Common use of Indebtedness for Borrowed Money Clause in Contracts

Indebtedness for Borrowed Money. None of the Borrowers will create, incur, assume or suffer to exist any Indebtedness for Borrowed Money or permit any Subsidiary to do so, except: (a) the Obligations; (b) current accounts payable arising in the ordinary course; (c) the Senior Notes and the guarantees executed in connection therewith; (d) Indebtedness for Borrowed Money secured by Permitted Liens; (e) Subordinated Indebtedness; (f) Indebtedness for Borrowed Money of the Borrowers existing on the date hereof and reflected on the financial statements furnished pursuant to Section 4.1.11 (Financial Condition); (g) Guarantees by any Borrower of Indebtedness for Borrowed Money otherwise permitted hereunder of any other Borrower; (h) Refinancing of any of the amounts listed in clauses (c) and (d) above and in this clause (h), provided the amount as refinanced does not exceed the original principal amount (or commitment with respect thereto) of the Indebtedness for Borrowed Money so refinanced and on terms not materially less favorable to the applicable Borrowers and do not result in a Default or Event of Default; (i) Indebtedness for Borrowed Money represented by Capitalized Leases otherwise permitted by this Agreement and (j) other Indebtedness for Borrowed Money in an amount not to exceed in the aggregate for the Parent and its Subsidiaries at any time outstanding, the sum of Five Million Dollars ($5,000,000) (or the equivalent thereof in any other currency, as applicable), which Indebtedness for Borrowed Money shall not be secured.

Indebtedness for Borrowed Money. None of the Borrowers will createThe Borrower shall not, nor shall it permit any Subsidiary to, issue, incur, assume assume, create or suffer to exist have outstanding any Indebtedness for Borrowed Money or permit any Subsidiary Money; provided, however, that the foregoing shall not restrict nor operate to do so, exceptprevent: (a) the ObligationsObligations of the Borrower owing to the Agent and the Banks hereunder; (b) current accounts payable arising purchase money indebtedness and Capitalized Lease Obligations of the Borrower and of its Subsidiaries in the ordinary coursean aggregate amount not to exceed $10,000,000 at any one time outstanding; (c) obligations of the Senior Notes and Borrower arising out of interest rate hedging agreements entered into with financial institutions in the guarantees executed in connection therewithordinary course of business; (d) Indebtedness for Borrowed Money secured guaranties expressly permitted by Permitted LiensSection 8.9 hereof; (e) Subordinated Indebtedness;indebtedness from time to time owing by the Borrower to any Subsidiary or by any Subsidiary to the Borrower or any other Subsidiary, in each case arising as a result of intercompany loans and advances permitted by Section 8.9 hereof. (f) Indebtedness for Borrowed Money indebtedness outstanding under the Existing Credit Agreement which is paid and satisfied in full out of proceeds of the Borrowers existing on the date hereof and reflected on the financial statements furnished pursuant to Section 4.1.11 (Financial Condition)initial Credit Event hereunder; (g) Guarantees other indebtedness existing on the date of this Agreement and described on Schedule 8.7 attached hereto and made a part hereof, as reduced from time to time by any Borrower of Indebtedness for Borrowed Money otherwise permitted hereunder of any other Borrower;repayments thereof; and (h) Refinancing of any other indebtedness of the amounts listed in clauses (c) Borrower and (d) above and in this clause (h), provided the amount as refinanced does its Subsidiaries not exceed the original principal amount (or commitment with respect thereto) of the Indebtedness for Borrowed Money so refinanced and on terms not materially less favorable to the applicable Borrowers and do not result in a Default or Event of Default; (i) Indebtedness for Borrowed Money represented by Capitalized Leases otherwise permitted by this Agreement and (j) other Indebtedness for Borrowed Money Section in an aggregate amount not to exceed in the aggregate for the Parent and its Subsidiaries $1,000,000 at any one time outstanding, the sum of Five Million Dollars ($5,000,000) (or the equivalent thereof in any other currency, as applicable), which Indebtedness for Borrowed Money shall not be secured.

Indebtedness for Borrowed Money. None of the Borrowers will createThe Borrower shall not, nor shall it permit any Subsidiary to, issue, incur, assume assume, create or suffer to exist have outstanding any Indebtedness for Borrowed Money or permit any Subsidiary Money; provided, however, that the foregoing shall not restrict nor operate to do so, exceptprevent: (a) the ObligationsObligations of the Borrower and each Subsidiary owing to the Agent and the Banks hereunder; (b) current accounts payable arising purchase money indebtedness and Capitalized Lease Obligations of the Borrower and of its Subsidiaries in the ordinary coursean aggregate amount not to exceed $1,000,000 at any one time outstanding; (c) obligations of the Senior Notes and Borrower arising out of interest rate hedging agreements entered into with financial institutions in the guarantees executed in connection therewithordinary course of business; (d) Indebtedness for Borrowed Money secured guaranties expressly permitted by Permitted LiensSection 8.15 hereof; (e) Subordinated Indebtednessindebtedness assumed in any one or more acquisitions permitted by Section 8.15(k) hereof, but not incurred in contemplation of such acquisition, in an aggregate amount not to exceed $1,000,000 at any one time outstanding; (f) Indebtedness for Borrowed Money of the Borrowers other indebtedness existing on the date hereof of this Agreement and reflected described on the financial statements furnished pursuant Schedule 8.13 attached hereto and made a part hereof, as reduced from time to Section 4.1.11 (Financial Condition)time by repayments thereof; (g) Guarantees indebtedness from time to time owing by the Borrower to any Subsidiary or by any Subsidiary to the Borrower of Indebtedness for Borrowed Money otherwise permitted hereunder of or any other Borrower;Subsidiary; and (h) Refinancing of any other indebtedness of the amounts listed in clauses (c) Borrower and (d) above and in this clause (h), provided the amount as refinanced does its Subsidiaries not exceed the original principal amount (or commitment with respect thereto) of the Indebtedness for Borrowed Money so refinanced and on terms not materially less favorable to the applicable Borrowers and do not result in a Default or Event of Default; (i) Indebtedness for Borrowed Money represented by Capitalized Leases otherwise permitted by this Agreement and (j) other Indebtedness for Borrowed Money Section in an aggregate amount not to exceed in the aggregate for the Parent and its Subsidiaries $5,000,000 at any one time outstanding, the sum of Five Million Dollars ($5,000,000) (or the equivalent thereof in any other currency, as applicable), which Indebtedness for Borrowed Money shall not be secured.

Indebtedness for Borrowed Money. None of the Borrowers will createThe Borrower shall not, incur, assume or and shall not suffer to exist any Indebtedness for Borrowed Money or permit any Subsidiary to do soGuarantor to, except: (a) incur any indebtedness for borrowed money other than the Obligations; , excluding however (bi) current accounts payable arising in any Operating Obligations; (ii) any indebtedness for borrowed money of the ordinary course; (c) the Senior Notes and the guarantees executed in connection therewith; (d) Indebtedness for Borrowed Money Borrower or any Guarantor secured by a Permitted Liens; Encumbrance; (eiii) Subordinated Indebtedness; (f) Indebtedness for Borrowed Purchase Money Obligations of the Borrowers existing on Borrower or any Guarantor secured by Purchase Money Mortgages which are Permitted Encumbrances; (iv) ordinary course trade payables of the date hereof Borrower or any Guarantor; (v) any Debenture Obligations; (vi) any indebtedness owed by the Borrower to a Guarantor; (vii) any indebtedness owed by a Guarantor to the Borrower or to another Guarantor; and reflected on the financial statements furnished pursuant to Section 4.1.11 (Financial Condition); (gviii) Guarantees by any Borrower of Indebtedness indebtedness for Borrowed Money otherwise permitted hereunder of any other Borrower; (h) Refinancing of borrowed money not included within any of the amounts listed in clauses foregoing provided such indebtedness is not secured by any Security Interest and that the aggregate amount of all such indebtedness for borrowed money pursuant to this item (cviii) and (d) above and in this clause (h), provided the amount as refinanced does not exceed at the original time that it is incurred an aggregate principal amount equal to five (or commitment with respect thereto5%) percent of the Indebtedness for Borrowed Money so refinanced and on terms not materially less favorable to the applicable Borrowers and do not result in a Default or Event of Default; (i) Indebtedness for Borrowed Money represented by Capitalized Leases otherwise permitted by this Agreement and (j) other Indebtedness for Borrowed Money in an amount not to exceed in the aggregate for the Parent and its Subsidiaries at any time outstanding, the sum of Five Million Dollars ($5,000,000) (or the equivalent thereof in any other currency, as applicable), which Indebtedness for Borrowed Money shall not be securedthen current Borrowing Base Limit.

