Common use of Subsidiary Guarantors Clause in Contracts

Subsidiary Guarantors. The Company will take, and will cause each of its Subsidiaries to take, such actions from time to time as shall be necessary to ensure that Qualified Domestic Assets at all times from and after the Existing Credit Agreement Effective Date have a book value at least equal to the Minimum Qualified Domestic Asset Amount. Accordingly, and without limiting the generality of the foregoing, if the Company or any of its direct or indirect Subsidiaries shall form or acquire any Subsidiary after the Restatement Effective Date, the Company, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assets. If such new Subsidiary (alone or together with other Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors) owns, or at any time after the Existing Credit Agreement Effective Date one or more Subsidiaries (including any such new Subsidiary) which are not at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding (x) ATS, ALC and Macrolink only so long as they do not collectively own assets having a book value in excess of the Allowed Exclusion Amount, and (y) Interturbine, Inc., a Domestic Subsidiary of Interturbine Projekt Management GmbH, a German limited liability company, only until April 1, 2013) individually or collectively own, assets having a book value exceeding the product of (i) 10.0% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets (a “Qualified Domestic Asset Trigger Event”), the Company will, to the extent necessary to ensure that Qualified Domestic Assets at the time have a book value at least equal to the Minimum Qualified Domestic Asset Amount, cause one or more Domestic Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors at the time (each an “Affected Subsidiary”; provided that in no event shall any member of the TSI/Xxxxxxxxx Group be required to become an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets), and cause each Affected Subsidiary:

Subsidiary Guarantors. The If any Subsidiary of the Company will takeshall guarantee any obligation of the Company evidenced by bonds, and will debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses by the Company (other than the Existing Credit Facility, (each such obligation a "Debt Security") the Company shall (i) cause each of (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of its Subsidiaries assets concurrently to takebecome a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee (a "Subsidiary Guarantee") all of the Company's obligations under the Securities and this Indenture on a senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, to the same extent as the Subsidiary referred to above in (1) guaranteed such actions from time other Debt Securities and (ii) cause an Opinion of Counsel to time as be delivered to the Trustee to the effect that such supplemental indenture has been duly authorized and executed by each such Person and constitutes the valid, binding and enforceable obligation of each such Person (subject to customary exceptions concerning creditors' rights and equitable principles). Such supplemental indenture shall be necessary to ensure that Qualified Domestic Assets at all times from and after the Existing Credit Agreement Effective Date have a book value at least equal to the Minimum Qualified Domestic Asset Amount. Accordingly, and without limiting the generality executed by manual signature on behalf of each respective Subsidiary Guarantor by any one of such Subsidiary Guarantor's Chairman of the foregoingBoard of Directors, if Vice Chairman of the Company Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of its direct them have ceased to hold such offices prior to the execution and delivery of the supplemental indenture or indirect Subsidiaries shall form or acquire any Subsidiary after did not hold such offices at the Restatement Effective Date, the Company, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice date of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assets. If such new Subsidiary (alone or together with other Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors) owns, or at any time after the Existing Credit Agreement Effective Date one or more Subsidiaries (including any such new Subsidiary) which are not at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding (x) ATS, ALC and Macrolink only so long as they do not collectively own assets having a book value in excess of the Allowed Exclusion Amount, and (y) Interturbine, Inc., a Domestic Subsidiary of Interturbine Projekt Management GmbH, a German limited liability company, only until April 1, 2013) individually or collectively own, assets having a book value exceeding the product of (i) 10.0% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets (a “Qualified Domestic Asset Trigger Event”), the Company will, to the extent necessary to ensure that Qualified Domestic Assets at the time have a book value at least equal to the Minimum Qualified Domestic Asset Amount, cause one or more Domestic Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors at the time (each an “Affected Subsidiary”; provided that in no event shall any member of the TSI/Xxxxxxxxx Group be required to become an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets), and cause each Affected Subsidiary:supplemental indenture.

