate principal amount not to exceed $25,000,000 5,000,000 at any time; (l) subject to the limitations set forth in Section 10.8(l), Debt arising under Capital Leases; and (m) Suretyship Liabilities permitted by Section 10.19.

Limitations on Debt. Not, and not permit any Subsidiary to, createCreate, incur, assume or suffer to exist any Debt, Debt except: (a) obligations under this Agreement and the other Loan DocumentsObligations; (b) unsecured seller Debt which represents all or part of the purchase price payable incurred in connection with a transaction permitted by Section 10.10(c); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; (c) Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt of Subsidiaries owed to the Parent or any other Subsidiary; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated Debt; (h) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt Equipment Loan Financing in an aggregate principal amount not to exceed $25,000,000 18,000,000 at any time.time (or any refinancing, but not any increase in the principal amount, thereof); (c) Debt incurred after the Closing Date consisting of Capital Leases or other purchase money Debt incurred to provide all or a portion of the purchase price (or to finance such purchase price within ninety (90) days of acquisition) or the cost of construction of an asset; provided that (i) such Debt when incurred shall not exceed one hundred percent (100%) of the purchase price or the cost of construction of such asset; (ii) no such Debt shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; and (iii) the total amount of all such Debt shall not exceed $5,000,000 on any date of determination; (d) Debt which may be deemed to exist pursuant to any performance, surety, statutory, appeal or similar obligations obtained in the ordinary course of business; (e) Debt incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent; provided, that any counterparty that is a Lender shall be deemed satisfactory to the Administrative Agent; and

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement in respect of the Loans, the L/C Applications and the other Loan DocumentsLetters of Credit (including obligations under the Guaranty); (b) unsecured seller Debt which represents arising under Capital Leases; provided that the aggregate amount of Debt arising under all or part of the purchase price payable in connection with a transaction Capital Leases (other than Capital Leases listed on Schedule 10.7 and refinancings thereof permitted by Section 10.10(cclause (j)) shall not at any time exceed $15,000,000; (c) Debt secured by Liens permitted by subsections 10.8(f), (g) and (j); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; (c) Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,00015,000,000; (d) Debt outstanding on the date hereof and listed in Schedule 10.7 (excluding Debt to be Repaid); (e) Debt of Subsidiaries owed to the Parent or any other SubsidiaryCompany; (ef) Hedging Obligations of the Company or any Subsidiary to any Bank or any Affiliate of a Bank incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (fg) unsecured Debt of the Company to Subsidiaries; (gh) Debt to be Repaid; provided that all Debt to be Repaid shall be repaid on the Effective Date; (i) Subordinated Debt; (hj) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions refinancings of any such Debt permitted under subsections (c) and (d) above so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such refinanced Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leasesrefinancing; (k) Suretyship Liabilities permitted by Section 10.19unsecured Debt of the Company or a Subsidiary denominated in Canadian dollars and obtained from one or more lenders located in Canada; provided that the aggregate amount of all such Debt shall not at any time exceed an amount equivalent to $7,500,000; and (l) other unsecured Debt in an of the Company; provided that the aggregate principal amount of all such Debt shall not to at any time exceed $25,000,000 at any time25,000,000.

