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 not, not and will not permit any Restricted Subsidiary to, Kinder Xxxxxx X.X. 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 Capital Leases or that constitutes Purchase Money Indebtedness; provided that of the sum of (i) Borrower and Kinder Xxxxxx X.X. 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 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 under capital leases (as required to be reported on the Parent, financial statements of the Borrower or any other Restricted Subsidiary and Kinder Xxxxxx X.X. pursuant to GAAP) not to exceed in the case of other Debt permitted to be incurred under this Section 9.02.the Borrower, $50,000, and in the case of Kinder Xxxxxx X.X., $600,000, outstanding at one 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 Debt of such Senior Notes Debt, the Borrower is in pro forma compliance under Hedging Agreements with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent).Agent or as approved by the Majority Lenders; (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 a Special Purpose Subsidiary which 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 non recourse to the Obligations, then the Borrower or Kinder Xxxxxx X.X. on 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 Debt.Majority Lenders; (g) Debt of Kinder Xxxxxx X.X. arising by operation of law as a result of Kinder Xxxxxx X.X. being the general partner of Xxxxxx Xxxxxx Energy, Xxxxxx Xxxxxx Operating A or Xxxxxx Xxxxxx Operating B; and (h) other Debt so long as (i) not to exceed in the case of the Borrower, $50,000, and in the case of Kinder Xxxxxx X.X., $600,000, in the 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 exceed $25,000,000 in the aggregatetime.

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 XxXxxxxx 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 XxXxxxxx 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 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 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 DebtXxxxxxx Debt Documents, the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable Xxxxxxxx Debt Documents and the Xxxxx 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 not, and will not permit any Restricted Subsidiary to, incur, create, assume Become or suffer to exist remain obligated for any Debt, except: (a) the Loans or Indebtedness and other Obligations arising under the Loan Documents.Debt from time to time outstanding and owing to Bank; (b) Debt under Capital Leases current unsecured trade, utility 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 non-extraordinary accounts payable arising in the aggregate.ordinary course of business; (c) intercompany Subordinated Debt, provided (i) at the time of and upon the issuance of such Subordinated Debt owing by there is and will be immediately after such issuance Continuing Compliance, and (ii) Borrower complies with the Borrower or any Guarantor to provisions of Section 2.8 of the Borrower or any Guarantor.Loan Terms, Conditions and Procedures Addendum; (d) Debt constituting a guaranty purchase money indebtedness incurred for the purpose of purchasing or acquiring fixed assets, so long as the amount of such purchase money indebtedness incurred by Borrower and its Subsidiaries does not exceed $1,000,000 of principal in the Parent, the Borrower or aggregate outstanding at 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 Debt outstanding as of the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is date hereof more particularly described in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent).Schedule 5.4 attached hereto; (f) any of Xxxxxxx Canada’s obligations under the Intercompany Note; (g) Capitalized Lease Obligations not to exceed $1,000,000 in the aggregate outstanding at any time; (h) Debt with respect to the Existing Letters of Credit; (i) Debt that represents an extensionconstitutes a renewal, refinancing, refinancing or renewal extension of any of the Senior Notes DebtDebt referred to in this Section 5.4 (other than clause (h)); provided thatprovided, that (i) no Lien existing at the time of such renewal reflecting an extension shall be extended to cover any property not already subject to such Lien and (ii) the principal amount of such any Debt is renewed, refinanced or extended shall not increased (other than by exceed 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 outstanding immediately prior to be incurred under the preceding clause (e)), (ii) such extensionrenewal, 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.extension; and (gj) other Additional Debt so long as (i) the in an 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 aggregateoutstanding.

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 the Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume Become or suffer to exist remain obligated for any Debt, except: (a) the Loans or Indebtedness and other Obligations arising under the Loan Documents.Debt from time to time outstanding and owing to Bank; (b) Debt under Capital Leases current unsecured trade, utility 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 non-extraordinary accounts payable arising in the aggregate.ordinary course of business; (c) intercompany Subordinated Debt, provided (i) at the time of and upon the issuance of such Subordinated Debt owing by there is and will be immediately after such issuance Continuing Compliance, and (ii) Borrower complies with the Borrower or any Guarantor to provisions of Section 2.8 of the Borrower or any Guarantor.Loan Terms, Conditions and Procedures Addendum; (d) Debt constituting a guaranty purchase money indebtedness incurred for the purpose of purchasing or acquiring fixed assets, so long as the amount of such purchase money indebtedness incurred by Borrower and its Subsidiaries does not exceed $1,000,000 of principal in the Parent, the Borrower or aggregate outstanding at 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 Debt outstanding as of the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower is date hereof more particularly described in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent).Schedule 5.4 attached hereto; (f) any of Sxxxxxx Canada’s obligations under the Intercompany Note; (g) Capitalized Lease Obligations not to exceed $1,000,000 in the aggregate outstanding at any time; (h) Debt with respect to the Existing Letters of Credit; (i) Debt that represents an extensionconstitutes a renewal, refinancing, refinancing or renewal extension of any of the Senior Notes DebtDebt referred to in this Section 5.4 (other than clause (h)); provided thatprovided, that (i) no Lien existing at the time of such renewal reflecting an extension shall be extended to cover any property not already subject to such Lien and (ii) the principal amount of such any Debt is renewed, refinanced or extended shall not increased (other than by exceed 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 outstanding immediately prior to be incurred under the preceding clause (e)), (ii) such extensionrenewal, 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.extension; and (gj) other Additional Debt so long as (i) the in an 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 aggregateoutstanding.

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 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 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 Debt under the Term Loan Agreement and guarantees thereof; (c) Debt 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 (i) Liens securing the sum same attach only to the Equipment acquired by the incurrence of such Debt, and (ii) the aggregate amount of such Debt (including Capital Leases) outstanding does not exceed $10,000,000 at any time; (e) Debt of foreign Subsidiaries from time to time owing to Persons other than the Borrower or its Subsidiaries; provided, that (i) the aggregate principal amount of such Debt for all Debt described in such foreign Subsidiaries under this Section 9.02(bclause (e) does not exceed $10,000,000 at any one time outstanding plus and (ii) the holder of any such Debt shall have no recourse against Borrower or any of its Subsidiaries organized within the United States and (f) Debt evidencing a refunding, renewal, increase or extension of the Debt described in clause (b) above or on Schedule 6.9; provided, that in each case (i) the principal amount thereof is not increased other than in the case of the Debt under the Term Loan Agreement, the aggregate principal amount of all Debt permitted under Section 9.02(g) at any one time outstanding shall which may be increased by an aggregate amount not to exceed $25,000,000 in the aggregate. 75,000,000 so long as (cu) intercompany Debt owing by the Borrower no Default or any Guarantor to the Borrower Event of Default shall have occurred and then be continuing immediately before 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 such increase; (v) after giving pro forma effect to the incurrence of such Senior Notes Debtadditional Debt and the use of the proceeds thereof, the Borrower is in pro forma compliance with Section 9.01 ratio of trailing 12-month EBITDA to Interest Expense would be greater than 2.00:1.00, (calculated in a manner reasonably acceptable w) the maturity date of such additional Debt shall not be prior to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any scheduled maturity date of the Senior Notes Debt; provided thatDebt under the Term Loan Agreement as in effect on the date hereof, (ix) the principal amount amortization payments in respect 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 additional Debt shall be deemed to be incurred no more than ratable with the amortization payments under the preceding clause (e))Term Loan Agreement as in effect on the date hereof, (iiy) such extension, refinancing or renewal does not result in any principal amount owing the interest rate margins in respect of Senior Notes such additional Debt becoming due earlier shall not be increased by more than 50 basis points over those in effect on the date that is 91 days after the Maturity Date, hereof and (iiiz) if the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the all other terms and conditions documentation in respect of the refinancing, renewal, or extension such additional Debt must include subordination terms and conditions that are at least as favorable shall be satisfactory 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 Agent; (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 to the Borrower, the Agent or the Lenders than the original Debt. Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing, Borrower may incur additional unsecured Debt (excluding Guaranties) in an amount not to exceed $20,000,000 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 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 (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 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 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 xxxxx 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 Xxxxx'x 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 Xxxx-Xxxxxxx 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 Shall not create or permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except:including 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) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the sum Endorsement 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 Items for collection in the aggregate.ordinary course of business; (c) intercompany Debt owing by Debts which are payable to suppliers and other trade creditors and were incurred in the Borrower or any Guarantor to the Borrower or any Guarantor.ordinary course of business, on ordinary and customary trade terms; (d) Purchase money 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 understoodwhich, for the avoidance of doubt, shall not include accounts payable) incurred to purchase Equipment; provided that the amount of such Debt shall not at any time (i) exceed the purchase price of the Equipment purchased or (ii) exceed in aggregate principal amount at any time outstanding for Borrower and its Subsidiaries $250,000; (e) Subordinated Debt in an aggregate principal amount at any time outstanding for Borrower and its Subsidiaries not to exceed $250,000; (f) Debt listed in Schedule 7.1, attached hereto and made a part hereof, to the extent such increase Debt exists as of the Closing Date and is not otherwise permitted by this Section 7.1, together with any Debt incurred in any refinancing or renewal thereof (each, a “Refinancing”), so long as the principal amount of such Debt shall be deemed Refinancing is not greater than the existing principal amount of such Debt, the effective, all-in rate of interest rate to be incurred under such Refinancing (including any applicable margin or spread thereto) is no greater than the preceding clause (e))effective, (ii) all-in rate of interest applicable to such extensionDebt, refinancing or renewal the principal amount of such 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 180 days after the Maturity date specified in clause (a) of the definition of “Revolving Loan 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 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 Borrower or another Subsidiary; (h) Any Debt incurred under any Hedge Agreements entered into in the ordinary course of business and not for speculative purposes with a counterparty reasonably acceptable to Lender; (i) Permitted Seller Debt; or (j) Any Debt secured by a Lien of the aggregate type described in Subsection 7.2(i) or (j), the principal amount of all Debt described in this Section 9.02(g) at any one time outstanding plus (ii) which, together with the aggregate principal amount of all Debt permitted under pursuant to Section 9.02(b) at any one time outstanding does 7.1(d), shall not exceed $25,000,000 in the aggregate250,000.