Subsidiary Guarantors. The Upon the execution of the Credit Facility, the Company will take, and will shall cause each Subsidiary of its Subsidiaries the Company that guarantees the Credit Facility concurrently to takebecome a Subsidiary Guarantor by executing a supplemental indenture in accordance with Section 11.01. For so long as the Credit Facility is outstanding, (a) if any other Subsidiary of the Company shall become a guarantor under the Credit Facility, the Company shall cause such actions from Subsidiary to concurrently become a Subsidiary Guarantor by executing a supplemental indenture in accordance with Section 11.01 and (b) if any Subsidiary of the Company ceases to be a Subsidiary Guarantor under the Credit Facility, then such Subsidiary shall cease to be a Subsidiary Guarantor hereunder. Upon the termination of the Credit Facility, except as described below, the Subsidiary Guarantors that had not previously ceased to be a Subsidiary Guarantor hereunder shall cease to be Subsidiary Guarantors hereunder. The form of supplemental indenture to be executed by new Subsidiary Guarantors is attached hereto as Exhibit C. In addition, if at any time to time as any indebtedness for borrowed money constituting senior indebtedness shall be necessary Guaranteed by any Subsidiary (including any Subsidiary that had previously been such Subsidiary Guarantor and was subsequently released from all obligations under this Article 16) of the Company and such Subsidiary is not a Subsidiary Guarantor of the Notes, the Company shall cause such Subsidiary to ensure become a Subsidiary Guarantor hereunder, except that Qualified Domestic Assets such Subsidiary shall not become a Subsidiary Guarantor hereunder if at all times from such time the Company’s Credit Facility is outstanding and after such Subsidiary is not added as a guarantor under the Existing Credit Agreement Effective Date have Facility; provided, however, that such exception shall expire when the Credit Facility ceases to be outstanding at which time such Subsidiary shall become a book value at least equal Subsidiary Guarantor hereunder if such indebtedness for borrowed money constituting senior indebtedness is then outstanding and Guaranteed by such Subsidiaries. If (a) any such Subsidiary which shall become a Subsidiary Guarantor of the Notes pursuant to the Minimum Qualified Domestic Asset Amountimmediately preceding sentence is released from its Guarantee of such senior indebtedness, or (b) if such senior indebtedness is no longer outstanding, then such Subsidiary shall cease to be a Subsidiary Guarantor hereunder. AccordinglyFor the avoidance of doubt, and without limiting a Subsidiary Guarantor may be released from its Guarantee of the generality Notes so long as contemporaneously therewith, it is also released as a Subsidiary Guarantor from all of the Company’s then outstanding senior indebtedness. In furtherance of the foregoing, a Subsidiary Guarantor may be released from its Guarantee of the Notes if such release allows the Company or any of Subsidiary Guarantor to be released from its direct or indirect Subsidiaries shall form or acquire any Subsidiary after the Restatement Effective Date, the Company, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description Guarantee of all of the assets Company’s then outstanding senior indebtedness and such Subsidiary Guarantor is subsequently released from its Guarantee of such new Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assetsoutstanding senior indebtedness. If such new a Subsidiary (alone or together with other Subsidiaries which are not Wholly-Owned Domestic Guarantor is no longer a Subsidiary Guarantors) owns, or at any time after the Existing Credit Agreement Effective Date one or more Subsidiaries (including any such new Subsidiary) which are not at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding (x) ATS, ALC and Macrolink only so long as they do not collectively own assets having a book value in excess of the Allowed Exclusion Amount, and (y) Interturbine, Inc., a Domestic Subsidiary of Interturbine Projekt Management GmbH, a German limited liability company, only until April 1, 2013) individually or collectively own, assets having a book value exceeding the product of (i) 10.0% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets (a “Qualified Domestic Asset Trigger Event”)Guarantor hereunder, the Company will, shall deliver to the extent necessary Trustee an Officers’ Certificate certifying to ensure that Qualified Domestic Assets at the time have a book value at least equal to the Minimum Qualified Domestic Asset Amount, cause one or more Domestic Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors at the time (each an “Affected Subsidiary”; provided that in no event shall any member effect as of the TSI/Xxxxxxxxx Group date of such Officers’ Certificate; then automatically, without the requirement of any further action by the Company, such Subsidiary or the Trustee, the Subsidiary Guarantee of such Subsidiary shall terminate and be required of no further force or effect and such Subsidiary Guarantor shall be deemed to become an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets), and cause each Affected Subsidiary:be released from all obligations under this Article 16.