Indebtedness for Borrowed Money. None The Borrowers shall not, and shall not permit any of the Borrowers will their Subsidiaries to, create, incur, assume incur or suffer to exist any Indebtedness for Borrowed Money or permit of any kind; provided, however, that this Section 8.11 shall not apply to: (i) the Obligations of the Borrowers under this Agreement and any obligations of any Subsidiary to do sounder any Guaranty of Payment and any obligation of any Subsidiary under a Reimbursement Agreement in respect of any Letter of Credit, except: (aii) any purchase money indebtedness secured by a purchase money mortgage or security interest permitted by Section 8.10, (iii) the Obligations; Indebtedness of the Borrowers issued on January __, 1998 in a private placement transaction (bthe "Placement Debt") current accounts payable arising aggregating not more than Twenty-Five Million Dollars ($25,000,000) in the ordinary course; principal amount at any one time outstanding, (cvi) the Senior Notes and the guarantees executed in connection therewith; any Indebtedness secured by liens or security interests permitted under Section 8.10, (dvii) any other Indebtedness for Borrowed Money secured by Permitted Liens; (e) Subordinated Indebtedness; (f) Indebtedness for Borrowed Money of the Borrowers existing on the date hereof and reflected listed on the financial statements furnished pursuant to Section 4.1.11 Schedule 8.11 hereof, or (Financial Condition); (gviii) Guarantees by any Borrower of Indebtedness for Borrowed Money otherwise permitted hereunder of any other Borrower; (h) Refinancing of any of the amounts listed in clauses (c) and (d) above and in this clause (h), provided the amount as refinanced does not exceed the original principal amount (or commitment with respect thereto) of the Indebtedness for Borrowed Money so refinanced and on terms not materially less favorable to the applicable Borrowers and do not result in a Default or Event of Default; (i) Indebtedness for Borrowed Money represented by Capitalized Leases otherwise permitted by this Agreement and (j) other Indebtedness for Borrowed Money in an aggregate principal amount not which, when added to exceed in the aggregate principal amount of Indebtedness for the Parent Borrowed Money permitted by clauses (ii) and its Subsidiaries at any time outstanding(vii) of this Section 8.11, the sum of Five shall not exceed Twenty Million Dollars ($5,000,00020,000,000) (or the equivalent thereof in at any other currency, as applicable), which Indebtedness for Borrowed Money shall not be securedone time outstanding.

Indebtedness for Borrowed Money. None of the Borrowers The Borrower will createnot, incurand will not permit any Subsidiary to, assume incur or suffer permit to exist any Indebtedness for Borrowed Money or Indebtedness, except that the Borrower may, and may permit any Subsidiary to, incur or permit to do so, except: (a) the Obligations; (b) current accounts payable arising in the ordinary course; (c) the Senior Notes and the guarantees executed in connection therewith; (d) Indebtedness for Borrowed Money secured by Permitted Liens; (e) Subordinated Indebtedness; (f) Indebtedness for Borrowed Money exist any or all of the Borrowers existing following: the Liabilities and Guaranties thereof; Subordinated Debt; Indebtedness of the Borrower, any Wholly-Owned Subsidiary of the Borrower or any Guarantor owing to the Borrower, any Wholly-Owned Subsidiary of the Borrower or any Guarantor; Indebtedness outstanding on the date hereof Effective Date and reflected listed on Item 5 of the Disclosure Schedule and refinancings thereof, provided that the principal or stated amount of such Indebtedness is not increased to an amount in excess of that outstanding on the financial statements furnished pursuant Effective Date (as such amount may be reduced in accordance with its terms following the Effective Date) as the result of any such refinancing; Indebtedness permitted as Investments under Section 8.2.10(v) or (x); Interest Rate Protection Obligations relating to Section 4.1.11 Indebtedness of such Person (Financial Condition); (g) Guarantees by any Borrower of which Indebtedness for Borrowed Money is otherwise permitted hereunder to exist by this Section 8.2.1) to the extent the notional principal amount of any other Borrower; (h) Refinancing of any of the amounts listed in clauses (c) and (d) above and in this clause (h), provided the amount as refinanced such Interest Rate Protection Obligations does not exceed the original principal amount (or commitment with respect thereto) of the Indebtedness for Borrowed Money so refinanced and on terms not materially less favorable to the applicable Borrowers and do not result in a Default or Event of Default; (i) which such Interest Rate Obligations relate; contingent Indebtedness for Borrowed Money represented by Capitalized Leases otherwise Guaranties permitted by this Agreement and (j) other Indebtedness for Borrowed Money in an amount not to exceed in the aggregate for the Parent and its Subsidiaries at any time outstanding, the sum of Five Million Dollars ($5,000,000) (or the equivalent thereof in any other currency, as applicable), which Indebtedness for Borrowed Money shall not be secured.under Section 8.2.11;

Indebtedness for Borrowed Money. None of the Borrowers will createBorrower to any of its Subsidiaries; provided, incurhowever, assume or suffer to exist any that (i) all Indebtedness for Borrowed Money or permit of the Borrower to any Subsidiary of the Borrower shall, at all times from and after the incurrence thereof by the Borrower, be expressly subordinated in right of payment and exercise of remedies to do so, except: the prior payment in full of all of the Obligations on terms contained in an Intercompany Subordination Agreement which shall have been duly and properly executed and delivered to the Administrative Agent by the Borrower and by such Subsidiary; and (aii) none of such Indebtedness for Borrowed Money of the Obligations; (b) current accounts payable arising in Borrower to any of its Subsidiaries shall at any time be secured by any Liens on any Property of the ordinary course; (c) the Senior Notes Borrower; and the guarantees executed in connection therewith; (d) Indebtedness for Borrowed Money secured of the Borrower or any of its Subsidiaries, not otherwise permitted by Permitted Liens; any of the other clauses of this Section 9.2.1, incurred from time to time after the date hereof; provided, however, that (ei) Subordinated Indebtedness; (f) none of such Indebtedness for Borrowed Money shall be secured by any Liens on any Property of the Borrowers existing on Borrower or any of its Subsidiaries other than Liens permitted by Section 9.2.2, (ii) immediately prior to, and immediately after giving effect, to the date hereof and reflected on the financial statements furnished pursuant to Section 4.1.11 (Financial Condition); (g) Guarantees by any Borrower incurrence of such Indebtedness for Borrowed Money otherwise permitted hereunder Money, the aggregate amount of any other Borrower; (h) Refinancing of any of the amounts listed in clauses (c) and (d) above and in this clause (h), provided the amount as refinanced does not exceed the original principal amount (or commitment with respect thereto) all of the Indebtedness for Borrowed Money so refinanced and on terms not materially less favorable to of all Subsidiaries of the applicable Borrowers and do not result in a Default or Event of Default; Borrower (i) other than Indebtedness for Borrowed Money represented by Capitalized Leases otherwise permitted by this Agreement and of any of the Great White Fleet Subsidiaries) shall not at any time exceed $375,000,000, and (jiii) other immediately prior, and immediately after giving effect, to the incurrence of such Indebtedness for Borrowed Money in an amount not to exceed in Money, each of the aggregate for Special Covenant Conditions (other than the Parent conditions and its Subsidiaries at any time outstanding, the sum requirements specified by subclause (ii) of Five Million Dollars ($5,000,000this Section 9.2.1(d)) (or the equivalent thereof in any other currency, as applicable), which Indebtedness for Borrowed Money shall not be securedsatisfied.