Debt. The Parent and the Borrower will not, and will not permit any Restricted ---- Subsidiary to, create, incur, createassume, assume or permit or suffer to exist exist, any Debt, exceptDebt other than the following: (ai) Debt arising under this Agreement and the Loans or other Obligations Loan Documents; (ii) Debt arising under the Loan Documents.Existing Note Purchase Agreements; (biii) Debt arising under the Existing Reimbursement Agreements; (iv) Debt arising under the other Transaction Documents (as defined in the Omnibus Agreement); (v) other Debt existing on the Fifth Amendment Date and described on Schedule 6.1.(g); (vi) Debt extending the maturity of, or refunding, refinancing or replacing, in whole or in part, any Debt described in the immediately preceding clauses (i) through (v) above on terms no more restrictive in the aggregate (as reasonably determined by the Requisite Lenders) to the Borrower or such Restricted Subsidiary, as applicable, than the terms of the Debt so extended, refunded, refinanced or replaced, and in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing, replacement or extension; (vii) Debt owing to the Borrower or to another Restricted Subsidiary that is a Guarantor; (viii) Debt in respect of Capital Leases or that constitutes and Debt secured by Purchase Money IndebtednessLiens permitted under Section 9.2.(a)(vii); provided that the sum of (i) the aggregate outstanding 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 $35,000,000 at any time; and (ix) Debt that is unsecured Debt and that is not otherwise permitted under any of the preceding clauses (i) through (ix) in an aggregate amount not to exceed $25,000,000 in the aggregateat any time outstanding.

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 Moodx'x; (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. 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 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 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 or Xxxxxx 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 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 shall 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 $60,000,000 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, exclusive of Debt under the Bond Issuances (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 Indentures in an aggregate principal amount not to exceed $400,000,000 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 $10,000,000 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 $20,000,000 at any one time outstanding plus time, (ii) the aggregate no principal amount of all such Debt permitted under 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, 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 or any other Acquisition consented to in accordance with Section 9.02(b9.3; and (o) Other unsecured Debt of the Borrower and its Restricted Subsidiaries in an aggregate amount not to exceed $10,000,000 at any one time outstanding does not exceed $25,000,000 in the aggregatetime.