Subsidiary Guarantors. The Each of the undersigned is a party to a Subsidiary Guarantee Agreement, a Subsidiary Subordination Agreement and one or more Security Documents and is a Subsidiary Guarantor of the obligations of the Company will takeunder the Note Agreement referred to in the foregoing Limited Waiver and Amendment No. 6 to 2001 Amended and Restated Note Purchase Agreement (the "Waiver and Amendment"). Each of the undersigned Subsidiary Guarantors hereby (a) consents to the foregoing Waiver and Amendment, (b) acknowledges that, notwithstanding the execution and delivery of the foregoing Waiver and Amendment, the obligations of each of the undersigned Subsidiary Guarantors are not impaired or affected and the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents continue in full force and effect, and will (c) ratifies and affirms the terms and provisions of the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents. All capitalized terms used herein which are not otherwise defined shall have the meanings given to those terms in the Note Agreement. Each of the undersigned hereby agree, at its own expense, to execute, acknowledge, deliver and cause each of its Subsidiaries to take, be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest (as shall be necessary to ensure that Qualified Domestic Assets at all times from defined in the Security Agreement) and after the Existing Credit Agreement Effective Date have a book value at least equal to the Minimum Qualified Domestic Asset Amountrights and remedies created thereby. AccordinglyIn addition, as further security for payment and without limiting the generality performance of the foregoingobligations under the Subsidiary Guarantee Agreement and as consideration for the Purchasers' agreement to enter into the Waiver and Amendment, if each of the Company or any of its direct or indirect Subsidiaries shall form or acquire any Subsidiary after the Restatement Effective Date, the Company, as soon as practicable undersigned hereby further agrees to grant a perfected pledge and security interest in any event within 30 days after such formation or acquisition, will provide additional collateral as the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all may reasonably request. Excluding only the continuing obligations of the assets of such new Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assets. If such new Subsidiary (alone or together with other Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors) owns, or at any time after Purchasers under the Existing Credit Agreement Effective Date one or more Subsidiaries (including any such new Subsidiary) which are not at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding (x) ATS, ALC and Macrolink only so long as they do not collectively own assets having a book value in excess express terms of the Allowed Exclusion AmountNote Agreement, the Transaction Documents and Waiver and Amendment, the undersigned hereby releases, acquits and forever discharges the Purchasers, and each of them, and their respective Related Parties (yas defined below) Interturbineof and from any and all Claims (as defined below) arising out of, Inc., a Domestic Subsidiary of Interturbine Projekt Management GmbH, a German limited liability company, only until April 1, 2013) individually related or collectively own, assets having a book value exceeding in any way connected with the product of (i) 10.0% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets (a “Qualified Domestic Asset Trigger Event”)Note Agreement, the Company willTransaction Documents or the transactions contemplated by any thereof, including, without limitation, any action or failure to act, prior to the extent necessary execution of the Waiver and Amendment, in response to ensure that Qualified Domestic Assets at or otherwise in connection with the time have a book value at least equal events or circumstances arising under or otherwise related to the Minimum Qualified Domestic Asset AmountNote Agreement, cause one the Transaction Documents or more Domestic Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors at any Defaults or Events of Default occurring under the time (each an “Affected Subsidiary”; provided that in no event shall any member of Note Agreement or the TSI/Xxxxxxxxx Group be required to become an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets), and cause each Affected Subsidiary:Transaction Documents.