Indebtedness for Borrowed Money. None of the Borrowers The Company will createnot, nor will it permit any Subsidiary to, issue, incur, assume assume, create or suffer to exist have outstanding any Indebtedness for Borrowed Money or permit any Subsidiary Money; provided, however, that the foregoing provisions shall not restrict nor operate to do so, exceptprevent: (a) the indebtedness of the Company on the Notes and other Obligations; (b) current accounts payable arising Capitalized Lease Obligations in the ordinary course; an aggregate amount not to exceed $1,500,000 at any one time outstanding; (c) Capitalized Lease Obligations of any Subsidiary which has become a Subsidiary as a result of an Acquisition permitted by Section 8.14 hereof if such Capitalized Lease Obligation was entered into prior to the Senior Notes Acquisition of such Subsidiary and the guarantees executed was not created in connection therewith; contemplation of such Acquisition; (d) Indebtedness for Borrowed Money purchase money indebtedness secured by Permitted Liens; Liens permitted by Section 8.12(d) hereof in an aggregate amount not to exceed $2,000,000 at any one time outstanding; (e) Subordinated Indebtedness; purchase money indebtedness (other than purchase money indebtedness permitted by Section 8.11(d) hereof) of any Subsidiary which has become a Subsidiary as a result of an Acquisition permitted by Section 8.14 hereof if such indebtedness was created prior to the Acquisition of such Subsidiary and was not created in contemplation of such Acquisition; (f) Indebtedness for Borrowed Money of the Borrowers existing currently outstanding indebtedness described on the date Exhibit C hereof if and reflected on the financial statements furnished pursuant to Section 4.1.11 (Financial Condition); so long as such indebtedness is Subordinated Indebtedness; (g) Guarantees unsecured Subordinated Indebtedness incurred to finance Acquisitions permitted by any Borrower of Indebtedness for Borrowed Money otherwise permitted hereunder of any other Borrower; Section 8.14 hereof; (h) Refinancing of any of indebtedness under the amounts listed in clauses (c) Short-Term Credit Agreement if and (d) above so long as the Revolving Credit Commitments are fully utilized hereunder; and in this clause (h), provided the amount as refinanced does not exceed the original principal amount (or commitment with respect thereto) of the Indebtedness for Borrowed Money so refinanced and on terms not materially less favorable to the applicable Borrowers and do not result in a Default or Event of Default; (i) Indebtedness for Borrowed Money represented by Capitalized Leases indebtedness not otherwise permitted by this Agreement and (j) other Indebtedness for Borrowed Money in an amount Section aggregating not to exceed in the aggregate for the Parent and its Subsidiaries more than $500,000 at any one time outstanding, the sum of Five Million Dollars ($5,000,000) (or the equivalent thereof in any other currency, as applicable), which Indebtedness for Borrowed Money shall not be secured.

Indebtedness for Borrowed Money. None As of the Borrowers will createdate of this Agreement, incurexcept for the Obligations and except as set forth in SCHEDULE (N) INDEBTEDNESS FOR BORROWED MONEY. attached to and made a part of this Agreement, assume or suffer to exist neither the Borrower, Xxxxx UK nor Norwich has any Indebtedness for Borrowed Money. The Agent has received photocopies of all promissory notes evidencing any Indebtedness for Borrowed Money set forth in SCHEDULE (N)INDEBTEDNESS FOR BORROWED MONEY., together with any and all material subordination agreements, other agreements, documents, or permit any Subsidiary to do soinstruments securing, except: (a) the Obligations; (b) current accounts payable arising in the ordinary course; (c) the Senior Notes evidencing, guarantying or otherwise executed and the guarantees executed delivered in connection therewith; . (d) Indebtedness for Borrowed Money secured by Permitted Liens; (e) Subordinated Indebtedness; (f) Indebtedness for Borrowed Money O)SUBORDINATED DEBT; SENIOR SECURED DEBT. None of the Borrowers existing on Subordinated Debt Loan Documents nor any of the Senior Secured Debt Loan Documents in effect prior to the date hereof and reflected of this Agreement have been amended, supplemented, restated or otherwise modified except as otherwise disclosed to the Agent in writing on or before the financial statements date of this Agreement. In addition, the Borrower has furnished pursuant copies of each amendment, supplement, restatement or other modification to Section 4.1.11 (Financial Condition); (g) Guarantees by any Borrower of Indebtedness for Borrowed Money otherwise permitted hereunder the Subordinated Debt Loan Documents executed on or before the date of this Agreement. In addition, there does not exist any other Borrower; (h) Refinancing default or any event which upon notice or lapse of time or both would constitute a default under the terms of any of the amounts listed in clauses (c) and (d) above and in this clause (h), provided the amount as refinanced does not exceed the original principal amount (Subordinated Debt Loan Documents or commitment with respect thereto) any of the Indebtedness for Borrowed Money so refinanced and on terms not materially less favorable to the applicable Borrowers and do not result in a Default or Event of Default; Senior Secured Debt Loan Documents. (i) Indebtedness for Borrowed Money represented by Capitalized Leases otherwise permitted by this Agreement and (j) other Indebtedness for Borrowed Money in an amount not to exceed in the aggregate for the Parent and its Subsidiaries at any time outstanding, the sum of Five Million Dollars ($5,000,000) (or the equivalent thereof in any other currency, as applicableP), which Indebtedness for Borrowed Money shall not be secured.

Indebtedness for Borrowed Money. None of the Borrowers will createThe Company shall not, nor shall it permit any Subsidiary to, issue, incur, assume assume, create or suffer to exist have outstanding any Indebtedness for Borrowed Money or permit any Subsidiary Money; provided, however, that the foregoing shall not restrict nor operate to do so, exceptprevent: (a) the ObligationsObligations of the Company owing to the Bank and other indebtedness and obligations of the Company or any Subsidiary from time to time owing to the Bank; (b) current accounts payable arising purchase money indebtedness and Capitalized Lease Obligations secured by Liens permitted by Section 7.8(d) hereof in the ordinary coursean aggregate amount not to exceed $250,000 at any one time outstanding; (c) intercompany indebtedness from time to time owing to the Senior Notes and Company by any Domestic Subsidiary which is a Guarantor hereunder in the guarantees executed in connection therewithordinary course of business; (d) Indebtedness for Borrowed Money secured by Permitted Liensindebtedness from time to time owing under the Blue Mountain L/C; (e) Subordinated Indebtednessindebtedness from time to time owing by any Foreign Subsidiary to any third-party financial institution in an aggregate amount not to exceed the U.S. Dollar equivalent of $2,000,000 at any one time outstanding; (f) unsecured indebtedness issued by the Company with respect to the 6.55% Senior Notes due April 15, 2013 issued under that certain Note Purchase Agreement dated as of April 15, 1998, unsecured indebtedness issued by the Company with respect to the 5.89% Senior Notes due October 15, 2015 issued under that certain Note Agreement dated as of December 16, 2005, and any other unsecured indebtedness issued by the Company from time to time, provided that the aggregate principal amount of all indebtedness permitted under this subsection shall not to exceed $35,500,000 at any one time outstanding and, in connection with any such indebtedness issued after the date hereof, no Default or Event of Default shall exist at the time of such issuance or shall arise as a consequence thereof; and (g) unsecured Indebtedness for Borrowed Money of the Borrowers existing on the date hereof and reflected on the financial statements furnished pursuant to Section 4.1.11 (Financial Condition); (g) Guarantees by any Borrower of Indebtedness for Borrowed Money otherwise permitted hereunder of any other Borrower; (h) Refinancing of any of the amounts listed in clauses (c) and (d) above and in this clause (h), provided the amount as refinanced does not exceed the original principal amount (or commitment with respect thereto) of the Indebtedness for Borrowed Money so refinanced and on terms not materially less favorable to the applicable Borrowers and do not result in a Default or Event of Default; (i) Indebtedness for Borrowed Money represented by Capitalized Leases otherwise permitted by this Agreement and (j) other Indebtedness for Borrowed Money in an amount Section aggregating not to exceed in the aggregate for the Parent and its Subsidiaries more than $250,000 at any one time outstanding, the sum of Five Million Dollars ($5,000,000) (or the equivalent thereof in any other currency, as applicable), which Indebtedness for Borrowed Money shall not be secured.