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 arising under Indebtedness or any guaranty of or suretyship arrangement for the Loan Documents.Notes or other Indebtedness; (b) Debt of the Borrower existing on and not repaid on the Closing Date which is disclosed in Schedule 9.01, and any renewals or extensions (but not increases) thereof; (c) accounts payable (for the deferred purchase price of 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 Capital Leases GAAP shall have been established therefor; (d) Debt of the Borrower under capital leases (as required to be reported on the financial statements of the Parent Company pursuant to GAAP) not to exceed $2,500,000; (e) Debt of the Borrower under Hedging Agreements either with investment grade counterparties or that constitutes Purchase Money Indebtednessas disclosed in Section 7.20; provided that Hedging Agreement relating to commodity prices shall not cover more than 80% of the sum Borrower's applicable production estimates from its Oil and Gas Properties for the longer of (i) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus next 24 month period or (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 term 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).Hedging Agreements; (f) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties; (g) the Subordinated Debt or any guaranty of or suretyship arrangement for the Subordinated Debt; (h) intercompany Debt to the extent permitted by Section 9.03; and (i) other Debt not otherwise permitted under this Section 9.01 in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; provided that represents an extension(i) no Default or Event of Default has occurred at the moment such Debt is incurred or would result from the incurrence of such Debt, refinancing, (ii) the amount of such Debt would not result in the Parent Company being obligated to purchase or renewal of offer to purchase all or 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 Section 10.21 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 DebtIndenture. (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 (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 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) Real Estate Debt, together with any Debt of the Xxxxxxx Xxxxx Xxxxxxxxxx xxx xxx Xxxxxxx Xxxxx Xxxxx XX Subsidiary (including Centene Plaza Phase II Debt), the aggregate amount of which at any one time outstanding when taken together with any Investments made pursuant to Section 11.9(a)(iv) does not exceed an amount equal to 90% of the amount of the fair market value of the property securing such Real Estate Debt; (c) Debt which is unsecured; provided that (i) after giving effect thereto on a pro forma basis, the Company and the other Loan Parties shall be in compliance with a Total Debt to EBITDA Ratio not greater than the applicable ratio set forth in Section 11.12.2 for the most recently ended Computation Period as of the last day of such Computation Period, (ii) no Unmatured Event of Default or Event of Default shall have occurred and be continuing on the date of incurrence of such Debt or could reasonably be expected to occur as a result thereof, (iii) the documents governing such Debt do not contain covenants (including quantitative covenants and financial covenants) which are, taken as a whole, more restrictive than the covenants contained in this Agreement, (iv) the final maturity of such Debt shall be no earlier than ninety days after the Latest Maturity Date and (v) the weighted average life to maturity of such Debt shall not be shorter than the weighted average life to maturity of any Loans or Commitments outstanding as of the time of the issuance thereof; (d) Subordinated Debt which is unsecured; provided that (i) after giving effect thereto on a pro forma basis, the Company and the other Loan Parties shall be in compliance with a Total Debt to EBITDA Ratio not greater than the applicable ratio set forth in Section 11.12.2 for the most recently ended Computation Period as of the last day of the most recently ended Computation Period, (ii) no Unmatured Event of Default or Event of Default shall have occurred and be continuing on the date of incurrence of such Debt or could reasonably be expected to occur as a result thereof, (iii) the documents governing such Subordinated Debt shall not contain covenants (including quantitative covenants and financial covenants) which are more restrictive, taken as a whole, than the covenants contained in this Agreement, (iv) the final maturity of such Subordinated Debt shall be no earlier than ninety days after the Latest Maturity Date and (v) the weighted average life to maturity of such Subordinated Debt shall not be shorter than the weighted average life to maturity of any Loans or Commitments outstanding as of the time of the issuance thereof; (e) Hedging Obligations incurred for bona fide hedging purposes and not for speculation and Debt incurred in the ordinary course of business in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (i) the 2017 Senior Notes and the 2022 Senior Notes outstanding on the Effective Date, (ii) the New Senior Notes, the Bridge Loans and the Existing HN Notes; provided that the aggregate principal amount at any one time outstanding under this clause (ii) shall not exceed $2,670,000,000 in the aggregate, and (iii) Debt described on Schedule 11.1; (g) Debt under Capital Leases for capital assets or that constitutes Purchase Money Indebtedness; provided that purchase money Debt whose aggregate cost if purchased would not exceed 1.50% of Consolidated Total Assets at the sum time of incurrence; (h) Indirect Obligations of the Company which do not exceed $100,000,000 in the aggregate at any time outstanding; (i) Indirect Obligations arising with respect to customary indemnification obligations in favor of sellers, adjustment of purchase price or similar obligations or from guaranties or letters of credit, surety bonds, performance bonds or similar obligations securing the performance of the Company or any Loan Party pursuant to such agreements, in each case in connection with Acquisitions permitted under Section 11.4 and purchasers in connection with dispositions permitted under Section 11.4; (j) Indirect Obligations arising with respect to guaranties (which may include payment obligations) provided by a Loan Party on behalf of another Loan Party in the ordinary course of business; (k) (i) Debt of any Loan Party to the Company which results from an Investment made by the Company in such Loan Party pursuant to, and permitted by, Section 11.9(b) and (ii) Debt of any Loan Party to another Loan Party which results from an Investment made by such Loan Party in such other Loan Party pursuant to, and permitted by Section 11.9(a)(i); (l) Debt in respect of Outside Letters of Credit in an aggregate principal amount not to exceed $300,000,000; (m) Debt of all Debt described the Company or any other Loan Party (excluding Indirect Obligations) in this Section 9.02(b) an aggregate amount at any one time outstanding plus (ii) the aggregate principal amount not to exceed 1.50% 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, Consolidated Total Assets at the time of incurrence; (n) assumed Debt of any such Senior Notes are issued, Person that becomes a Loan Party 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 11.12.2 for the most recently ended Computation Period as of the last day of the most recently ended Computation Period, (calculated ii) such Debt exists at the time such Person becomes a Loan Party and is not created in contemplation or in connection with such Person becoming a manner reasonably acceptable Loan Party, (iii) neither the Company nor any Loan Party that was not an obligor with respect to such Debt prior to such Person becoming a Loan Party shall become an obligor for such Debt; and (iv) such Debt shall not be secured by a Lien on any property of the Administrative Agent).Company or any Loan Party that did not secure such Debt prior to such Person becoming a Loan Party; (fo) Debt that represents an extensionof any Loan Party (other than any letter of credit) (i) pursuant to tenders, refinancingstatutory obligations, bids, leases, governmental contracts, trade contracts, surety, stay, customs, appeal, performance or renewal return of money bonds or other similar obligations incurred in the ordinary course of business and (ii) in respect of surety bonds, performance bonds or similar instruments to support any of the Senior Notes foregoing items; (p) Debt of any Loan Party (other than any letter of credit, but including obligations in respect of bank guaranties, surety bonds, performance bonds or similar instruments with respect to such Debt) incurred by such Loan Party in respect of workers compensation claims, unemployment insurance (including premiums related thereto), other types of social security, pension obligations, vacation pay, health, disability or other employee benefits; (q) Debt representing the deferred purchase price of property (including intellectual property) or services, including earn-out obligations, purchase price adjustments, escrow arrangements or other arrangements representing deferred payments incurred in connection with any Acquisition permitted or consented to hereunder; and (r) provided that no Unmatured Event of Default or Event of Default shall have occurred and is continuing or would result therefrom, the incurrence or issuance by the Company or any other Loan Party of Debt which serves to extend, replace, refund, renew, defease or refinance any Debt incurred as permitted under clauses (f), (g), (m) and (n) of this Section 11.1 or any Debt issued to so extend, replace, refund, renew, defease or refinance such Debt (“Refinancing Debt”); provided, however, that, (i) the final maturity date of such Refinancing Debt shall be no earlier than ninety days after the Latest Maturity Date, (ii) the weighted average life to maturity of such Refinancing Debt shall not be shorter than the weighted average life to maturity of the Debt being extended, replaced, refunded, renewed, defeased or refinanced, (iii) to the extent such Refinancing Debt extends, replaces, refunds, renews, defeases or refinances Debt subordinated or pari passu to the Obligations, such Refinancing Debt is subordinated or pari passu to the Obligations at least to the same extent (as determined in good faith by the board of directors of the Company) as the Debt being extended, replaced, refunded, renewed, defeased or refinanced and (iv) such Refinancing Debt shall be in an amount not greater than the amount of the Debt being extended, replaced, refunded, renewed, defeased or refinanced plus an additional amount incurred to pay reasonable premiums (including tender premiums) outstanding and unpaid interest and reasonable fees and expenses incurred in connection therewith; provided, further, however, that to the extent that any Debt incurred under clauses (g) or (m) is refinanced pursuant to this clause (r), then the aggregate outstanding principal amount of such 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 Refinancing Debt shall be deemed to be incurred utilize the related basket under the preceding applicable clause on a dollar-for-dollar basis (e)), (ii) such extension, refinancing it being understood that an Unmatured Event of Default or renewal does Event of Default shall be deemed 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 have occurred solely to the Obligations, then extent that the terms incurrence of such Refinancing Debt would cause the permitted amount under such Section to be exceeded 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 Debtsuch excess shall be permitted hereunder). (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, incurIncur, create, assume or assume, guarantee, suffer to exist or otherwise become liable on or with respect to, directly or indirectly, any Debt, exceptother than: (a) any Debt owing to Purchaser or an Affiliate of Purchaser, including, without limitation, the Loans or other Obligations arising under the Loan Documents.Senior Debt described in Section 1 of SCHEDULE 8.6; (b) Debt under Capital Leases outstanding on the Closing Date (other than the Senior Debt) and listed on SCHEDULE 8.6 hereof; (c) endorsements of negotiable or similar instruments for collection or deposit in the ordinary course of business; (d) trade payables, current liabilities or similar obligations (other than for borrowed money or purchase money obligations) from time to time incurred in the ordinary course of business; (e) taxes, assessments, or other governmental charges that constitutes Purchase Money Indebtednessare not assessed or are being contested in good faith by appropriate action promptly initiated and diligently conducted and for which Company shall have made adequate reserves for in accordance with generally accepted accounting principles; (f) Senior Debt; provided PROVIDED, HOWEVER, that in no event shall the principal amount of the Senior Debt exceed the sum of (i) $19,557,233.32 reduced by the amounts of any repayments and commitment reductions under the Senior Credit Agreement (after the date hereof) to the extent that such payments and reductions may not be reborrowed, plus (ii) $2,000,000; (g) additional Subordinated Debt incurred by the Company after the Closing Date in an amount not to exceed $5,000,000; PROVIDED THAT such Subordinated Debt is on terms and conditions equal to, or more favorable to the Company as the Notes; PROVIDED FURTHER THAT after giving effect to the creation, incurrence or assumption of such Subordinated Debt, the Company is in compliance with the covenants set forth in SECTION 8.12 hereof, calculated on a PRO FORMA basis as of the last day of the most recent fiscal quarter for which a compliance certificate is required to be furnished to the Purchaser pursuant to SECTION 6.10(C) hereof, calculated as if such Indebtedness has been created, incurred or assumed on the first day of such period; (h) purchase money Debt incurred by the Company in the ordinary course of business, provided that, after incurring such Debt, 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 $25,000,000 750,000 and no Default or Event of Default shall occur hereunder; (i) Capital Lease Obligations to the extent the underlying Capital Lease is permitted pursuant to the terms of the Senior Credit Agreement; (j) Debt not included in paragraphs (a) through (h) above which by its terms is unsecured and does not exceed at any time, 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 sum of other Debt permitted to be incurred under this Section 9.02$750,000. (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). (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 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 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 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 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 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 will It shall not, and will shall not permit any Restricted Subsidiary of its Subsidiaries to, incur, create, assume or suffer to exist any Debt, except, without duplication: (aA) the Loans Obligations; (B) Debt of the Parent and its Subsidiaries existing on the Closing Date that is described on Schedule 7.2 and any Permitted Refinancing Debt in respect thereof; (C) accounts payable and accrued expenses, liabilities or other Obligations arising under obligations to pay the Loan Documents.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; (bD) Debt under Capital Leases not to exceed $2,000,000; (E) Debt associated with bonds or that constitutes Purchase Money Indebtednesssurety obligations required by Applicable Law in connection with the operation of the Oil and Gas Properties; (F) intercompany Debt between the Parent and its Subsidiaries to the extent permitted by Section 7.5(G); provided that the sum of (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the aggregate principal amount Parent or one of all Debt described in this Section 9.02(b) at any one time outstanding plus the other Loan Parties and (ii) any such Debt owed by a Loan Party is subordinated to the aggregate principal amount Obligations; (G) endorsements of all negotiable instruments for collection in the ordinary course of business; (H) Debt incurred to finance premiums for insurance policies required under Section 5.12; (I) (i) Parent Notes and guarantees thereof by any Guarantor and (ii) Debt that constitutes Permitted Refinancing Debt of such Parent Notes permitted under Section 9.02(gthe Intercreditor Agreement and any guarantees thereof, in each case, so long as (a) at any one time outstanding shall not exceed $25,000,000 in the aggregate. (c) intercompany Debt owing by the Borrower no Default or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary Event of other Debt permitted to be incurred under this Section 9.02. (e) Senior Notes and related Senior Notes Debt; provided that, Default exists at the time any such Senior Notes are issuedof, after giving effect to or results from, the incurrence of any such Senior Notes Debt, Debt and (b) the Borrower is in pro forma compliance with Section 9.01 (calculated in a manner reasonably acceptable to 7.1 at the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal time of any of the Senior Notes Debt; provided that, (i) the principal amount incurrence of such Debt is not increased (other than by and after giving effect to 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 incurrence 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.; and (gJ) other Debt so long as (i) not to exceed $2,000,000 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 to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans Indebtedness arising under the Loan Documents or other Obligations any guaranty of or suretyship arrangement for the Indebtedness arising under the Loan Documents. (b) Debt under Capital Leases of the Borrower and the Restricted Subsidiaries existing on the date hereof that is reflected in the Financial Statements or on Schedule 9.02 and any refinancings, refundings, replacements, renewals and extensions thereof that constitutes Purchase Money Indebtedness; provided that do not increase the sum of (i) the aggregate then outstanding principal amount of all Debt described in this Section 9.02(b) at thereof (other than any one time outstanding plus (ii) increase not exceeding 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 aggregatefees, premium, if any, and financing costs relating to such refinancing). (c) intercompany Debt owing accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than 90 days past the date of invoice or which are being contested in good faith by the Borrower or any Guarantor to the Borrower or any Guarantorappropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt constituting a guaranty by under Capital Leases or Purchase Money Debt not to exceed $25,000,000 in the Parent, the Borrower or aggregate at any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02time outstanding. (e) Senior Notes Debt associated with worker’s compensation claims, performance, bid, appeal, surety or similar bonds or surety obligations required by Law or third parties in connection with the operation of Oil and related Senior Notes DebtGas Properties and otherwise in the ordinary course of business. (f) intercompany Debt between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 9.05(g); provided thatthat such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries except pursuant to the Loan Documents, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (g) Debt resulting from the endorsement of negotiable instruments in the ordinary course of business or arising from the honoring of a check, draft or similar instrument presented by the Borrower or any Restricted Subsidiary in the ordinary course of business against insufficient funds. (h) Debt in respect of unsecured notes, provided that (i) 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 (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) such Debt does not have any scheduled amortization of principal or a maturity date prior to 120 days after the Maturity Date, (iii) such Debt does not contain mandatory redemption events that require the redemption of such Debt prior to 120 days after the Maturity Date, (iv) such Debt does not prohibit prior repayment of Loans, (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 (vi) the terms of such Debt are the result of arm’s-length negotiations. (i) Debt (other than Debt for borrowed money) arising from judgments or orders in circumstances not constituting an Event of Default. (j) Debt of any Person at the time such Person becomes a Restricted Subsidiary of the Borrower or any Restricted Subsidiary, or is merged or consolidated with or into the Borrower or any Restricted Subsidiary, in a transaction permitted by this Agreement, and extensions, renewals, refinancings, refundings and replacements of any such Debt that do not increase the outstanding principal amount thereof (other than any increase not exceeding the amount of any fees, premium, if any, and financing costs relating to such refinancing), provided that (i) such Debt (other than any such extension, renewal, refinancing, refunding or replacement) exists at the time such Person becomes a Restricted Subsidiary and is not created in contemplation of such event, (ii) neither the Borrower nor any of the Restricted Subsidiaries shall be liable for such Debt, (iii) the Borrower is in pro forma compliance Pro Forma Compliance with the covenants contained in Section 9.01 9.01, (calculated iv) the principal amount of such Debt that is secured does not exceed $25,000,000 in the aggregate at any time outstanding, and (v) any such Debt that is unsecured has a manner reasonably acceptable to maturity date not sooner than 120 days after the Administrative Agent)Maturity Date. (fk) Debt that secured by Liens on Property other than Oil and Gas Properties not to exceed $20,000,000 in the aggregate at any time outstanding. (l) Debt incurred by the entering into of any guarantee of, or into another contingent obligation with respect to, other Debt or other liability of any other Person (other than another Loan Party) to the extent such Debt is permitted under Section 9.05. (m) Debt which represents an extension, refinancing, or renewal of any of the Senior Notes DebtNotes; 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 a shortening of the average weighted maturity of the Debt so extended, refinanced or renewed and such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt becoming due earlier than the date that is 91 120 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 ObligationsIndebtedness, 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. (gn) other unsecured Debt so long as incurred after the date of this Agreement not to exceed $50,000,000 in the aggregate at any time outstanding. (o) unsecured Debt owing by the Borrower to the Parent which shall not exceed $50,000,000 outstanding at any time; provided that (i) the aggregate principal amount of all any such Debt described in this Section 9.02(g) at any one time outstanding plus shall be on terms and conditions customary for subordinated unsecured intercompany debt and (ii) concurrently with the aggregate principal amount incurrence of all any such Debt, the Parent shall have executed and delivered to the Administrative Agent a debt subordination agreement subordinating repayment of such Debt permitted under Section 9.02(b) at any one time outstanding does not exceed $25,000,000 to the Indebtedness, in form and substance satisfactory to the aggregateAdministrative Agent.