Subsidiary Guarantors. The Company will takeEach Subsidiary Guarantor acknowledges that its consent to this Third Amendment is not required, but each Subsidiary Guarantor nevertheless hereby agrees and consents to this Amendment and to the documents and agreements referred to herein. Each Subsidiary Guarantor agrees and acknowledges that (i) notwithstanding the effectiveness of this Amendment, each Subsidiary Guaranty (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time) shall remain in full force and effect without modification thereto, and will cause (ii) nothing herein shall in any way limit any of the terms or provisions of each Subsidiary Guaranty executed by any Subsidiary Guarantor (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time), all of its Subsidiaries which are hereby ratified, confirmed and affirmed in all respects. Each Subsidiary Guarantor hereby agrees and acknowledges that no other agreement, instrument, consent or document shall be required to take, such actions give effect to this section. Each Subsidiary Guarantor hereby further acknowledges that the Subsidiary Guarantor may from time to time as shall be necessary enter into any further amendments, modifications, terminations and/or waivers of any provisions of the Agreement without notice to ensure that Qualified Domestic Assets at all times or consent from and after the Existing Credit Agreement Effective Date have a book value at least equal to the Minimum Qualified Domestic Asset Amount. Accordingly, any Subsidiary Guarantor and without limiting affecting the generality validity or enforceability of the foregoing, if the Company or any of its direct or indirect Subsidiaries shall form or acquire any Subsidiary after Guaranty (as the Restatement Effective Datesame may be amended, amended and restated, supplemented or otherwise modified from time to time) giving rise to any reduction, limitation, impairment, discharge or termination of any Subsidiary Guaranty (as the Companysame may be amended, as soon as practicable amended and in any event within 30 days after such formation restated, supplemented or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assetsotherwise modified from time to time). If such new Subsidiary (alone or together with other Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors) owns, or at any time after the Existing Credit Agreement Effective Date one or more Subsidiaries (including any such new Subsidiary) which are not at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding (x) ATS, ALC and Macrolink only so long as they do not collectively own assets having a book value in excess of the Allowed Exclusion Amount, and (y) Interturbine, Inc., a Domestic Subsidiary of Interturbine Projekt Management GmbH, a German limited liability company, only until April 1, 2013) individually or collectively own, assets having a book value exceeding the product of (i) 10.0% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets (a “Qualified Domestic Asset Trigger Event”), the Company will, to the extent necessary to ensure that Qualified Domestic Assets at the time have a book value at least equal to the Minimum Qualified Domestic Asset Amount, cause one or more Domestic Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors at the time (each an “Affected Subsidiary”; provided that in no event shall any member of the TSI/Xxxxxxxxx Group be required to become an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets), and cause each Affected Subsidiary:[Signatures on Following Pages]

Subsidiary Guarantors. The All of the Company's present and future Subsidiaries (other than the Non- Guarantor Subsidiaries unless and until the revenue of the Non-Guarantor Subsidiaries, in the aggregate, exceeds 1% of the revenue of the Company and its Consolidated Subsidiaries, or the book value of the assets of the Non-Guarantor Subsidiaries, in the aggregate, exceeds 1% of the book value of the assets of the Company and its Consolidated Subsidiaries) jointly and severally will takeguaranty all principal, premium, if any, and will cause each of its Subsidiaries interest on the Notes on a senior subordinated basis, grant a subordinated security interest in and/or pledge Collateral owned by such Subsidiary to takesecure such Obligations on the terms set forth in the Collateral Agreements, such actions from time to time as shall be necessary to ensure that Qualified Domestic Assets at all times from and after the Existing Credit Agreement Effective Date have a book value at least equal deliver to the Minimum Qualified Domestic Asset AmountTrustee an opinion of counsel that such guaranty and Collateral Agreements have been duly authorized, executed and delivered. AccordinglyNotwithstanding anything herein or in this Indenture to the contrary, and without limiting the generality if any of the foregoingCompany's Subsidiaries (other than OCC solely with respect to its guarantee of the Credit Agreement) that is not a Guarantor guarantees any of the Company's other Indebtedness or any other Indebtedness of any Guarantor, if or the Company or any of its direct the Guarantors, individually or indirect Subsidiaries shall form or acquire any collectively, pledges more than 65% of the Voting Equity Interests of a Subsidiary after the Restatement Effective Date, (other than OCC solely with respect to the Company's pledge of its Voting Equity Interests under the Credit Agreement) that is not a Guarantor to a lender to secure the Company's Indebtedness or any Indebtedness of any Guarantor, then such Subsidiary must become a Guarantor and grant the security interest as soon as practicable and provided in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assets. If such new Subsidiary (alone or together with other Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors) owns, or at any time after the Existing Credit Agreement Effective Date one or more Subsidiaries (including any such new Subsidiary) which are not at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding (x) ATS, ALC and Macrolink only so long as they do not collectively own assets having a book value in excess of the Allowed Exclusion Amount, and (y) Interturbine, Inc., a Domestic Subsidiary of Interturbine Projekt Management GmbH, a German limited liability company, only until April 1, 2013) individually or collectively own, assets having a book value exceeding the product of (i) 10.0% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets (a “Qualified Domestic Asset Trigger Event”), the Company will, to the extent necessary to ensure that Qualified Domestic Assets at the time have a book value at least equal to the Minimum Qualified Domestic Asset Amount, cause one or more Domestic Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors at the time (each an “Affected Subsidiary”; provided that in no event shall any member of the TSI/Xxxxxxxxx Group be required to become an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets), and cause each Affected Subsidiary:this Section 4.17.