Indebtedness for Borrowed Money. None of The Companies and the Borrowers will createHub Partnerships shall not, nor shall the Public Hub Company permit any Subsidiary to, issue, incur, assume assume, create or suffer to exist have outstanding any Indebtedness for Borrowed Money or permit any Subsidiary Money; provided, however, that the foregoing shall not restrict nor operate to do so, exceptprevent: (a) the Obligations; (b) current accounts payable arising purchase money indebtedness and Capitalized Lease Obligations secured by Liens permitted by Section 7.12(d) hereof in the ordinary coursean aggregate amount not to exceed $20,000,000 at any one time outstanding; (c) the Senior Notes and the guarantees executed in connection therewithindebtedness permitted by Section 7.13(l) hereof; (d) Indebtedness for Borrowed Money secured unsecured indebtedness evidenced by Permitted Liensthe Dividend Notes; (e) Subordinated Indebtednessinterest rate protection, currency swap and foreign exchange arrangements entered into in connection with bona fide hedging operations; (f) Indebtedness for Borrowed Money performance bonds and surety or appeal bonds obtained in the ordinary course of the Borrowers existing on the date hereof and reflected on the financial statements furnished pursuant to Section 4.1.11 (Financial Condition)business; (g) Guarantees by any Borrower of Indebtedness for Borrowed Money otherwise permitted hereunder of any other Borrowerthe Milwaukee Hub Debt; (h) Refinancing the currently outstanding indebtedness evidenced by the two $2,000,000 promissory notes made by Hub Group, Ixx.xx favor of any American President Lines, Inc., one due May 2, 1998, the other due May 2, 1999; (i) indebtedness of the amounts listed in clauses (c) and (d) above and in this clause (h)Hub Group Associates, Inc. on its line of credit with Cass Bank & Trust provided the aggregate principal amount as refinanced outstanding thereon does not exceed the original principal amount $5,000,000 at any one time; (j) indebtedness assumed in an acquisition permitted by Section 7.13(m) hereof provided such indebtedness is not incurred in connection with or commitment with respect theretoin contemplation of such acquisition; (k) initial or successive refinancings of (but not any increases in) the Indebtedness for Borrowed Money so refinanced listed in subsections (d), (h), (i) and on terms not materially less favorable to the applicable Borrowers and do not result in a Default or Event of Default(j) above; (il) Indebtedness for Borrowed Money represented by Capitalized Leases otherwise investments permitted by this Agreement Section 7.13(g) hereof; and (jm) other Indebtedness for Borrowed Money in an amount indebtedness of the Hub Group aggregating not to exceed in the aggregate for the Parent and its Subsidiaries more than $5,000,000 at any time onetime outstanding, the sum of Five Million Dollars ($5,000,000) (or the equivalent thereof in any other currency, as applicable), which Indebtedness for Borrowed Money shall not be secured.

Indebtedness for Borrowed Money. None of The Borrowers and the Borrowers will createHub Partnerships shall not, nor shall the Public Hub Company permit any Subsidiary to, issue, incur, assume assume, create or suffer to exist have outstanding any Indebtedness for Borrowed Money or permit any Subsidiary Money; PROVIDED, HOWEVER, that the foregoing shall not restrict nor operate to do so, exceptprevent: (a) the Obligations; (b) current accounts payable arising purchase money indebtedness and Capitalized Lease Obligations secured by Liens permitted by Section 7.12(d) hereof in the ordinary coursean aggregate amount not to exceed $30,000,000 at any one time outstanding; (c) the Senior Notes and the guarantees executed in connection therewithindebtedness permitted by Section 7.13(l) hereof; (d) Indebtedness for Borrowed Money secured unsecured indebtedness evidenced by Permitted Liensthe Dividend Notes; (e) Subordinated Indebtednessinterest rate protection, currency swap and foreign exchange arrangements entered into in connection with bona fide hedging operations; (f) Indebtedness for Borrowed Money performance bonds and surety or appeal bonds obtained in the ordinary course of the Borrowers existing on the date hereof and reflected on the financial statements furnished pursuant to Section 4.1.11 (Financial Condition)business; (g) Guarantees by any Borrower of Indebtedness for Borrowed Money otherwise permitted hereunder of any other Borrowerthe Bridge Financing and the unsecured indebtedness (in an aggregate amount not to exceed $50,000,000) on the Senior Note Offering refinancing the Bridge Financing; (h) Refinancing the currently outstanding unsecured indebtedness of any Hub Holdings incurred in connection with the acquisition of Quality Intermodal Corporation in the amounts listed approximate amount of $6,000,000; (i) the currently outstanding unsecured indebtedness evidenced by the $2,000,000 promissory note made by Hub Group, Inc. in clauses favor of American President Lines, Inc., due May 2, 1999; (cj) and (d) above and in this clause (h)indebtedness of Hub Group Associates, Inc. on its line of credit with Cass Bank & Trust provided the aggregate principal amount as refinanced outstanding thereon does not exceed the original principal amount $5,000,000 at any one time; (k) indebtedness assumed in an acquisition permitted by Section 7.13(m) hereof provided such indebtedness is not incurred in connection with or commitment with respect theretoin contemplation of such acquisition; (l) initial or successive refinancings of (but not any increases in) the Indebtedness for Borrowed Money so refinanced listed in subsections (d), (g), (h), (i), (j) and (k) above on terms not materially less favorable to and conditions on the applicable Borrowers and do not result whole no more burdensome in a Default or Event of Defaultany material respect on the relevant obligors; (im) Indebtedness for Borrowed Money represented by Capitalized Leases otherwise investments permitted by this Agreement Section 7.13(g) hereof; and (jn) other Indebtedness for Borrowed Money in an amount indebtedness of the Hub Group aggregating not to exceed in the aggregate for the Parent and its Subsidiaries more than $10,000,000 at any one time outstanding, the sum of Five Million Dollars ($5,000,000) (or the equivalent thereof in any other currency, as applicable), which Indebtedness for Borrowed Money shall not be secured.

Indebtedness for Borrowed Money. None of the Borrowers will Incur, create, incur, assume or suffer permit to exist ------------------------------- any Indebtedness for Borrowed Money or permit any Subsidiary to do so, except: (a) the Obligations; (b) current accounts payable arising in the ordinary courseSubordinated Debt; (c) the Senior Notes and the guarantees executed in connection therewithNon-Recourse Indebtedness; (d) Indebtedness for Borrowed Money secured incurred by Permitted LiensBorrower or any Subsidiary to finance the acquisition of property (whether pursuant to a loan, financing lease or otherwise) in the ordinary course of business not exceeding in aggregate principal amount at any one time outstanding of $1,000,000; (e) Subordinated Indebtedness;the 1996 Senior Notes; and (f1) Non-Recourse Indebtedness in the amount of $950,000 incurred by ICF Xxxxxx Participacoes Ltda. in order to complete the IESA Investment; (2) Non-Recourse Indebtedness incurred by IESA and/or ICF Xxxxxx Participacoes Ltda. following the IESA Investment; and (3) Indebtedness for Borrowed Money and other Debt of IESA existing as of the Borrowers existing on the date hereof and reflected on the financial statements furnished pursuant to Section 4.1.11 (Financial Condition); (g) Guarantees by any Borrower of Indebtedness for Borrowed Money otherwise permitted hereunder of any other Borrower; (h) Refinancing of any of the amounts listed closing of the IESA Investment; provided that in clauses each of (c1), (2) and (d3) above and -------- above, neither the Borrower nor any Subsidiary other than ICF Xxxxxx Brazil Holdings, ICF Xxxxxx Participacoes Ltda., or IESA shall be permitted (x) to have any guarantee obligation in this clause (h), provided the amount as refinanced does not exceed the original principal amount (respect of such Indebtedness or commitment with respect thereto) of the Indebtedness for Borrowed Money so refinanced and on terms not materially less favorable to the applicable Borrowers and do not result in a Default or Event of Default; (i) Indebtedness for Borrowed Money represented by Capitalized Leases Debt otherwise permitted by this Agreement and subsection or (jy) other to pledge or grant any lien or encumbrances on any assets as collateral or security with respect to such Indebtedness for Borrowed Money in an amount not to exceed in the aggregate for the Parent and its Subsidiaries at any time outstanding, the sum of Five Million Dollars ($5,000,000) (or the equivalent thereof in any other currency, as applicable), which Indebtedness for Borrowed Money shall not be securedDebt otherwise permitted by this subsection.