Debt. The Parent and the Borrower will shall not, and will shall not permit the Parent, any of the other Restricted Subsidiary Subsidiaries or any of the FaciliCom Unrestricted 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) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the sum of Subordinated Notes and other Debt in existence on the date hereof as shown on Schedule 5.08 hereto, and renewals, extensions (ibut not increases) 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. and refinancings thereof on terms substantially similar thereto and on terms no more restrictive, (c) intercompany Debt owing by trade payables incurred and paid in the Borrower or any Guarantor to the Borrower or any Guarantor. ordinary course of business, (d) Debt constituting a guaranty by the Parent, between the Borrower or any other and its Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02. Subsidiaries, and (e) Senior Notes and related Senior Notes Debt; provided that, so long as there exists no Default or Event of Default in existence at the time any such Senior Notes are issued, after giving effect to the incurrence of such Senior Notes Debt, the Borrower incurred and none 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 thatcaused thereby, (i) the principal amount of such $100,000,000 in 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 constituting Capital Leases outstanding in the principal amount of such Debt shall be deemed to be incurred under the preceding clause (e))aggregate at any one time, (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect unsecured subordinated Debt 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 Borrower on 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 each Lender, subordinated to the refinanced, renewed, or extended Debt. (g) other Debt so long as (i) Facility pursuant to the aggregate principal amount subordination language set forth on Schedule 7.02 hereto and not in excess of all Debt described in this Section 9.02(g) $25,000,000 at any one time outstanding, (iii) with respect to the Borrower Debt of the Borrower under Interest Hedge Agreements, (iv) Debt For Borrowed Money not in excess of $5,000,000 secured by a Lien on the Provo, Utah property, (v) no more than $25,000,000 in recourse third- party financing and factoring arrangements outstanding 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 time, (vi) accrued but unpaid Earn-Out Liabilities, (vii) Debt under the FaciliCom Notes and (viii) Debt under the Exchange Indenture issued in exchange for the aggregateFaciliCom Notes pursuant to an offer to exchange on terms and conditions acceptable to Administrative Agent.

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 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 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 None of the Parent, the Borrower or any of their 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) Debt under Capital Leases or of the Borrower and the Subsidiaries 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 accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services, from time to time incurred in the ordinary course of business which are not greater than sixty (60) days past the date of invoice or delinquent or which are being contested in good faith by the Borrower or any Guarantor to the Borrower or any Guarantorappropriate action and for which adequate reserves have been maintained in accordance with GAAP. (d) Debt constituting a guaranty under Capital Leases not to exceed $2,500,000. (e) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties. (f) intercompany Debt between the Parent, 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 the Parent, the Borrower or any other Restricted Subsidiary one of other Debt permitted to be incurred under this Section 9.02. its Wholly-Owned Subsidiaries, (e2) 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 DebtDebt owed by Parent, the Borrower is in pro forma compliance with Section 9.01 (calculated in or a manner reasonably acceptable Guarantor shall be subordinated 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 Indebtedness on terms set forth in the principal amount of Guaranty Agreement and (3) any such Debt shall be deemed not have any scheduled amortization prior to be incurred under the preceding clause (e))September 30, (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 Debt2014. (g) endorsements of negotiable instruments for collection in the ordinary course of business. (h) other Debt so long as (i) not to exceed $2,500,000 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 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 refinancedXxxxxx Communication Division, reneweda division of Xxxxxx 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 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 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.

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 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 the Borrower SOURCECORP will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, incur, create, assume or suffer permit to exist any Debt, except: (a) Debt of SOURCECORP and its Subsidiaries to the Loans or other Obligations arising under Lenders pursuant to the Loan Documents.; (b) Debt existing on the Closing Date and described on Schedule 7.10 hereto and renewals, replacements, and extensions of such Debt which do not increase the outstanding principal amount of such Debt and the terms and conditions of which are not materially more onerous, in light of then existing credit market conditions, than the terms and conditions of such Debt on the Closing Date; (c) purchase money Debt (including, without limitation, Capital Lease Obligations) secured by purchase money Liens, which Debt and Liens are permitted under and meet all of the requirements of clause (g) of the definition of “Permitted Liens” contained in Section 1.1; provided, however, that (i) the aggregate outstanding principal amount of purchase money Debt (including, without limitation, Capital Leases Lease Obligations) permitted by this Section 9.1(c) plus (ii) the aggregate, unamortized sales price paid to SOURCECORP and/or its Subsidiaries with respect to sales of Property in connection with Sale and Leaseback Transactions shall not at any time exceed $10,000,000; (d) Subordinated Debt; provided, however, that (i) the aggregate outstanding principal amount of Seller Subordinated Debt shall not at any time exceed $10,000,000, (ii) the aggregate principal amount of Other Subordinated Debt shall not at any time exceed $10,000,000, (iii) any Subordinated Debt shall be unsecured and shall not mature until after the Maturity Date, and (iv) no Subordinated Debt may be created or incurred during the continuance of any Event of Default or if a Default or Event of Default would result from the creation or incurrence of such Debt; (e) private placement Debt having terms and conditions reasonably satisfactory to the Administrative Agent (“Private Placement Debt”); provided, however, that constitutes Purchase Money Indebtedness; provided that the sum of (i) the aggregate principal amount of all Private Placement Debt described in this Section 9.02(b) shall not 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))100,000,000, (ii) such extension, refinancing any Private Placement Debt created or renewal does incurred shall be unsecured and shall not result in any principal amount owing in respect of Senior Notes Debt becoming due mature earlier than the date that is 91 days twelve months 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, Private Placement Debt are not more onerous or extension Debt must include subordination restrictive on SOURCECORP or its Subsidiaries than the terms and conditions that are at least as favorable of this Agreement, (iv) the Administrative Agent shall have received not less than five Business Days’ prior written notice of the closing of such private placement, which notice shall set forth in reasonable detail satisfactory to the Administrative Agent the amount of such Private Placement Debt, the interest rate, the schedule of repayments and maturity date with respect thereto and such other information as the Lenders as those that were applicable Administrative Agent may reasonably request with respect thereto, (v) the Administrative Agent shall have received true, correct and complete copies of all agreements, documents, and instruments evidencing or otherwise related to such Private Placement Debt promptly after their execution and delivery, and (vi) no Private Placement Debt may be created or incurred during the continuance of any Event of Default or if a Default or Event of Default would result from the creation or incurrence of such Debt; (f) Intercompany Debt between or among SOURCECORP and any of its Wholly-Owned Subsidiaries incurred in the ordinary course of business, subject to the refinanced, renewed, requirement that any and all of the Debt permitted pursuant to this Section 9.1(f) shall be unsecured and shall be subordinated to the Obligations pursuant to the Master Guaranty or extended otherwise (the foregoing being referred to as “Intercompany Debt. (g) other Debt so long as ”); provided that the aggregate sum of (i) the aggregate outstanding principal amount of all Debt described in this Section 9.02(g) at any one time outstanding the loans, advances and other extensions of credit made to Foreign Subsidiaries by SOURCECORP and its Domestic Subsidiaries plus (ii) the aggregate principal Investments by SOURCECORP in any Foreign Subsidiary (collectively, the “Foreign Debt and Investment”) shall not at any time exceed an amount equal to the product of the book value of the total assets of SOURCECORP and its Subsidiaries, on a consolidated basis in accordance with GAAP, multiplied by 5% (such product herein the “Maximum Foreign Amount”); and (g) Obligations under Interest Rate Protection Agreements and Currency Hedge Agreements, provided that each counterparty shall be Bank of America, another Lender or another counterparty rated in one of the three highest rating categories of Standard and Poors Corporation or Xxxxx’x Investors Service, Inc., and provided that the maximum amount for which interest may be fixed or capped under all such Interest Rate Protection Agreements may not exceed one hundred percent (100%) of the Debt of SOURCECORP and its Subsidiaries, and provided further, however, that the maximum amount of all Debt permitted currency for which risk may be hedged under Section 9.02(b) at any one time outstanding does a Currency Hedge Agreement may not exceed $25,000,000 one hundred percent (100%) of the foreign currency at risk in the aggregatetransactions in which SOURCECORP and its Subsidiaries are engaged.