Subsidiary Guarantors. The Company will take, and will cause each of its Subsidiaries to take, such actions from time to time as shall be necessary to ensure that Qualified Domestic Assets at all times from and after the Existing Credit Agreement Effective Date have a book value at least equal to the Minimum Qualified Domestic Asset Amount. Accordingly, and without limiting the generality of the foregoing, if the Company or any of its direct or indirect Subsidiaries shall form or acquire any Subsidiary after the Restatement Effective Date, the Company, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assets. If such new Subsidiary (alone or together with other Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors) owns, or at any time after the Existing Credit Agreement Effective Date one or more Subsidiaries (including any such new Subsidiary) which are not at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding (x) ATS, ATS and ALC and Macrolink if but only so long as they do not collectively own assets having a book value in excess of the Allowed Exclusion Amount, and (y) Interturbine, Inc., a Domestic Subsidiary of Interturbine Projekt Management GmbH, a German limited liability company, only until April 1, 2013) individually or collectively own, assets having a book value exceeding the product of (i) 10.07.5% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets (a “Qualified Domestic Asset Trigger Event”), the Company will, to the extent necessary to ensure that Qualified Domestic Assets at the time have a book value at least equal to the Minimum Qualified Domestic Asset Amount, cause one or more Domestic Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors at the time (each an “Affected Subsidiary”; provided that in no event shall any member of the TSI/Xxxxxxxxx Rxxxxxxxx Group be required to become an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets), and cause each Affected Subsidiary:

Subsidiary Guarantors. The If any Subsidiary of the Company will takeshall guarantee any obligation of the Company evidenced by bonds, and will debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses by the Company, (each such obligation a “DEBT SECURITY”) the Company shall (i) cause each of (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of its Subsidiaries assets concurrently to takebecome a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee (a “SUBSIDIARY GUARANTEE”) all of the Company’s obligations under the Securities and this Indenture on a senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, to the same extent as the Subsidiary referred to above in (1) guaranteed such actions from time other Debt Securities and (ii) cause an Opinion of Counsel to time as be delivered to the Trustee to the effect that such supplemental indenture has been duly authorized and executed by each such Person and constitutes the valid, binding and enforceable obligation of each such Person (subject to customary exceptions concerning creditors’ rights and equitable principles). Such supplemental indenture shall be necessary to ensure that Qualified Domestic Assets at all times from and after the Existing Credit Agreement Effective Date have a book value at least equal to the Minimum Qualified Domestic Asset Amount. Accordingly, and without limiting the generality executed by manual signature on behalf of each respective Subsidiary Guarantor by any one of such Subsidiary Guarantor’s Chairman of the foregoingBoard of Directors, if Vice Chairman of the Company Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of its direct them have ceased to hold such offices prior to the execution and delivery of the supplemental indenture or indirect Subsidiaries shall form or acquire any Subsidiary after did not hold such offices at the Restatement Effective Date, the Company, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice date of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assets. If such new Subsidiary (alone or together with other Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors) owns, or at any time after the Existing Credit Agreement Effective Date one or more Subsidiaries (including any such new Subsidiary) which are not at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding (x) ATS, ALC and Macrolink only so long as they do not collectively own assets having a book value in excess of the Allowed Exclusion Amount, and (y) Interturbine, Inc., a Domestic Subsidiary of Interturbine Projekt Management GmbH, a German limited liability company, only until April 1, 2013) individually or collectively own, assets having a book value exceeding the product of (i) 10.0% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets (a “Qualified Domestic Asset Trigger Event”), the Company will, to the extent necessary to ensure that Qualified Domestic Assets at the time have a book value at least equal to the Minimum Qualified Domestic Asset Amount, cause one or more Domestic Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors at the time (each an “Affected Subsidiary”; provided that in no event shall any member of the TSI/Xxxxxxxxx Group be required to become an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets), and cause each Affected Subsidiary:supplemental indenture.