Indebtedness for Borrowed Money. None of the Borrowers will createThe Company shall not, nor shall it permit any Subsidiary to, issue, incur, assume assume, create or suffer to exist have outstanding any Indebtedness for Borrowed Money or permit any Subsidiary Money; provided, however, that the foregoing shall not restrict nor operate to do so, except: prevent: (a) the Obligations; Obligations of the Company owing to the Bank and other indebtedness and obligations of the Company or any Subsidiary from time to time owing to the Bank; (b) current accounts payable arising purchase money indebtedness and Capitalized Lease Obligations secured by Xxxxx permitted by Section 7.8(d) hereof in an aggregate amount not to exceed $350,000 at any one time outstanding; (c) intercompany indebtedness from time to time owing to the Company by any Domestic Subsidiary which is a Guarantor hereunder in the ordinary course; (c) the Senior Notes and the guarantees executed in connection therewith; course of business; (d) [Reserved]intercompany indebtedness from time to time owing by any Foreign Subsidiary to the Company or any Domestic Subsidiary; (e) indebtedness from time to time owing by any Foreign Subsidiary to any third-party financial institution in an aggregate amount not to exceed the U.S. Dollar equivalent of $3,000,000 at any one time outstanding; (f) unsecured indebtedness issued by the Company and its Subsidiaries with respect to the 3.96% Senior Notes due August 1, 2020 issued under that certain NoteAmended and Restated Note Purchase and Private Shelf Agreement dated as of NovemberMay 1215, 20102020 (the “Note Agreement”), and any other unsecured indebtedness issued by the Company and its Subsidiaries from time to time, provided that the aggregate principal amount of all indebtedness permitted under this subsection shall not to exceed $50,000,00075,000,000 at any one time outstanding and, in connection with any such indebtedness issued after the date hereof, no Default or Event of Default shall exist at the time of such issuance or shall arise as a consequence thereof; and (g) unsecured Indebtedness for Borrowed Money secured by Permitted Liens; (e) Subordinated Indebtedness; (f) Indebtedness for Borrowed Money of the Borrowers existing on the date hereof and reflected on the financial statements furnished pursuant to Section 4.1.11 (Financial Condition); (g) Guarantees by any Borrower of Indebtedness for Borrowed Money otherwise permitted hereunder of any other Borrower; (h) Refinancing of any of the amounts listed in clauses (c) and (d) above and in this clause (h), provided the amount as refinanced does not exceed the original principal amount (or commitment with respect thereto) of the Indebtedness for Borrowed Money so refinanced and on terms not materially less favorable to the applicable Borrowers and do not result in a Default or Event of Default; (i) Indebtedness for Borrowed Money represented by Capitalized Leases otherwise permitted by this Agreement and (j) other Indebtedness for Borrowed Money in an amount Section aggregating not to exceed in the aggregate for the Parent and its Subsidiaries more than $350,000 at any one time outstanding, the sum of Five Million Dollars ($5,000,000) (or the equivalent thereof in any other currency, as applicable), which Indebtedness for Borrowed Money shall not be secured.

Indebtedness for Borrowed Money. None The Borrowers shall not, nor shall they permit any of the Borrowers will createRestricted Subsidiaries to, issue, incur, assume assume, create or suffer to exist have outstanding any Indebtedness for Borrowed Money or permit any Subsidiary Money; provided, however, that the foregoing shall not restrict nor operate to do so, exceptprevent: (a) the ObligationsObligations and Hedging Liability of the Borrowers and Restricted Subsidiaries owing to the Agent and the Lenders (and their Affiliates); (b) current accounts payable arising in the ordinary courseobligations listed and described on Schedule 7.10 attached hereto and guarantees specifically permitted by Section 7.12 hereof; (c) Indebtedness of the Senior Notes Company to Restricted Subsidiaries, of Restricted Subsidiaries to the Company and of Restricted Subsidiaries to Restricted Subsidiaries provided that the guarantees executed in connection therewithaggregate amount of such indebtedness of EMCOR U.K. Limited and its Restricted Subsidiaries shall be limited to $50,000,000 at any one time outstanding; (d) Indebtedness obligations consisting of deferred payment obligations of the Company and any of the Restricted Subsidiaries for Borrowed Money secured insurance premiums or incurred by Permitted LiensCompany or any of its Restricted -44- Subsidiaries in respect of funds borrowed for the payment of such premiums in either case in the ordinary course of business and consistent with past practices; (e) Subordinated Indebtednessguarantees of Indebtedness for Borrowed Money of, or Performance Guarantees given by, Foreign Subsidiaries and Nesma EMCOR Company Ltd. and guarantees of or incurrence of liability for letters of credit supporting Indebtedness for Borrowed Money of Persons in which the Company and the Restricted Subsidiaries are permitted to invest pursuant to subsections (n) and (o) of Section 7.12; provided that the aggregate amount of Indebtedness for Borrowed Money and of Performance Guarantees so permitted to be incurred, guaranteed or supported pursuant to the provisions of this subsection (e) shall not exceed $50,000,000 at any one time outstanding less the amount invested pursuant to Section 7.12(q) hereof; (f) Indebtedness for Borrowed Money of the Borrowers existing on Company and its Restricted Subsidiaries not otherwise permitted by this Section in an amount not to exceed $300,000,000 in the date hereof and reflected on the financial statements furnished pursuant to Section 4.1.11 (Financial Condition)aggregate at any one time outstanding; (g) Guarantees liabilities in respect of letters of credit not otherwise permitted by this Section 7.10 if payment of such letters of credit is fully supported by a Letter of Credit; (h) indebtedness under Interest Rate Protection and Other Hedging Agreements entered into to hedge a risk of the Company and/or its Restricted Subsidiaries and not for speculation; (i) indebtedness of any Borrower Person existing at the time such Person becomes a Restricted Subsidiary or assumed in connection with the acquisition of assets of such Person and not incurred in contemplation of such Person being acquired or becoming a Restricted Subsidiary or such assets being acquired provided the aggregate amount of such indebtedness permitted pursuant to this Section 7.10(i) shall not exceed $20,000,000 at any one time outstanding; (j) any renewals, extensions or replacements of Indebtedness for Borrowed Money otherwise permitted hereunder of any other Borrower; (h) Refinancing of any of the amounts listed under this Section 7.10 in clauses (c) and (d) above and an aggregate amount not in this clause (h), provided the amount as refinanced does not exceed the original principal amount (or commitment with respect thereto) excess of the Indebtedness for Borrowed Money so refinanced and on terms not materially less favorable to the applicable Borrowers and do not result in a Default being renewed, extended or Event of Defaultreplaced; (ik) Indebtedness obligations arising out of agreements with respect to the issuance of credit cards or debit cards to employees of the Company or any Restricted Subsidiary for Borrowed Money represented use in connection with the business and affairs of such entities; (l) obligations arising out of agreements with respect to the execution or processing of electronic transfer of funds by Capitalized Leases automatic clearing house transfer, wire transfer, or otherwise permitted by this Agreement to or from any deposit account of the Company or any Restricted Subsidiary, the acceptance for deposit or the honoring for payment of any check, draft, or other item with respect to any such deposit accounts, and other deposit disbursement, and cash management services afforded to the Company and/or any Restricted Subsidiary; and (jm) other Indebtedness for Borrowed Money indebtedness resulting from a change in an amount not to exceed in GAAP, if any, that requires real estate and equipment leases of the aggregate for the Parent Company and its Restricted Subsidiaries at any time outstanding, the sum of Five Million Dollars ($5,000,000) (or the equivalent thereof in any other currency, as applicable), which Indebtedness for Borrowed Money shall not to be securedreclassified from operating leases to Capital Leases.

Indebtedness for Borrowed Money. None of the Borrowers will createThe Borrower shall not, incur, assume or and shall not suffer to exist any Indebtedness for Borrowed Money or permit any Subsidiary to do soGuarantor to, except: (a) incur any indebtedness for borrowed money other than the Obligations; , excluding however (bi) current accounts payable arising in any Operating Obligations; (ii) any indebtedness for borrowed money of the ordinary course; (c) the Senior Notes and the guarantees executed in connection therewith; (d) Indebtedness for Borrowed Money Borrower or any Guarantor secured by a Permitted Liens; Encumbrance; (eiii) Subordinated Indebtedness; (f) Indebtedness for Borrowed Purchase Money Obligations of the Borrowers existing on Borrower or any Guarantor secured by Purchase Money Mortgages which are Permitted Encumbrances; (iv) ordinary course trade payables of the date hereof Borrower or any Guarantor; (v) indebtedness incurred by the Trust under Convertible Debentures; (vi) any indebtedness owed by the Borrower to a Guarantor; (vii) any indebtedness owed by a Guarantor to the Borrower or to another Guarantor; and reflected on the financial statements furnished pursuant to Section 4.1.11 (Financial Condition); (gviii) Guarantees by any Borrower of Indebtedness indebtedness for Borrowed Money otherwise permitted hereunder of any other Borrower; (h) Refinancing of borrowed money not included within any of the amounts listed in clauses foregoing provided such indebtedness is not secured by any Security Interest and that the aggregate amount of all such indebtedness for borrowed money pursuant to this item (cviii) and (d) above and in this clause (h), provided the amount as refinanced does not exceed at the original time that it is incurred an aggregate principal amount equal to five (or commitment with respect thereto5%) percent of the Indebtedness for Borrowed Money so refinanced and on terms not materially less favorable to the applicable Borrowers and do not result in a Default or Event of Default; (i) Indebtedness for Borrowed Money represented by Capitalized Leases otherwise permitted by this Agreement and (j) other Indebtedness for Borrowed Money in an amount not to exceed in the aggregate for the Parent and its Subsidiaries at any time outstanding, the sum of Five Million Dollars ($5,000,000) (or the equivalent thereof in any other currency, as applicable), which Indebtedness for Borrowed Money shall not be securedthen current Borrowing Base Limit.