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: except (a) obligations arising under this Agreement and the other Loan Documents; ; (b) unsecured seller Debt which represents all in respect of Capital Leases or part of the purchase price payable hereafter incurred in connection with a transaction Liens permitted by Section 10.10(c10.8(e); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed a Dollar Equivalent amount of $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; 30,000,000; (c) Debt secured by Liens permitted by Section 10.8(d)of Subsidiaries to the Company or to other Subsidiaries; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt of Subsidiaries owed to Hedging Obligations incurred by the Parent Company or any other Subsidiary; Subsidiary to hedge bona fide business risks (and not for speculation); (e) Hedging Guaranty Obligations in respect of any obligation of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; prohibited under this Agreement; (f) unsecured Debt to be Repaid; provided that all Debt to be Repaid shall be repaid on or before the Effective Date; (g) Debt of the Company which has no scheduled amortization prior to Subsidiaries; the 91st day after the scheduled Revolving Termination Date; provided that (gi) Subordinated Debt; to the extent the holders of such Debt have the benefit of the guaranty of, or the pledge of stock of, any Subsidiary, such holders shall have entered into intercreditor arrangements with the Administrative Agent pursuant to documentation reasonably satisfactory to the Required Lenders and (hii) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions Net Cash Proceeds of the issuance of any such Debt so long as shall be applied to reduce the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely Aggregate Revolving Commitment Amount and/or prepay Term Loans to the extent that the proceeds of such Debt are used by the Parent to pay its taxes required herein; and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (lh) other Debt in an aggregate principal amount not to exceed $25,000,000 at any timetime exceeding a Dollar Equivalent amount of $15,000,000.

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) : obligations under this Agreement and the other Loan Documents; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(c); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; (c) Debt secured by Liens permitted by Section 10.8(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) 300,000; Debt of Subsidiaries owed to the Parent or any other Subsidiary; (e) Hedging Obligations Company; unsecured Debt of the Company or any Subsidiary to Subsidiaries; Subordinated Debt, which Subordinated Debt may be refinanced by the Company, so long as the terms and conditions of such refinancing including, but not limited to, principal amount, interest rate and maturity date, are in form and substance acceptable to Agent and such refinancing is subject to a subordination agreement executed by the refinancing lenders in form and substance acceptable to Agent; Hedging Obligations incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured ; Debt of the Company to Subsidiaries; (g) Subordinated Debt; (h) Debt existing on the date hereof and listed described on Schedule 10.7(h)10.7 and any extension, and refinancings, amendments, restatements, supplements, refundings, renewals renewal or extensions of any such Debt refinancing thereof so long as the principal amount of thereof is not increased; the Debt to be Repaid (so long as such Debt (as so refinanced or otherwise modified) is not increased and repaid on the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable Closing Date with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes initial Loans hereunder); and reasonable accounting, legal and corporate overhead expensesother Debt, in each case as they become due; (j) subject addition to the limitations set forth in Section 10.8(k)Debt listed above, Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt in an aggregate principal amount not to exceed $25,000,000 at any timetime exceeding $100,000.

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement and the other Loan Documents; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(c); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; (c) Debt secured by Liens permitted by Section 10.8(a) and (b) and Debt secured by the Liens permitted by Section 10.8(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt in respect of Section 10.8(d) at any time outstanding shall not exceed $2,000,0005,000,000; (c) Debt of any Subsidiary to the Company or to another Subsidiary to the extent permitted under Section 10.21(b); and provided, further, that the Company will not permit any Subsidiary to cancel any Debt or other claim owing to it, except for reasonable consideration or in the ordinary course of business, and except for the cancellation of Debts or other claims not to exceed $1,000,000 in any Fiscal Year. (d) unsecured Debt of Subsidiaries owed the Company to Subsidiaries, provided that such Debt shall be subordinated to the Parent or any other Subsidiaryindebtedness under this Agreement on terms acceptable to the Agent; (e) the Feline Prides and Subordinated Debt; (f) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated Debt; (h) Debt existing on the date hereof and listed described on Schedule 10.7(h)10.7 and any extension, and refinancings, amendments, restatements, supplements, refundings, renewals renewal or extensions of any such Debt refinancing thereof so long as the principal amount of thereof is not increased; (h) the Debt to be Repaid (so long as such Debt (as so refinanced or otherwise modified) is not increased and repaid on the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to Closing Date with the Company or proceeds of the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market ratesinitial Loans hereunder);; and (i) Debt from the Parent owing other Debt, in addition to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accountinglisted above, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt in an aggregate principal amount not to exceed $25,000,000 at any timetime exceeding $5,000,000.