Subsidiary Guarantors. The Each of the undersigned is a party to a Subsidiary Guarantee Agreement, a Subsidiary Subordination Agreement and one or more Security Documents and is a Subsidiary Guarantor of the obligations of the Company will takeunder the Note Agreement referred to in the foregoing Limited Waiver and Amendment No. 8 to 2001 Amended and Restated Note Purchase Agreement (the "Waiver and Amendment"). Each of the undersigned Subsidiary Guarantors hereby (a) consents to the foregoing Waiver and Amendment, (b) acknowledges that, notwithstanding the execution and delivery of the foregoing Waiver and Amendment, the obligations of each of the undersigned Subsidiary Guarantors are not impaired or affected and the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents continue in full force and effect, and will (c) ratifies and affirms the terms and provisions of the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents. All capitalized terms used herein which are not otherwise defined shall have the meanings given to those terms in the Note Agreement. Each of the undersigned hereby agree, at its own expense, to execute, acknowledge, deliver and cause each of its Subsidiaries to take, be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest (as shall be necessary to ensure that Qualified Domestic Assets at all times from defined in the Security Agreement) and after the Existing Credit Agreement Effective Date have a book value at least equal to the Minimum Qualified Domestic Asset Amountrights and remedies created thereby. AccordinglyIn addition, as further security for payment and without limiting the generality performance of the foregoingobligations under the Subsidiary Guarantee Agreement and as consideration for the Purchasers' agreement to enter into the Waiver and Amendment, if each of the Company or any of its direct or indirect Subsidiaries shall form or acquire any Subsidiary after the Restatement Effective Date, the Company, as soon as practicable undersigned hereby further agrees to grant a perfected pledge and security interest in any event within 30 days after such formation or acquisition, will provide additional collateral as the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all may reasonably request. Excluding only the continuing obligations of the assets of such new Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assets. If such new Subsidiary (alone or together with other Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors) owns, or at any time after Purchasers under the Existing Credit Agreement Effective Date one or more Subsidiaries (including any such new Subsidiary) which are not at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding (x) ATS, ALC and Macrolink only so long as they do not collectively own assets having a book value in excess express terms of the Allowed Exclusion AmountNote Agreement, the Transaction Documents and Waiver and Amendment, the undersigned hereby releases, acquits and forever discharges the Purchasers, and each of them, and their respective Related Parties (yas defined below) Interturbineof and from any and all Claims (as defined below) arising out of, Inc., a Domestic Subsidiary of Interturbine Projekt Management GmbH, a German limited liability company, only until April 1, 2013) individually related or collectively own, assets having a book value exceeding in any way connected with the product of (i) 10.0% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets (a “Qualified Domestic Asset Trigger Event”)Note Agreement, the Company willTransaction Documents or the transactions contemplated by any thereof, including, without limitation, any action or failure to act, prior to the extent necessary execution of the Waiver and Amendment, in response to ensure that Qualified Domestic Assets at or otherwise in connection with the time have a book value at least equal events or circumstances arising under or otherwise related to the Minimum Qualified Domestic Asset AmountNote Agreement, cause one the Transaction Documents or more Domestic Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors at any Defaults or Events of Default occurring under the time (each an “Affected Subsidiary”; provided that in no event shall any member of Note Agreement or the TSI/Xxxxxxxxx Group be required to become an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets), and cause each Affected Subsidiary:Transaction Documents.