Indebtedness for Borrowed Money. None of the Borrowers will createThe Borrower shall not, nor shall it permit any Subsidiary to, issue, incur, assume assume, create or suffer to exist have outstanding any Indebtedness for Borrowed Money or permit any Subsidiary Money; PROVIDED, HOWEVER, that the foregoing shall not restrict nor operate to do so, exceptprevent: (a) the ObligationsObligations of the Borrower or any Subsidiary owing to the Agent and the Banks hereunder or under the other Collateral Documents; (b) current accounts payable arising purchase money indebtedness (including, for purposes hereof, indebtedness assumed by the Borrower or any Subsidiary in an Acquisition or Client Services Arrangement permitted by this Agreement secured by fixed assets being acquired) and Capitalized Lease Obligations of the ordinary courseBorrower and of its Subsidiaries in an aggregate amount not to exceed $10,000,000 at any one time outstanding; (c) obligations of the Senior Notes Borrower arising out of interest rate and foreign currency and commodity hedging agreements entered into with financial institutions in the guarantees executed in connection therewithordinary course of business; (d) Indebtedness for Borrowed Money secured guaranties expressly permitted by Permitted LiensSection 8.9 hereof; (e) Subordinated Indebtednessindebtedness from time to time owing by the Borrower to any Subsidiary or by any Subsidiary to the Borrower or any other Subsidiary, in each case arising as a result of intercompany loans and advances permitted by Section 8.9 hereof; (f) Indebtedness for Borrowed Money indebtedness outstanding under the Original Credit Agreement which is owing to lenders other than the Banks party hereto, which is paid and satisfied in full out of proceeds of the Borrowers existing on the date hereof and reflected on the financial statements furnished pursuant to Section 4.1.11 (Financial Condition)initial Credit Event hereunder; (g) Guarantees other indebtedness existing on the date of this Agreement and described on Schedule 8.7 attached hereto and made a part hereof, as reduced from time to time by repayments thereof, and any Borrower of Indebtedness for Borrowed Money otherwise permitted hereunder refinancing of any other Borrower;of the same that does not increase the principal amount thereof; and (h) Refinancing of any additional indebtedness of the amounts listed in clauses (c) Borrower and (d) above and in this clause (h), provided the amount as refinanced does not exceed the original principal amount (or commitment with respect thereto) of the Indebtedness for Borrowed Money so refinanced and on terms not materially less favorable to the applicable Borrowers and do not result in a Default or Event of Default; (i) Indebtedness for Borrowed Money represented by Capitalized Leases otherwise permitted by this Agreement and (j) other Indebtedness for Borrowed Money its Subsidiaries in an aggregate amount not to exceed in the aggregate for the Parent and its Subsidiaries $10,000,000 at any one time outstandingoutstanding (of which, not more than $5,000,000 at any one time outstanding may be secured and, to the sum extent secured, secured only by unencumbered fixed assets of Five Million Dollars ($5,000,000) (the Borrower or the equivalent thereof in any other currency, as applicablerelevant Subsidiary), which Indebtedness for Borrowed Money shall not be secured.

Indebtedness for Borrowed Money. None of the Borrowers will createCreate, incurassume, assume or otherwise become or remain obligated in respect of, or permit or suffer to exist or to be created, assumed or incurred or to be outstanding any Indebtedness for Borrowed Money or permit any Subsidiary Borrowed, except that this Section shall not apply to do so, except: (a) Indebtedness for Money Borrowed represented by the Obligations; Loans and the Notes, (b) current accounts payable arising the Indebtedness set forth on Schedule 7.01(g), (c) reasonable and customary business expenses incurred in the ordinary course; (c) course of Borrower's or its Subsidiaries' businesses and trade debt incurred in the Senior Notes and the guarantees executed in connection therewith; ordinary course of business, (d) Indebtedness for Borrowed Money secured by Permitted Liens; , and (e) Subordinated Indebtedness; (f) intracompany Indebtedness for Borrowed Money of from the Borrowers existing on the date hereof and reflected on the financial statements furnished pursuant Borrower to Section 4.1.11 (Financial Condition); (g) Guarantees by any Borrower of Indebtedness for Borrowed Money otherwise permitted hereunder of any other Borrower; (h) Refinancing of any of the amounts listed in clauses (c) and (d) above and in this clause (h)its Subsidiaries or between Subsidiaries which do not, provided the amount as refinanced does not exceed the original principal amount (or commitment with respect thereto) of the Indebtedness for Borrowed Money so refinanced and on terms not materially less favorable to the applicable Borrowers and do not result in a Default or Event of Default; (i) Indebtedness for Borrowed Money represented by Capitalized Leases otherwise permitted by this Agreement and (j) other Indebtedness for Borrowed Money in an amount not to exceed in the aggregate for the Parent all Subsidiaries, exceed Two Million and its Subsidiaries at any time outstanding, the sum of Five Million No/100 Dollars ($5,000,0002,000,000.00) at any one time and which are made in the ordinary course of Borrower's and the Subsidiaries' businesses as currently conducted or has otherwise been approved by the Required Lenders; [PROVIDED, HOWEVER, that such Indebtedness described in subparagraph (d) that is owing by the Borrower or any of its Subsidiaries to an Affiliate thereof shall be subordinated to the equivalent thereof Obligations on terms and conditions satisfactory to the Agent in any other currency, as applicable), which Indebtedness for Borrowed Money its sole discretion] and provided further that the foregoing shall not be securedprohibit Subsidiaries from lending to the Borrower.

Indebtedness for Borrowed Money. None of the Borrowers will The Borrower shall not create, incurassume, assume incur or suffer otherwise become or remain obligated in respect of, or permit to exist be outstanding, and the Borrower shall not permit any of its Restricted Subsidiaries to create, assume, incur or otherwise become or remain obligated in respect of or permit to be outstanding, any Indebtedness for Money Borrowed Money or permit any Subsidiary to do so, except: (a) the Obligations; (b) current accounts payable arising in Indebtedness existing as of the ordinary courseAgreement Date as described on Schedule 6 attached hereto; (c) obligations under Interest Hedge Agreements in respect of the Senior Notes and the guarantees executed in connection therewithLoans; (d) Capitalized Lease Obligations, Purchase Money Security Interests and other Indebtedness for Money Borrowed of the Borrower and the Restricted Subsidiaries (including, without duplication, Guarantees); provided, that (i) no Default or Event of Default exists prior to or after giving effect to the occurrence thereof, and (ii) the aggregate amount of all such other Capitalized Lease Obligations, Purchase Money secured by Security Interests and Indebtedness for Money Borrowed does not at the time of the incurrence in the aggregate exceed fifteen percent (15%) of Maximum Permitted LiensIndebtedness; (e) Subordinated Indebtedness; (f) Indebtedness for Borrowed Money of the Borrowers existing on the date hereof and reflected on the financial statements furnished pursuant to Section 4.1.11 (Financial Condition); (g) Guarantees by any Borrower of Indebtedness for Borrowed Money otherwise permitted hereunder of any other Borrower; (h) Refinancing of any of the amounts listed in clauses (c) and (d) above and in this clause (h), provided the amount as refinanced does not exceed the original principal amount (or commitment with respect thereto) of the Indebtedness for Borrowed Money so refinanced and on terms not materially less favorable owed to the applicable Borrowers and do not result in a Default Borrower or Event of Default; (i) Indebtedness for Borrowed Money represented by Capitalized Leases otherwise permitted by this Agreement any Restricted Subsidiary; and (j) other Indebtedness for Borrowed Money in an amount not to exceed in the aggregate for the Parent and its Subsidiaries at any time outstanding, the sum of Five Million Dollars ($5,000,000) (or the equivalent thereof in any other currency, as applicable), which Indebtedness for Borrowed Money shall not be secured.