Debt. The Parent and the Borrower will not, and Lessee will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any DebtDebt or obligation under any Guarantee (or permit any Subsidiary to do so), 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 except for: (i) Debt for Borrowed Money existing on the aggregate principal amount date of all Debt described in this Section 9.02(b) at any one time outstanding plus Agreement and disclosed on Schedule 5.20; (ii) Debt and Guarantees incurred pursuant to this Agreement or the aggregate principal amount of all Debt permitted under Section 9.02(gother Loan Documents; (iii) at any one time outstanding shall not exceed $25,000,000 trade payables and contractual obligations to suppliers and customers incurred in the aggregate. ordinary course of business; (civ) intercompany accrued pension fund and other employee benefit plan obligations and liabilities (provided, however, that such Debt owing by does not result in the Borrower existence of any Event of Default or Default under any Guarantor other provision of this Agreement); (v) deferred taxes; (vi) Debt resulting from endorsements of negotiable instruments received in the ordinary course of its business; (vii) Debt arising under or in connection with any Wachovia Cash Management Service Contract; (viii) Capitalized Lease Obligations, to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the Parent, the Borrower or any other Restricted Subsidiary of other Debt extent otherwise then permitted to be incurred under this Section 9.02. 5.19(b), and Purchase Money Debt, so long as the aggregate amount of Capitalized Lease Obligations and Purchase Money Debt does not exceed, at any one time, fifteen percent (e15%) Senior Notes and related Senior Notes of Tangible Net Worth; (ix) the Subordinated Debt; provided that(x) the Senior Notes; (xi) the Morgan Obligations; xxx (xii) the SPV Master Lease Guaranty. Without limitation of the foregoing, at the time any such Senior Notes are issued, after giving effect subsequent to the incurrence of such Senior Notes DebtSeventh Amendment Date, neither 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 Lessee nor any of the Senior Notes Debt; provided thatits Subsidiaries shall enter into, assume or incur liability under, (i) any Interest Swap Contract, except the principal amount of such Debt is not increased (other than by the costsMorgan Swap Contracx, 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 xx (iii) if any Cash Management Service Contract, except the Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment Wachovia Cash Management Service Contract. 17. Amendment to the Obligations, then the terms and conditions Existing Section 5.21. Section 5.21 of the refinancing, renewal, or extension Debt must include subordination terms Participation Agreement (Dividends and conditions that are at least as favorable to Distributions) is hereby amended by deleting Section 5.21 in its entirety and substituting in its place 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 following revised 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.5.21:

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 notNot, and will not permit any Restricted Subsidiary other Loan Party to, create, 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. Agreement and the other Loan Documents (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 understoodincluding, for the avoidance of doubt, the Term Loans); (b) Real Estate Debt, together with any Debt of any Centene Plaza Subsidiary (including Centene Plaza Debt) and any Debt of any Centene Campus Subsidiary (including Centene Campus Debt), the aggregate amount of which at any one time outstanding when taken together with any Investments made pursuant to Section 11.9(a)(iv) does not exceed an amount equal to 90% of the amount of the fair market value of the property securing such Real Estate Debt; (c) Debt which is unsecured; provided that (i) after giving effect thereto on a pro forma basis (including the use of proceeds thereof), the Company and the other Loan Parties shall be in compliance with a Net Debt to EBITDA Ratio not greater than the applicable ratio set forth in Section 11.11.2 (giving effect, if applicable, to the provisos thereto) as of the last day of the most recently ended Computation Period, (ii) no Unmatured Event of Default or Event of Default shall have occurred and be continuing on the date of incurrence of such Debt or could reasonably be expected to occur as a result thereof, (iii) the documents governing such Debt do not contain covenants (including quantitative covenants and financial covenants) which are, taken as a whole, more restrictive in any such increase material respect than the covenants contained in this Agreement (other than covenants or other provisions (i) applicable only to periods after the principal amount Latest Maturity Date or (ii) made applicable to this Agreement), (iv) the final maturity of such Debt shall be deemed no earlier than ninety days after the Latest Maturity Date and (v) the weighted average life to maturity of such Debt shall not be incurred under shorter than the preceding clause weighted average life to maturity of any Loans or Commitments outstanding as of the time of the issuance thereof; provided that clauses (e)iii), (iiiv) 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 (iiiv) shall not apply to any bridge facility on customary terms if the Senior Notes Debt long-term indebtedness that such bridge facility 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 Debtbe converted into satisfies such clauses. (gd) 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.[reserved];

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) 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 11.1 and any refinancing, refundings, renewals or that constitutes Purchase Money Indebtednessextensions thereof; provided that the sum 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; (c) Guarantees of the Company or any Guarantor in respect of Debt otherwise permitted hereunder of the Company or any other Guarantor; (d) Hedging Obligations incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt in respect of Capital Leases and purchase money obligations for fixed or capital assets within the limitations set forth in Section 11.2(j); provided that (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. 10,000,000 and (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 such Senior Notes are issued, after giving effect to the of 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).no Event of Default or Unmatured Event of Default exists or would result therefrom; (f) Debt that represents an extension, refinancing, or renewal of any of under 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.Notes; (g) other unsecured Debt; (h) Debt so long as secured by Liens permitted under Section 11.2(k); (i) Debt arising in connection with the Sale-Leaseback Transaction; and (j) other Debt of the Company and its Subsidiaries in an aggregate principal amount of all Debt described in this Section 9.02(g) not to exceed $10,000,000 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 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 existing on the Closing Date which is disclosed in Schedule 9.01, and any renewals or that constitutes Purchase Money Indebtedness; provided that the sum of extensions (ibut not increases) 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.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 under capital leases (as required to be reported on the Parent, financial statements of the Borrower or any other Restricted Subsidiary of other Debt permitted pursuant to be incurred under this Section 9.02GAAP) not to exceed $100,000. (e) Senior Notes Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil 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).Gas Properties; (f) Debt that represents an extension, refinancing, or renewal of any of the The Senior Notes Unsecured 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) Debt of the Borrower under Hedging Agreements with the Administrative Agent or other counterparties, as approved by the Majority Lenders (such approval not to be unreasonably withheld), entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the Borrower's operations; provided, however, such Hedging Agreement shall not obligate the Borrower to any margin call requirements; and (h) Debt so long as consisting of sureties or bonds provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of the Borrower or ATP (iUK) the aggregate principal amount with respect to plugging, facility removal and abandonment 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 aggregateits Oil and Gas Properties.

Debt. The Parent Incur, contract for, assume, or permit to remain outstanding, indebtedness for borrowed money, installment obligations, or obligations under capital leases or operating leases, other than (1) unsecured trade debt incurred in the ordinary course of business, (2) indebtedness owing to the Bank, (3) indebtedness reflected in its latest financial statement furnished to the Bank prior to execution of this Agreement and the Borrower will not, and will that is not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Loans or other Obligations arising be paid with proceeds of borrowings under the Loan Documents. Credit Facilities, (b4) Debt indebtedness outstanding as of the date hereof that has been disclosed to the Bank in writing and that is not to be paid with proceeds of borrowings under Capital Leases or that constitutes Purchase Money Indebtedness; the Credit Facilities, (5) operating lease obligations under which the aggregate of all payments for any new operating leases exceeds $3,000,000 in any one fiscal year, measured annually at the end of each fiscal year, (6) intercompany indebtedness to Borrower’s Subsidiaries, provided that such indebtedness is subordinated to the sum of (i) indebtedness owing to the Bank and the aggregate principal amount of all Debt such indebtedness and obligations taken together with the indebtedness and obligations described in this Section 9.02(bsubsections (7) and (9) shall not exceed $5,000,000 at any one time outstanding plus outstanding, (ii7) purchase money indebtedness incurred and liens therefor in connection with the purchase of equipment and/or real estate, provided that the aggregate principal amount of all Debt permitted under Section 9.02(gsuch indebtedness and obligations taken together with the indebtedness and obligations described in subsections (6) and (9) shall not exceed $5,000,000 at any one time outstanding shall outstanding, (8) indebtedness for taxes, assessments or government charges not exceed $25,000,000 delinquent or being contested in the aggregate. good faith by appropriate proceedings, (c9) intercompany Debt owing by the Borrower or any Guarantor to the Borrower or any Guarantor. other indebtedness and obligations not otherwise permitted in subsections (d1) 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. through (e) Senior Notes and related Senior Notes Debt8) preceding; 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 such indebtedness and obligations taken together with the indebtedness and obligations described in this Section 9.02(gsubsections (6) and (7) shall not exceed $5,000,000 at any one time outstanding plus outstanding, and (ii10) renewals, extensions and refinancings of any of the indebtedness described in subsections (1) through (9) of this paragraph, provided that such indebtedness (a) is in an aggregate principal amount not in excess of all Debt permitted under Section 9.02(bthe then outstanding of the indebtedness being refinanced, and (b) at any one time outstanding does not exceed $25,000,000 in the aggregatematurity of such indebtedness is no earlier than the maturity of the indebtedness being refinanced.