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: except (a) obligations arising under this Agreement and the other Loan Documents; ; (b) unsecured seller Debt which represents all or part in respect of the purchase price payable in connection with a transaction Liens permitted by pursuant to Section 10.10(c10.7(d); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; (c) Debt secured by Liens permitted by Section 10.8(d)of Subsidiaries to the Company or to other Subsidiaries; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt liabilities in respect of Subsidiaries owed to Hedging Agreements entered into by the Parent Company or any other Subsidiary; ; (e) Hedging Obligations Contingent Liabilities in respect of any obligation of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; permitted under this Agreement; (f) unsecured Debt in respect of taxes, assessments or governmental charges to the Company extent that payment thereof shall not at the time be required to Subsidiaries; be made in accordance with Section 10.4; (g) Subordinated Debt; Debt in respect of judgments or awards not constituting an Event of Default under Section 12.1.8; (h) other Debt existing outstanding on the date hereof and listed on Schedule 10.7(hin Exhibit H or hereafter incurred in connection with Liens permitted by Section 10.7, (i) other Debt at any time outstanding, in addition to Debt permitted by clauses (a) through (h), not exceeding $1,000,000 at any time outstanding, and refinancings, amendments, restatements, supplements, refundings(j) extensions, renewals or extensions and refinancings of any such Debt described in clauses (b), (h) or (i) so long as the principal amount of such Debt (as so refinanced or otherwise modified) thereof is not increased and is on terms, in the terms applicable to such Debt (as so refinanced or otherwise modified) are no aggregate, not materially less favorable to the Company or the applicable such Subsidiary in any material respect than the terms in effect immediately of such Debt prior to such refinancing extension, renewal or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt in an aggregate principal amount not to exceed $25,000,000 at any timerefinancing.

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement and the other Loan Documents; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(c); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; (c) Debt secured by Liens permitted by Section 10.8(a) and (b) and Debt secured by the Liens permitted by Section 10.8(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt in respect of Section 10.8(d) at any time outstanding shall not exceed $2,000,0005,000,000; (c) Debt of any Subsidiary to the Company or to another Subsidiary to the extent permitted under Section 10.21(b); and provided, further, that the Company will not permit any Subsidiary to cancel any Debt or other claim owing to it, except for reasonable consideration or in the ordinary course of business, and except for the cancellation of Debts or other claims not to exceed $1,000,000 in any Fiscal Year. (d) unsecured Debt of Subsidiaries owed the Company to Subsidiaries, provided that such Debt shall be subordinated to the Parent or any other Subsidiaryindebtedness under this Agreement on terms acceptable to the Agent; (e) the Feline Prides and Subordinated Debt; (f) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated Debt; (h) Debt existing on the date hereof and listed described on Schedule 10.7(h)10.7 and any extension, and refinancings, amendments, restatements, supplements, refundings, renewals renewal or extensions of any such Debt refinancing thereof so long as the principal amount of such Debt (as so refinanced or otherwise modified) thereof is not increased and the terms applicable to such Debt increased; (as so refinanced or otherwise modifiedh) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates);intentionally omitted; and (i) Debt from consisting of the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due;Refinancing Bonds; and (j) subject other Debt, in addition to the limitations set forth in Section 10.8(k)Debt listed above, Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt in an aggregate principal amount not to exceed $25,000,000 at any timetime exceeding Three Million Dollars ($3,000,000).

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement in respect of the Loans, the L/C Applications and the other Loan DocumentsLetters of Credit; (b) unsecured seller Debt of the Company which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(c10.11(c); provided that (i) the aggregate outstanding principal amount of all such unsecured Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent5,000,000; (c) Debt secured by Liens permitted by Section 10.8(dsubsection 10.8(c) or (d); , and refinancings of any such Debt so long as the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing, provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt arising under Capital Leases in an aggregate amount not at any time exceeding $1,000,000; (e) Debt of Subsidiaries owed to the Parent or any other Subsidiary; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculationCompany; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated Debt;; and (h) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; Hedging Agreements entered into in the ordinary course of business as bona fide hedging transactions (kincluding any Hedging Agreement entered into pursuant to Section 10.21) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt in an aggregate principal amount and not to exceed $25,000,000 at any timefor speculative purposes.