Indebtedness for Borrowed Money. None Incur, or permit to exist, any indebtedness for borrowed money except (i) indebtedness incurred pursuant to borrowings or other extensions of credit hereunder, (ii) purchase money indebtedness (y) secured by Liens described in Section 7.2(iv) hereof which has an annual debt service requirement of not more than $8,000,000 in the aggregate inclusive of the Borrowers will create, incur, assume or suffer annual amounts expended by the Borrower for operating leases pursuant to exist any Indebtedness for Borrowed Money or permit any Subsidiary to do so, except: Section 7.7 hereof and (az) the Obligations; (b) current accounts payable arising in the ordinary course; (c) the Senior Notes and the guarantees executed incurred in connection therewith; with New Warehouse CapEx, as defined in Section 6.5 hereof, (diii) Indebtedness for Borrowed Money secured by Permitted Liens; (e) Subordinated Indebtedness; (f) Indebtedness for Borrowed Money of the Borrowers indebtedness existing on the date hereof of this Agreement and reflected on in the financial statements furnished pursuant referred to in Section 4.1.11 3.1 hereof and extensions, renewals and refinancings thereof (Financial Conditionwithout increase in principal amount); , (giv) Guarantees indebtedness incurred in the ordinary course of business inclusive of trade payables but exclusive of that incurred in the borrowing of money and provided such trade payables shall be paid or discharged when due unless same are included as loans by any the Borrower of Indebtedness for Borrowed Money otherwise permitted hereunder of any other Borrower; under Section 7.3(vii) hereof, (hv) Refinancing of any Subordinated Indebtedness, (vi) indebtedness incurred by the Foreign Subsidiaries to institutional lenders not to exceed (x) $30,000,000 in the aggregate outstanding prior to the effective date of the amounts listed DT Electronics Limited Acquisition referred to in clauses the Third Amendment of the Prior Agreement, (cy) $35,000,000 in the aggregate prior to the date of this Agreement and (dz) above $40,000,000 in the aggregate after the date of this Agreement, and in this clause (h), provided the amount as refinanced does not exceed the original principal amount (or commitment with respect thereto) of the Indebtedness for Borrowed Money so refinanced and on terms not materially less favorable to the applicable Borrowers and do not result in a Default or Event of Default; (i) Indebtedness for Borrowed Money represented by Capitalized Leases otherwise permitted by this Agreement and (jvii) other Indebtedness for Borrowed Money in an amount indebtedness which shall not to exceed in the aggregate for the Parent Borrower and its Subsidiaries all Domestic Subsidiaries, at any time outstanding, the sum of Five Million Dollars ($5,000,000) (or the equivalent thereof in any other currency, as applicable), which Indebtedness for Borrowed Money shall not be secured1,000,000.

Indebtedness for Borrowed Money. None of the Borrowers The Company will createnot, nor will it permit any Subsidiary to, issue, incur, assume assume, create or suffer to exist have outstanding any Indebtedness for Borrowed Money or permit any Subsidiary Money; provided, however, that the foregoing provisions shall not restrict nor operate to do so, exceptprevent: (a) the indebtedness of the Company on the Notes and other Obligations; (b) current accounts payable arising Capitalized Lease Obligations in the ordinary coursean aggregate amount not to exceed $1,500,000 at any one time outstanding; (c) Capitalized Lease Obligations of any Subsidiary which has become a Subsidiary as a result of an Acquisition permitted by Section 8.14 hereof if such Capitalized Lease Obligation was entered into prior to the Senior Notes Acquisition of such Subsidiary and the guarantees executed was not created in connection therewithcontemplation of such Acquisition; (d) Indebtedness for Borrowed Money purchase money indebtedness secured by Permitted LiensLiens permitted by Section 8.12(d) hereof in an aggregate amount not to exceed $2,000,000 at any one time outstanding; (e) purchase money indebtedness (other than purchase money indebtedness permitted by Section 8.11(d) hereof) of any Subsidiary which has become a Subsidiary as a result of an Acquisition permitted by Section 8.14 hereof if such indebtedness was created prior to the Acquisition of such Subsidiary and was not created in contemplation of such Acquisition; (f) the currently outstanding indebtedness described on Exhibit C hereof if and so long as such indebtedness is Subordinated Indebtedness; (f) Indebtedness for Borrowed Money of the Borrowers existing on the date hereof and reflected on the financial statements furnished pursuant to Section 4.1.11 (Financial Condition); (g) Guarantees unsecured Subordinated Indebtedness incurred to finance Acquisitions permitted by any Borrower of Indebtedness for Borrowed Money otherwise permitted hereunder of any other BorrowerSection 8.14 hereof; (h) Refinancing of any unsecured indebtedness of the amounts listed Company to Finova Capital in clauses (c) and (d) above and in this clause (h), provided the amount as refinanced does not exceed the original an aggregate principal amount (or commitment with respect thereto) of the Indebtedness for Borrowed Money so refinanced and on terms not materially less favorable to the applicable Borrowers and do not result in a Default or Event of Default;exceed $5,000,000 at any one time outstanding; and (i) Indebtedness for Borrowed Money represented by Capitalized Leases indebtedness not otherwise permitted by this Agreement and (j) other Indebtedness for Borrowed Money in an amount Section aggregating not to exceed in the aggregate for the Parent and its Subsidiaries more than $500,000 at any one time outstanding, the sum of Five Million Dollars ($5,000,000) (or the equivalent thereof in any other currency, as applicable), which Indebtedness for Borrowed Money shall not be secured.

Indebtedness for Borrowed Money. None The Company will not permit ------------------------------- any of the Borrowers will create, incur, assume or suffer its Subsidiaries to exist incur any Indebtedness for Borrowed Money or permit any Subsidiary to do soMoney, except: (a) the ObligationsLoans; (b) current accounts payable arising in Indebtedness for Borrowed Money listed on Schedule VIII, including any replacements, extensions or renewals thereof up to an amount not to exceed the ordinary courseprincipal amount thereof listed on such Schedule; (c) Indebtedness for Borrowed Money described in clause (e) of the Senior Notes and definition thereof in an aggregate amount not to exceed at any time $50,000,000 for all of the guarantees executed in connection therewithCompany's Subsidiaries combined; (d) Indebtedness for Borrowed Money secured by Permitted Liens;incurred in connection with the acquisition of all or substantially all the capital stock or assets of a non-U.S. Person or division thereof, in the case of a purchase or acquisition of assets; provided that following such acquisition the only -------- Persons having any obligation with respect to such Indebtedness for Borrowed Money (other than obligations under a Guarantee issued with respect thereto and otherwise permitted under subsection 8.5) are such non- U.S. Person, a special purpose company formed for the purpose of such acquisition or both; and provided further, that the amount of such -------- ------- Indebtedness for Borrowed Money, when aggregated with any Indebtedness for Borrowed Money of such non-U.S. Person assumed or otherwise acquired in connection with such acquisition, does not exceed $150,000,000; and (e) Subordinated Indebtedness; (f) Indebtedness for Borrowed Money which, when aggregated with the principal amount or purchase price of any Accounts Receivable Financing of the Borrowers existing on Company's Subsidiaries permitted under subsection 8.15 does not exceed an amount for the date hereof Company and reflected on its Subsidiaries combined equal to $150,000,000; provided that in no event shall the financial statements furnished pursuant to Section 4.1.11 Company's U.S. -------- Subsidiaries incur Indebtedness for Borrowed Money which, when combined with the principal amount or purchase price of any Accounts Receivable Financing of the Company's Subsidiaries permitted under subsection 8.15, exceeds $100,000,000 in the aggregate for all such U.S. Subsidiaries. Indebtedness for Borrowed Money incurred under one of the exceptions listed (Financial Condition); a) through (gc) Guarantees by any Borrower above, inclusive, shall not reduce the amount of Indebtedness for Borrowed Money otherwise permitted hereunder of any other Borrower; (h) Refinancing of that may be incurred under any of the amounts listed in clauses (c) and (d) above and in this clause (h), provided the amount as refinanced does not exceed the original principal amount (or commitment with respect thereto) of the Indebtedness for Borrowed Money so refinanced and on terms not materially less favorable to the applicable Borrowers and do not result in a Default or Event of Default; (i) Indebtedness for Borrowed Money represented by Capitalized Leases otherwise permitted by this Agreement and (j) other Indebtedness for Borrowed Money in an amount not to exceed in the aggregate for the Parent and its Subsidiaries at any time outstanding, the sum of Five Million Dollars ($5,000,000) (or the equivalent thereof in any other currency, as applicable), which Indebtedness for Borrowed Money shall not be securedexceptions.