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 thatunsecured, at the time any such Senior Notes subordinated Debt (including Debt utilized to make investments permitted under Section 9.10) on material terms that are issued, after giving effect no less favorable to the incurrence Parent and the Lenders than the terms of such the Senior Notes DebtSubordinated Debt in effect on the Closing Date, the Borrower or that is in pro forma compliance with Section 9.01 (calculated in a manner otherwise reasonably acceptable to the Administrative Agent). ; provided, however, that any such subordinated Debt (up to a maximum principal amount of $3,000,000) may provide for cash interest payments, not to exceed 10% per annum, so long as the terms of such Debt specify that no cash payments shall be made during the existence of or which would result in an Event of Default; (f) Debt that represents an extension, refinancing, evidenced by Operating Lease Obligations permitted under Section 9.24 and Capital Lease Obligations permitted under Section 9.23; (g) purchase money Debt incurred to provide some or renewal of any all of the Senior Notes Debt; provided thatpurchase price of Capital Expenditures permitted under Section 9.25, (i) but only to the principal extent that the amount of such Debt does not exceed the purchase price of such assets, together with refinancings of such purchase money Debt from time to time on terms no less favorable to the Parent than the original purchase money Debt and so long as the amount refinanced is not increased greater than the outstanding principal balance (plus accrued interest) outstanding at the time of such refinancing; provided, however, that none of the subsidiaries of the Parent (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with PEI) will incur 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 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 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 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 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 wellx xxx/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 Moodx'x xx 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 Hall-Xxxxxxx Xxx 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. (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 and Without the express prior written consent of Lender, Borrower will not, and will shall not permit any Restricted Subsidiary tocreate, incur, create, assume or suffer to exist indebtedness of any Debtdescription whatsoever, exceptexcluding: (a) the Loans or other Obligations arising under indebtedness evidenced by the Loan Documents. Note; (b) Debt the endorsement of negotiable instruments payable to Borrower for deposit or collection in the ordinary course of business; (c) trade payables incurred in the ordinary course of business (d) the indebtedness listed on Schedule 2.1(1) hereto; and (e) indebtedness incurred pursuant to the terms of a senior secured revolving credit facility (the "Senior Credit Facility") in an amount not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000), provided that initially amounts outstanding under Capital Leases or the Senior Credit Facility ("Permitted Borrowings") may not exceed at any time 12 One million Five Hundred Thousand Dollars ($ 1,500,000) and provided further that constitutes Purchase Money IndebtednessPermitted Borrowings shall be increased to (i) Two Million Dollars ($2,000,000) in the event that Borrower achieves EBITDA of Two Million Dollars ($2,000,000) for the fiscal year ended December 31, 1997 and (ii) Two Million Five Hundred Thousand Dollars ($2,500,000) in the event that Borrower achieves EBITDA of Two Million Dollars ($2,000,000) for the fiscal year ended December 31, 1997 and EBITDA of One Million Two Hundred and Fifty Thousand Dollars ($1,250,000) for any six (6) month period thereafter. EBITDA shall be calculated in accordance with generally accepted accounting principles consistently applied and evidenced by audited financial statements. Notwithstanding the foregoing, the financial statements for the six-month period need not be audited; provided that the sum should Lender wish to have such financial statements audited, it may do so at Lender's sole cost and expense, by delivery of written notice to Borrower within ten (i10) 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 days following receipt of such Senior Notes Debtstatement, the Borrower is provided further that if such audit results 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 EBITDA of any of the Senior Notes Debt; provided that, (i) the principal amount of less than $1,250,000 for 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 Obligationssix-month period, 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 DebtBorrower shall pay such expenses. (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 not, and will not permit any Restricted Subsidiary toCreate, incur, create, assume or suffer to exist exist, or permit any Debtof its Subsidiaries to create, exceptincur, assume or suffer to exist, any Debt other than: (ai) in the Loans or other Obligations arising case of the Borrower, (A) Debt under the Loan Documents.; (bB) unsecured Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that incurred solely in connection with the sum acquisition of (i) a Health Club Facility, 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 which shall not exceed $25,000,000 the cash purchase price of such acquisition plus the amount of any fees and expenses incurred solely in connection with such acquisition; provided that such Debt (1) is issued to the aggregate. seller or sellers of such Health Club Facilities, (c2) intercompany is subordinate to the Debt owing by under the Loan Documents and such seller or sellers and the Borrower or any Guarantor shall have executed and delivered to the Borrower or any Guarantor. Administrative Agent a subordination agreement, in substantially the form of Exhibit I hereto (da "Seller Subordination Agreement"), (3) Debt constituting has no scheduled principal amortization prior to the date which is six months after the Final Maturity Date, (4) provides that interest shall not exceed a guaranty by rate of interest of 14 % per annum, of which cash interest shall not exceed a rate of interest per annum equal to the ParentBase Rate in effect from time to time plus 2 % per annum (but in no event shall such cash interest exceed 12 % per annum), the Borrower or any other Restricted Subsidiary of other Debt permitted to (5) shall provide that interest payments thereunder shall be incurred under this Section 9.02. made no more frequently than semi-annually and (e6) Senior Notes and related Senior Notes Debt; provided further that, at (x) as of the time any end of the most recently ended Monthly Rolling Period prior to the incurrence of such Senior Notes are issued, Debt and calculated immediately before and after giving effect to the incurrence of such Senior Notes Debt, the Borrower is Parent Guarantor shall be in pro forma compliance with the Leverage Ratio set forth in Section 9.01 5.02(e)(v)(A) and the Administrative Agent shall have received a certificate of the chief financial officer of the Parent Guarantor, together with a schedule of computations used by the Parent Guarantor in determining such compliance, certifying such compliance, and (calculated y) no Default shall have occurred and be continuing immediately before and after giving effect thereto; (C) Debt in respect of Hedge Agreements with one or more Hedge Banks in a manner reasonably acceptable notional amount of not more than $125,000,000; (D) Debt incurred in respect of an earnout or similar Obligation in connection with the acquisition of any Health Club Facility; (E) the Surviving Debt; and (F) Debt owed to any Subsidiary of the Borrower; provided, however, that such obligation (1) is subject to an intercompany subordination agreement in substantially the form of Exhibit K hereto (an "Intercompany Subordination Agreement"), duly executed by the Borrower and each such Subsidiary and (2) is evidenced by a promissory note in form and substance satisfactory to the Administrative Agent)., which note shall be pledged under the terms of the Collateral Documents to the Administrative Agent, on behalf of the Secured Parties, immediately upon its creation; (fii) Debt that represents an extension, refinancing, or renewal in the case of any of its Subsidiaries, (A) Debt under the Senior Notes DebtSubsidiary Guaranty; provided that, and (iB) Debt owed to the principal amount Borrower by any Subsidiary of the Borrower so long as such Debt is not increased evidenced by a promissory note in form and substance satisfactory to the Administrative Agent, which note shall be pledged under the terms of the Collateral Documents to the Administrative Agent, on behalf of the Secured Parties, immediately upon creation; (iii) in the case of the Borrower and any of its Subsidiaries, (A) Debt secured by Liens permitted by Section 5.02(a)(iv) and (v) and solely covering the acquisition of fitness equipment; (B) Debt secured by Liens permitted under Sections 5.02(a)(iv) and (v) (other than Debt incurred under Section 5.02(b)(iii)(A)) in an aggregate amount not to exceed $2,000,000 at any time outstanding and the amortization of which shall not exceed $300,000 during any 12-month period; (C) trade payables incurred in the ordinary course of business of the Borrower or such Subsidiary not overdue by more than 60 days or that are being diligently contested by the costs, fees, premiums and expenses and by accrued and unpaid interest paid Borrower or such Subsidiary in connection with any such extension, refinancing good faith; (D) endorsement of negotiable instruments for deposit or renewal) except in compliance with the preceding clause (e) (it being understood, for the avoidance of doubt, that any such increase collection or similar transactions 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 Debt.business; and (gE) other Debt so long as (i) the in an aggregate principal amount of all Debt described in this Section 9.02(g) not to exceed $5,000,000 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 not, and will not permit Permit 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.; (bii) Debt existing on the Effective Date and described on Schedule XIII hereto; (iii) Debt of any Subsidiary of the Borrower which is not a Guarantor owed to any other such Subsidiary, and Debt of a Guarantor owed to the Borrower or any Subsidiary of the Borrower; (iv) Debt incurred after the date of this Agreement and secured by Liens expressly permitted under Capital Leases or that constitutes Purchase Money Indebtedness; provided that Section 7.02(a)(ii) in an aggregate principal amount not to exceed, when aggregated with the sum of (i) the aggregate principal amount of all Debt described in incurred under clause (v) of this Section 9.02(b7.02(b), $50,000,000 any time outstanding; (v) at any one time outstanding plus (ii) Capitalized Leases incurred after the aggregate date of this Agreement which, when the principal amount thereof is aggregated with the principal amount of all Debt permitted incurred under clause (iv) of this Section 9.02(g) at any one time outstanding shall 7.02(b), do not exceed $25,000,000 in the aggregate.50,000,000 at any time outstanding; (cvi) intercompany Unsecured 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 not otherwise permitted to be incurred under this Section 9.02.7.02(b) in an aggregate amount not to exceed $200,000,000 at any time outstanding; (evii) Senior Notes and related Senior Notes Debt; provided that, at Endorsement of negotiable instruments for deposit or collection or similar transactions in the time any such Senior Notes are issued, after giving effect ordinary course of business; (viii) Debt referred to the incurrence of such Senior Notes Debt, the Borrower is in pro forma compliance with Section 9.01 (calculated 7.02(a)(iii) in a manner reasonably acceptable principal amount not in excess of the amount referred to the Administrative Agent).therein; (fix) Debt that represents an extension, refinancingextending the maturity of, or renewal refunding, refinancing or replacing, in whole or in part, any Debt incurred under clause (ii) of any of the Senior Notes Debtthis Section 7.02(b); provided thatprovided, however, that (iA) the aggregate -------- ------- principal amount of such extended, refunding, refinancing or replacement Debt is shall not be increased above the principal amount thereof and the premium, if any, thereon outstanding immediately prior to such extension, refunding, refinancing or replacement, (other than by B) the costs, fees, premiums direct and expenses 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 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 extensionrefunding, refinancing or renewal does replacement if such change would be adverse to the interests of the Borrower, (C) such extended, refunding, refinancing or replacement Debt shall not result in any principal amount owing in respect mature prior to the stated maturity date or mandatory redemption date of Senior Notes the Debt becoming due earlier than the date that is 91 days after the Maturity Datebeing so extended, refunded, refinanced or replaced, and (iiiD) if the Senior Notes Debt that being so extended, refunded, refinanced or replaced is refinanced, renewed, or extended was subordinated in right of payment or otherwise to the Obligations, then the terms and conditions Obligations or any of the refinancingBorrower's Subsidiaries under and in respect of the Loan Documents, renewalsuch extended, refunding, refinancing or extension replacement Debt must include subordination terms and conditions that are shall be subordinated to such Obligations to at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt.same extent; and (gx) other Guarantees by a Guarantor of Debt so long as (i) of another Guarantor permitted hereunder or Guarantees by a Subsidiary of the aggregate principal amount Borrower which is not a Guarantor 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 aggregatehereunder of a Guarantor or of another such Subsidiary.