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: : (a) obligations under this Agreement and the other Loan Documents; ; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(c10.10(d); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; 1,000,000; (c) Debt arising under Capital Leases and Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; ; (d) Debt of Subsidiaries owed to the Parent or any other Subsidiary; ; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; ; (f) unsecured Debt of the Company to Subsidiaries; ; (g) Subordinated Debt; Debt to be Repaid; provided that all such Debt to be Repaid shall be repaid on or before the Effective Date; (h) Subordinated Debt (and Suretyship Liabilities in respect thereof arising under, or as a condition to the closing of, the Note Purchase Agreement); (i) Debt existing on the date hereof and listed on Schedule 10.7(h10.7(i), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions refinancings of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such refinanced Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such refinanced Debt (as so refinanced or modified) may be at the then-prevailing market rates); ; (ij) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; ; and (k) Suretyship Liabilities permitted by Section 10.19; and (l) any other Debt in an aggregate principal amount not to exceed $25,000,000 300,000 at any time.

Limitations on Debt. Not, and not permit any Subsidiary to, createCreate, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement Indebtedness to Bank and the other Loan Documentsany renewals or refinancing of such Indebtedness; (b) unsecured seller any Debt which represents all described in attached Schedule 9.1 and any renewals or part refinancings of such Debt in amounts not exceeding the purchase price payable scheduled amounts (less any required amortization according to the terms thereof) on substantially the same terms as in connection effect on the Closing Date and otherwise in compliance with this Agreement; (c) Guarantee Obligations to the extent permitted under Section 9.3; (d) Subordinated Debt; (e) any Debt assumed pursuant to a transaction permitted by Section 10.10(c); Permitted Acquisition conducted in compliance with this Agreement, provided that (i) such Debt was not entered into, extended or renewed in contemplation of such acquisition and provided further that the aggregate outstanding principal amount of all such Debt shall not exceed $2,000,000 at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agentoutstanding; (cf) any Debt secured by Liens permitted by Section 10.8(dincurred to finance the acquisition of fixed or capital assets (whether pursuant to a loan or a Capitalized Lease); , provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt of Subsidiaries owed to the Parent or 500,000 at any other Subsidiary; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiariesone time outstanding; (g) Subordinated DebtHedging Transactions; (h) Debt existing on the date hereof and listed on Schedule 10.7(h)Intercompany Loans, and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable but only to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates)extent permitted under Section 9.9; (i) Any Debt from the Parent owing to the Company solely to the extent by any foreign Subsidiary provided that the proceeds aggregate amount of all such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due;shall not exceed $500,000 at any one time outstanding; and (j) subject additional unsecured Debt not otherwise described above, provided that at the time of and immediately after giving effect to the limitations set forth in Section 10.8(k)occurrence thereof, Debt arising under Capital Leases; (ki) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt in an the aggregate principal amount outstanding at any one time shall not to exceed $25,000,000 at any time700,000 and (ii) no Default or Event of Default shall have occurred and be continuing.

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement and the other Loan Documents; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(c); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 5,000,000; and (ii) all provided, further, that the amount of such Debt shall have permitted hereunder may, at the request of the Company, be increased by up to $5,000,000 so long as such additional Debt has terms that are reasonably acceptable to the Administrative Agent; (c) Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt of Subsidiaries owed to the Parent or any other Subsidiary; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated Debt; (h) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent (x) to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become duedue or (y) to consummate the Stock Repurchase; (j) other Debt in an aggregate principal amount not to exceed $5,000,000 at any time; (k) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases;; and (kl) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt in an aggregate principal amount not to exceed $25,000,000 at any time.