Indebtedness for Borrowed Money. None of the Borrowers will createThe Company shall not, nor shall it permit any Subsidiary to, issue, incur, assume assume, create or suffer to exist have outstanding any Indebtedness for Borrowed Money or permit any Subsidiary Money; provided, however, that the foregoing shall not restrict nor operate to do so, exceptprevent: (a) the Obligations;Obligations of the Company owing to the Bank and other indebtedness and obligations of the Company or any Subsidiary from time to time owing to the Bank; ‑37‑ (b) current accounts payable arising purchase money indebtedness and Capitalized Lease Obligations secured by Liens permitted by Section 7.8(d) hereof in the ordinary coursean aggregate amount not to exceed $250,000350,000 at any one time outstanding; (c) intercompany indebtedness from time to time owing to the Senior Notes and Company by any Domestic Subsidiary which is a Guarantor hereunder in the guarantees executed in connection therewithordinary course of business; (d) Indebtedness for Borrowed Money secured by Permitted Liensindebtedness from time to time owing under the Blue Mountain L/C; [Reserved]; (e) Subordinated Indebtednessindebtedness from time to time owing by any Foreign Subsidiary to any third-party financial institution in an aggregate amount not to exceed the U.S. Dollar equivalent of $2,000,0003,000,000 at any one time outstanding; (f) unsecured indebtedness issued by the Company with respect to the 6.55% Senior Notes due April 15, 2013 issued under that certain Note Purchase Agreement dated as of April 15, 1998, unsecured indebtedness issued by the Company with respect to the 5.89% Senior Notes due October 15, 2015 issued under that certain Note Agreement dated as of December 16, 2005, unsecured indebtedness issued by the Companyand its Subsidiaries with respect to the 3.96% Senior Notes due August 1, 2020 issued under that certain Note Purchase Agreement dated as of November 12, 2010, and any other unsecured indebtedness issued by the Company and its Subsidiaries from time to time, provided that the aggregate principal amount of all indebtedness permitted under this subsection shall not to exceed $50,000,000 at any one time outstanding and, in connection with any such indebtedness issued after the date hereof, no Default or Event of Default shall exist at the time of such issuance or shall arise as a consequence thereof; and (g) unsecured Indebtedness for Borrowed Money of the Borrowers existing on the date hereof and reflected on the financial statements furnished pursuant to Section 4.1.11 (Financial Condition); (g) Guarantees by any Borrower of Indebtedness for Borrowed Money otherwise permitted hereunder of any other Borrower; (h) Refinancing of any of the amounts listed in clauses (c) and (d) above and in this clause (h), provided the amount as refinanced does not exceed the original principal amount (or commitment with respect thereto) of the Indebtedness for Borrowed Money so refinanced and on terms not materially less favorable to the applicable Borrowers and do not result in a Default or Event of Default; (i) Indebtedness for Borrowed Money represented by Capitalized Leases otherwise permitted by this Agreement and (j) other Indebtedness for Borrowed Money in an amount Section aggregating not to exceed in the aggregate for the Parent and its Subsidiaries more than $250,000350,000 at any one time outstanding, the sum of Five Million Dollars ($5,000,000) (or the equivalent thereof in any other currency, as applicable), which Indebtedness for Borrowed Money shall not be secured.

Indebtedness for Borrowed Money. None of the Borrowers will createThe Borrower shall not, nor shall it permit any Subsidiary to, issue, incur, assume assume, create or suffer to exist have outstanding any Indebtedness for Borrowed Money or permit any Subsidiary Money; provided, however, that the foregoing shall not restrict nor operate to do so, exceptprevent: (a) the ObligationsObligations of the Borrower owing to the Agent and the Banks hereunder; (b) current accounts payable arising purchase money indebtedness and Capitalized Lease Obligations (including purchase money indebtedness and Capitalized Lease Obligations incurred in connection with the ordinary courseacquisition of real property) of the Borrower and of its Subsidiaries in an aggregate amount not to exceed $40,000,000 at any one time outstanding; (c) obligations of the Senior Notes and Borrower arising out of interest rate hedging agreements entered into with financial institutions in the guarantees executed in connection therewithordinary course of business; (d) Indebtedness for Borrowed Money secured guaranties expressly permitted by Permitted LiensSection 8.9 hereof; (e) Subordinated Indebtednessindebtedness from time to time owing by the Borrower to any Subsidiary or by any Subsidiary to the Borrower or any other Subsidiary; (f) Indebtedness for Borrowed Money unsecured Subordinated Debt of the Borrowers existing on the date hereof and reflected on the financial statements furnished pursuant to Section 4.1.11 (Financial Condition)Borrower; (g) Guarantees by any Borrower indebtedness outstanding under the Existing Credit Agreements which is paid and satisfied in full out of Indebtedness for Borrowed Money otherwise permitted hereunder proceeds of any other Borrowerthe initial Credit Event hereunder; (h) Refinancing other indebtedness existing on the date of any of the amounts listed in clauses (c) this Agreement and (d) above described on Schedule 8.7 attached hereto and in this clause (h)made a part hereof, provided the amount as refinanced does not exceed the original principal amount (or commitment with respect thereto) of the Indebtedness for Borrowed Money so refinanced and on terms not materially less favorable reduced from time to the applicable Borrowers and do not result in a Default or Event of Default;time by repayments thereof; and (i) Indebtedness for Borrowed Money represented by Capitalized Leases other indebtedness of the Borrower and its Subsidiaries not otherwise permitted by this Agreement and (j) other Indebtedness for Borrowed Money Section in an aggregate amount not to exceed in the aggregate for the Parent and its Subsidiaries $1,000,000 at any one time outstanding, the sum of Five Million Dollars ($5,000,000) (or the equivalent thereof in any other currency, as applicable), which Indebtedness for Borrowed Money shall not be secured.

Indebtedness for Borrowed Money. None of The Borrowers and the Borrowers will createHub Partnerships shall not, nor shall the Public Hub Company permit any Subsidiary to, issue, incur, assume assume, create or suffer to exist have outstanding any Indebtedness for Borrowed Money or permit any Subsidiary Money; PROVIDED, HOWEVER, that the foregoing shall not restrict nor operate to do so, exceptprevent: (a) the Obligations; (b) current accounts payable arising purchase money indebtedness and Capitalized Lease Obligations secured by Liens permitted by Section 6.12(d) hereof in the ordinary coursean aggregate amount not to exceed $30,000,000 at any one time outstanding; (c) the Senior Notes and the guarantees executed in connection therewithindebtedness permitted by Section 6.13(l) hereof; (d) Indebtedness for Borrowed Money secured unsecured indebtedness evidenced by Permitted Liensthe Dividend Notes; (e) Subordinated Indebtednessinterest rate protection, currency swap and foreign exchange arrangements entered into in connection with bona fide hedging operations; (f) Indebtedness for Borrowed Money performance bonds and surety or appeal bonds obtained in the ordinary course of the Borrowers existing on the date hereof and reflected on the financial statements furnished pursuant to Section 4.1.11 (Financial Condition)business; (g) Guarantees the unsecured indebtedness evidenced by any Borrower of Indebtedness for Borrowed Money otherwise permitted hereunder of any other Borrowerthe Senior Credit Agreement (in an aggregate amount not to exceed $100,000,000); (h) Refinancing the unsecured indebtedness (in an aggregate amount not to exceed $50,000,000) on the Senior Note Offering, the proceeds of any which are to be used to make the mandatory prepayment pursuant to Section 2.6 hereof; (i) the currently outstanding unsecured indebtedness of Hub Holdings incurred in connection with the amounts listed acquisition of Quality Intermodal Corporation in clauses the approximate amount of $6,000,000; (cj) and the currently outstanding unsecured indebtedness evidenced by the $2,000,000 promissory note made by Hub Group, Inc. in favor of American President Lines, Inc., due May 2, 1999; (dk) above and in this clause (h)indebtedness of Hub Group Associates, Inc. on its line of credit with Cass Bank & Trust provided the aggregate principal amount as refinanced outstanding thereon does not exceed the original principal amount $5,000,000 at any one time; (l) indebtedness assumed in an acquisition permitted by Section 6.13(m) hereof provided such indebtedness is not incurred in connection with or commitment with respect theretoin contemplation of such acquisition; (m) initial or successive refinancings of (but not any increases in) the Indebtedness for Borrowed Money so refinanced listed in subsections (d), (g), (h), (i), (j), (k) and (l) above on terms not materially less favorable to and conditions on the applicable Borrowers and do not result whole no more burdensome in a Default or Event of Defaultany material respect on the relevant obligors; (in) Indebtedness for Borrowed Money represented by Capitalized Leases otherwise investments permitted by this Agreement Section 6.13(g) hereof; and (jo) other Indebtedness for Borrowed Money in an amount indebtedness of the Hub Group aggregating not to exceed in the aggregate for the Parent and its Subsidiaries more than $10,000,000 at any one time outstanding, the sum of Five Million Dollars ($5,000,000) (or the equivalent thereof in any other currency, as applicable), which Indebtedness for Borrowed Money shall not be secured.