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 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) Real Estate Debt, together with any Debt of the Xxxxxxx Xxxxx Xxxxxxxxxx xxx xxx Xxxxxxx Xxxxx Xxxxx XX Subsidiary (including Centene Plaza Phase II Debt), the aggregate amount of which at any one time outstanding when taken together with any Investments made pursuant to Section 11.9(a)(iv) does not exceed the greater of (i) $270,000,000 or (ii) the amount equal to ninety percent (90%) of the amount of the fair market value of the property securing such Real Estate Debt; (c) Debt which is unsecured; provided that (i) after giving effect thereto on a pro forma basis, the Company and the other Loan Parties shall be in compliance with a Total Debt to EBITDA Ratio not greater than the applicable ratio set forth in Section 11.12.2 for any Computation Period as of the last day of the Computation Period, (ii) no Unmatured Event of Default or Event of Default shall have occurred and be continuing on the date of incurrence of such Debt or could reasonably be expected to occur as a result thereof, (iii) the documents governing such Debt do not contain covenants (including quantitative covenants and financial covenants) which are more restrictive than the covenants contained in this Agreement or which the Loan Parties could violate without violating the covenants contained in this Agreement, (iv) the final maturity of such Debt shall be no earlier than ninety (90) days after the Latest Maturity Date, and (v) the weighted average life to maturity of such Debt shall not be shorter than the weighted average life to maturity of any Loans or Commitments outstanding as of the time of the issuance thereof; (d) Subordinated Debt which is unsecured; provided that (i) after giving effect thereto on a pro forma basis, the Company and the other Loan Parties shall be in compliance with a Total Debt to EBITDA Ratio not greater than the applicable ratio set forth in Section 11.12.2 for any Computation Period as of the last day of the Computation Period, (ii) no Unmatured Event of Default or Event of Default shall have occurred and be continuing on the date of incurrence of such Debt or could reasonably be expected to occur as a result thereof, (iii) the documents governing such Subordinated Debt shall not contain covenants (including quantitative covenants and financial covenants) which are more restrictive than the covenants contained in this Agreement or which the Loan Parties could violate without violating the covenants contained in this Agreement, (iv) the final maturity of such Subordinated Debt shall be no earlier than ninety (90) days after the Latest Maturity Date, and (v) the weighted average life to maturity of such Subordinated Debt shall not be shorter than the weighted average life to maturity of any Loans or Commitments outstanding as of the time of the issuance thereof; (e) Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (f) (i) the Senior Notes outstanding on the Closing Date and (ii) Debt described on Schedule 11.1 and, in either case, any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased (it being agreed that any increase will be permitted without the consent of Administrative Agent and the Required Lenders only to the extent that such additional Debt is otherwise permitted pursuant to clauses (b), (c), (d) or (m) of this Section 11.1); (g) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that for capital assets whose aggregate cost if purchased would not exceed $125,000,000; (h) Indirect Obligations of the sum of Company which do not exceed $50,000,000 in the aggregate at any time; (i) Indirect Obligations arising with respect to customary indemnification obligations in favor of sellers in connection with Acquisitions permitted under Section 11.4 and purchasers in connection with dispositions permitted under Section 11.4; (j) Indirect Obligations arising with respect to performance guaranties (which may include payment obligations) provided by a Loan Party on behalf of another Loan Party in the ordinary course of business; (k) Debt of any Loan Party to the Company which results from an Investment made by the Company in such Loan Party pursuant to, and permitted by, Section 11.9(b); (l) Debt in respect of Outside Letters of Credit in an aggregate principal amount not to exceed $150,000,000; (m) unsecured Debt of all Debt described the Company or any other Loan Party (excluding Indirect Obligations) in this Section 9.02(b) an aggregate amount 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.75,000,000; and (cn) intercompany Assumed Debt owing by of any Person that becomes a Loan Party after the Borrower or any Guarantor date hereof in an aggregate amount not 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 Debtexceed $75,000,000; provided that, that (i) such Debt exists 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 Person becomes 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 Loan Party and is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid created in contemplation or 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))Person becoming a Loan Party, (ii) neither the Company nor any Loan Party that was not an obligor with respect to such extension, refinancing or renewal does not result in any principal amount owing in respect of Senior Notes Debt prior to such Person becoming due earlier than the date that is 91 days after the Maturity Date, a Loan Party shall become an obligor for such Debt; and (iii) if the Senior Notes such Debt that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions shall not be secured by a Lien on any Property of the refinancing, renewal, Company or extension Debt must include subordination terms and conditions any Loan Party that are at least as favorable did not secure such Indebtedness prior to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debtsuch Person becoming a Loan Party. (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 under Capital Leases or that constitutes Purchase Money Indebtedness; provided that of the sum of Borrower and its Subsidiaries existing on the Closing Date (iother than the Senior Notes and the UBOC Credit Agreement) 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 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 $10,000,000, provided, however, that the obligations due under the Hanover Processing Agreement shall not be considered capital lease obligations for purposes of the limitation on capital leases contained in this Section 9.01(d); (e) Debt in addition to any Debt not otherwise permitted this Section 9.01 that is unsecured and not to exceed $10,000,000 in the aggregate outstanding at one time; (f) on and after the date on which the Aggregate Maximum Credit Amount has been reduced to $125,000,000 or less, Subordinated Debt in an amount not to exceed $40,000,000 in the aggregate outstanding at any Guarantor one time, provided that such Subordinated Debt has (i) a final maturity after September 30, 2014 and (ii) no sinking fund payments, scheduled principal payments, or mandatory redemption obligations on or prior to September 30, 2014; (g) the Senior Notes and any refinancings, renewals or extensions (but not increases) of the Senior Notes, provided that any such refinancing (i) provides for a final maturity after September 30, 2014, (ii) has no sinking fund payments, scheduled principal payments, or mandatory redemption obligations on or prior to September 30, 2014, and (iii) is otherwise pursuant to terms and conditions satisfactory to the Required Lenders, provided further that if any such refinancing is being accomplished by using the proceeds from an issuance of preferred stock of the Borrower, then such issuance complies with Section 9.18 hereof; (h) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and Gas Properties of the Borrower and its Subsidiaries; (i) Hedging Agreements covering (i) estimated oil and gas production from proved Oil and Gas Properties of the Borrower or any Guarantor.; provided, however, that such Hedging Agreements related to oil or gas production shall not, either individually or in the aggregate, cover more than 90% of estimated production of oil or gas of the Borrower and the Guarantors for each individual period covered by the Hedging Agreements and (ii) fluctuations in interest rates for notional principal amounts not to exceed at any time outstanding 80% of the Debt for borrowed money of the Borrower and its Consolidated Subsidiaries; and (dj) Debt constituting a guaranty by under 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 UBOC Credit Agreement in a manner reasonably acceptable maximum principal amount not to the Administrative Agent). (f) Debt that represents an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, exceed (i) until the principal amount of such Debt is not increased (other than by the costsAggregate Maximum Credit Amount has been reduced to $125,000,000, 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))$75,000,000, (ii) such extensionthereafter until the Aggregate Maximum Credit Amount has been reduced to $100,000,000, 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$100,000,000, and (iii) if the Senior Notes Debt that is refinancedthereafter, 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) after the aggregate principal amount of all Debt permitted under Section 9.02(b) at any one time outstanding does not exceed Aggregate Maximum Credit Amount has been reduced below $25,000,000 in the aggregate100,000,000, $125,000,000.