Limitations on Debt. Not, and not permit any Subsidiary to, createCreate, incur, assume or suffer to exist any Debt, Debt except: (a) obligations under this Agreement and the other Loan DocumentsObligations; (b) unsecured seller Debt which represents all or part of the purchase price payable incurred in connection with a transaction permitted by Section 10.10(c); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; (c) Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt of Subsidiaries owed to the Parent or any other Subsidiary; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated Debt; (h) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt Equipment Loan Financing in an aggregate principal amount not to exceed $25,000,000 20,000,000 at any time.time (or any refinancing, but not any increase in the principal amount, thereof); (c) Debt incurred after the Closing Date consisting of Capital Leases or other purchase money Debt incurred to provide all or a portion of the purchase price (or to finance such purchase price within ninety (90) days of acquisition) or the cost of construction of an asset; provided that (i) such Debt when incurred shall not exceed one hundred percent (100%) of the purchase price or the cost of construction of such asset; (ii) no such Debt shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; and (iii) the total amount of all such Debt shall not exceed $5,000,000 on any date of determination; (d) Debt which may be deemed to exist pursuant to any performance, surety, statutory, appeal or similar obligations obtained in the ordinary course of business; (e) Debt incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent; provided, that any counterparty that is a Lender shall be deemed satisfactory to the Administrative Agent; and

Limitations on Debt. Not, and not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement in respect of the Loans, the L/C Applications and the other Loan DocumentsLetters of Credit; (b) unsecured seller Debt of the Company (other than Contingent Payments) which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(cSECTION 10.11(C); provided PROVIDED that (i) the aggregate outstanding principal amount of all such unsecured Debt (excluding Subordinated Debt) shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent10,000,000; (c) Debt secured by Liens permitted by Section 10.8(dSUBSECTION 10.8(C) or (D); provided , and refinancings of any such Debt so long as the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing, PROVIDED that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,00020,000,000; (d) Debt of Subsidiaries owed to the Parent or any other SubsidiaryCompany; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (gf) Subordinated Debt; (hg) Contingent Payments listed on SCHEDULE 9.6(B) and other Debt existing outstanding on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19SCHEDULE 10.7; and (lh) Contingent Payments, PROVIDED that the aggregate amount of all Contingent Payments (other Debt in an aggregate principal amount than Contingent Payments listed on SCHEDULE 9.6(B))shall not to at any time exceed $25,000,000 at any time10,000,000.

Limitations on Debt. Not, and not permit any Subsidiary to, createCreate, incur, assume or suffer to exist any Debt, Debt except: (a) obligations under this Agreement and the other Loan DocumentsObligations; (b) unsecured seller Debt which represents all or part of the purchase price payable incurred in connection with a transaction permitted by Section 10.10(c); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; (c) Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt of Subsidiaries owed to the Parent or any other Subsidiary; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated Debt; (h) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.19; and (l) other Debt Equipment Loan Financing in an aggregate principal amount not to exceed $25,000,000 20,000,000 at any timetime (or any refinancing, but not any increase in the principal amount, thereof); (c) Debt incurred after the Closing Date consisting of Capital Leases or other purchase money Debt incurred to provide all or a portion of the purchase price (or to finance such purchase price within ninety (90) days of acquisition) or the cost of construction of an asset; provided that (i) such Debt when incurred shall not exceed one hundred percent (100%) of the purchase price or the cost of construction of such asset; (ii) no such Debt shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; and (iii) the total amount of all such Debt shall not exceed $5,000,000 on any date of determination; (d) Debt which may be deemed to exist pursuant to any performance, surety, statutory, appeal or similar obligations obtained in the ordinary course of business; (e) Debt incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent; provided, that any counterparty that is a Lender shall be deemed satisfactory to the Administrative Agent; and (f) Subordinated Debt to FinCo evidencing interco▇▇▇▇▇ loans by FinCo to the Borrower fo▇ ▇▇▇rt-term working capital and other general corporate purposes in an aggregate principal amount not to exceed $20,000,000 (the "Subordinated Working Capital Loan"); provided, that the Subordinated Working Capital Loan shall be subordinated pursuant to an Intercompany Loan Subordination Agreement in form and substance satisfactory to the Administrative Agent.