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. 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 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 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 After giving effect to the making of the Revolving Loans to be made on the Closing Date, the Borrower will not, and will not permit any Restricted Subsidiary to, incur, create, assume or suffer to exist any its Subsidiaries have no Debt, except: except (a) the Loans or other Obligations arising under the Loan Documents. Obligations; (b) Debt the Other Senior Debt; (c) Capitalized Lease Obligations, mortgage financings or other purchase money obligations or obligations under other financing transactions relating to Capital Leases Expenditures, in each case incurred for the purpose of financing all or that constitutes Purchase Money Indebtedness; provided that part of the sum purchase price or cost of construction or improvements to the subject property, in an aggregate amount not to exceed (i) in any Fiscal Year the aggregate principal lesser of (I) $10,000,000 and (II) twenty-five percent (25%) of the amount of all Debt described the Borrower's Capital Expenditures as determined in this Section 9.02(b) at any one time outstanding plus accordance with GAAP in the prior Fiscal Year and (ii) the aggregate principal amount of all Debt permitted under Section 9.02(g) $35,000,000 outstanding at any one time outstanding shall not exceed $25,000,000 time; (d) Debt evidenced by Guaranties, performance bonds, surety bonds and obligations of a like nature incurred in the aggregate. (c) intercompany Debt owing by ordinary course of business for the purpose of insuring the performance of the Borrower or any Guarantor to the Borrower or any Guarantor. (d) Debt constituting a guaranty by the ParentSubsidiary, the Borrower or any other Restricted Subsidiary aggregate of other Debt permitted to be incurred under this Section 9.02. which does not exceed $1,000,000; (e) Senior Notes and related Senior Notes DebtDebt under Hedge Agreements; 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 extensionarising as a result of one or more sale and leaseback transactions, refinancingprovided the Borrower's aggregate, or renewal of any non-discounted liability associated with all such sale and leaseback transaction is not in excess of the Senior Notes Debtlimitations on leases established pursuant to Sections 8.9(c) and 9.2; provided that(g) Debt for Borrowed Money arising as a result of programs by or from Governmental Authorities or guaranteed by Governmental Authorities that result in below market interest rate loans, to the extent it does not exceed $5,000,000 in principal amount outstanding at any one time; (h) Debt not included in the preceding clauses (a) through (f) in an amount not to exceed $5,000,000 in principal amount outstanding at any one time; (i) Debt incurred to refinance any Debt described in the principal amount preceding clauses (b) through (i) provided that the maturity date of such Debt is not increased after the Stated Termination Date; and (j) trade payables and 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 contractual obligations arising in the principal amount ordinary course of such Debt shall be deemed to be incurred under business (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(gthe preceding clauses (a) at any one time outstanding plus through (iij) being collectively referred to herein as 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"Permitted Debt").

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. (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 notNot, and will not permit any Restricted Subsidiary other Loan Party to, create, incur, create, assume or suffer to exist any Debt, except: (a) the Loans or other Obligations arising under the Loan Documents.Obligations; (b) Debt under Capital Leases or that constitutes Purchase Money Indebtednesssecured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the sum aggregate amount of all such Debt outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) the aggregate principal amount of all Debt described in this Section 9.02(b) at any one time outstanding plus $3,000,000 or (ii) 25% of EBITDA for 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.period ending on such Business Day; (c) intercompany Debt owing by the of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or any Guarantor another domestic Wholly-Owned Subsidiary; provided that such Debt, to the Borrower or any Guarantor.extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender; (d) Debt constituting a guaranty by described on Schedule 7.1 as of the ParentClosing Date, and any extension, renewal or refinancing thereof so long as the Borrower or any other Restricted Subsidiary of other Debt permitted to be incurred under this Section 9.02.principal amount thereof is not increased; (e) an aggregate outstanding amount of unsecured Non-Senior Notes and related Senior Notes Debt; provided that, Debt not at the any time any such Senior Notes are issued, after giving effect to the incurrence exceeding $100,000 (exclusive of such Senior Notes Debt, the Borrower is in pro forma compliance with Debt permitted under Section 9.01 (calculated in a manner reasonably acceptable to the Administrative Agent7.1(c).); (f) Debt that represents an extension, refinancing, or renewal Contingent Obligations arising with respect to customary indemnification obligations in favor 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 purchasers 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 Dispositions permitted 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.Section 7.5; (g) other Debt, in addition to the Debt so long as (i) the listed above, in an aggregate principal outstanding amount of all Debt described in this Section 9.02(g) not 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 exceeding $25,000,000 in the aggregate50,000.

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 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) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the sum Endorsement 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 checks for collection in the aggregate.ordinary course of business; (c) intercompany Debt owing by Accounts payable to trade creditors which are not aged more than ninety (90) days from billing date and current operating expenses (other than for borrowed money) which are not more than thirty (30) days past due, in each case incurred in the Borrower or any Guarantor to ordinary course of business and paid within such time period, unless the Borrower or any Guarantor.same are actively being Properly Contested; (d) Purchase money Debt constituting a guaranty by not exceeding $500,000 in aggregate principal amount at any time outstanding for Borrower and all Subsidiaries incurred to purchase Equipment, provided that the Parent, amount of such Debt shall not at any time exceed the Borrower or any other Restricted Subsidiary purchase price of other Debt permitted to be incurred under this Section 9.02.the Equipment purchased; and (e) Senior Notes and related Senior Notes Debt; provided that, Debt for taxes not at the time any such Senior Notes due and payable or deferred taxes or which 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).being actively Properly Contested; (f) Debt that represents issued by Borrower subordinated in favor of Bank pursuant to an extension, refinancing, or renewal of any of the Senior Notes Debt; provided that, (i) the executed subordination agreement on terms and conditions satisfactory to Bank in all respects not exceeding $500,000 in aggregate principal amount of at any time outstanding; (g) Accrued pension fund and other employee benefit plan obligations and liabilities (provided, however, that 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 the existence of any principal amount owing in respect Event of Senior Notes Default hereunder); and (h) Debt becoming due earlier than existing on the date that is 91 days after the Maturity DateClosing Date and not otherwise permitted under this Section 6.1, as set forth on Exhibit 6.1 hereto, and the renewal and refinancing (iii) if but not the Senior Notes Debt that is refinanced, renewed, or extended was subordinated increase 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(gamount) 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 aggregatethereof.

Debt. The Parent and the Borrower will shall not, and will shall not permit any Restricted Subsidiary toUnited States Subsidiary, incureither directly or indirectly, create, assume assume, incur or suffer to exist have outstanding any DebtDebt (including purchase money indebtedness), or become liable, whether as endorser, guarantor, surety or otherwise, for any debt or obligation of any other Person, except: (a) the Loans or Obligations under this Agreement and the other Obligations arising under the Loan Documents.; (b) Debt under Capital Leases obligations of the Borrower for Taxes, assessments, municipal 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.other governmental charges; (c) intercompany Debt owing by obligations of the Borrower or any Guarantor to for accounts payable, other than for money borrowed, incurred in the Borrower or any Guarantor.ordinary course of business; (d) Debt constituting a guaranty by the Parent, of the Borrower or to any other Restricted Wholly-Owned Subsidiary of other not to exceed One Million Dollars ($1,000,000) in the aggregate; provided that such Debt permitted shall be evidenced by a note in form and substance reasonably satisfactory to the Bank and the obligations under such note shall be incurred under this Section 9.02.Subordinated Debt; (e) Senior Notes and related Senior Notes Debt; provided that, at the time any such Senior Notes are issued, after giving effect Subject to the incurrence terms of such Senior Notes Sections 2.1 (c) (iii) and 2.2(d), Subordinated 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 Hedging Obligations incurred in favor of the Senior Notes Debt; provided that, (i) the principal amount of such Debt is Bank or an Affiliate thereof for bona fide hedging purposes and 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.speculation; (g) other Capitalized Lease Obligations, provided that the aggregate amount of all such Debt outstanding at any time shall not exceed Fifty Thousand and 00/100 Dollars ($50,000.00) in the aggregate; (h) Debt for Capital Expenditures incurred after the date of this Agreement not to exceed Fifty Thousand and 00/100 Dollars ($50,000.00) in the aggregate in any one fiscal year; (i) Debt described on Schedule 9.1 and any extension, renewal or refinancing thereof so long as (i) the aggregate principal amount of all thereof is not increased; (j) other unsecured subordinated Debt, in addition to the Debt described listed above, in this Section 9.02(g) an aggregate amount outstanding at any one time outstanding plus not to exceed Three Million Dollars (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 aggregate3,000,000).