Subsidiary Guarantors. The Company will takeIf any Subsidiary is or becomes a borrower, co- borrower, guarantor, obligor or co-obligor under any Principal Credit Facility, such Subsidiary shall concurrently therewith provide a guarantee agreement substantially in the form of Exhibit G hereto (a “Subsidiary Guaranty”) or a joinder thereto. Each such Subsidiary Guaranty or joinder thereto shall be accompanied by a certificate of the Secretary or Assistant Secretary of such Subsidiary certifying its charter and bylaws (or comparable governing documents), resolutions of the board of directors (or comparable governing body) of such Subsidiary authorizing the execution and delivery of such Subsidiary Guaranty or joinder and incumbency and specimen signatures of the officers of such Subsidiary executing such documents, and will cause by such other certificates, documents and legal opinions in connection therewith as may be reasonably requested by the Required Holders, each of its Subsidiaries to take, such actions from time to time as shall be necessary to ensure that Qualified Domestic Assets at all times from in form and after the Existing Credit Agreement Effective Date have a book value at least equal substance reasonably satisfactory to the Minimum Qualified Domestic Asset AmountRequired Holders. Accordingly, and without limiting the generality of Notwithstanding the foregoing, if the Dutch Subsidiary Issuer shall not be required to enter into a Subsidiary Guaranty until such time as it becomes a guarantor of, or otherwise liable for, Indebtedness of the Company or any of its direct or indirect Subsidiaries shall form or acquire under any Principal Credit Facility. At the election of the Company and by written notice to each holder of Notes, any Subsidiary after Guarantor may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the Restatement Effective Dateneed for the execution or delivery of any other document by the holders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Principal Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the Company, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice release of such formation or acquisition setting forth in reasonable detail a description of all of the assets of Subsidiary Guarantor under its Subsidiary Guaranty) under such new Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assets. If such new Subsidiary Principal Credit Facility, (alone or together with other Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantorsii) owns, or at any time after the Existing Credit Agreement Effective Date one or more Subsidiaries (including any such new Subsidiary) which are not at the time Wholly-Owned Domestic of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Principal Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Principal Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). For the avoidance of doubt, this second paragraph of this paragraph 5H shall apply to the Subsidiary Guarantors (excluding (x) ATSunder the Subsidiary Guaranty, ALC and Macrolink only so long as they do not collectively own assets having a book value in excess of the Allowed Exclusion Amountdated May 5, and (y) Interturbine2015, pursuant to which Franklin Control Systems, Inc., a Domestic Subsidiary of Interturbine Projekt Management GmbHPioneer Pump Holdings, a German limited liability companyInc., only until April 1Franklin Electric Ventures LLC, 2013) individually or collectively ownPioneer Pump, assets having a book value exceeding the product of (i) 10.0% (expressed Inc., Franklin Electric International, Inc., Franklin Fueling Systems, Inc., and Intelligent Controls, Inc., each as a decimal) multiplied by (ii) Subsidiary Guarantor, has agreed to guaranty the aggregate book value obligations of Consolidated Total Domestic Assets (a “Qualified Domestic Asset Trigger Event”), the Company will, to the extent necessary to ensure that Qualified Domestic Assets at the time have a book value at least equal to the Minimum Qualified Domestic Asset Amount, cause one or more Domestic Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors at the time (each an “Affected Subsidiary”; provided that in no event shall any member of the TSI/Xxxxxxxxx Group be required to become an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets)under this Agreement, and cause shall apply to each Affected Subsidiary:future Subsidiary Guarantor executing a Guarantor Supplement.

Subsidiary Guarantors. The Subject to Section 9.10 hereof, the Company will take, and will cause each Subsidiary (whether existing or newly acquired) that delivers a Guaranty, or otherwise becomes obligated in any manner (including, without limitation, as a co‑obligor with the Company) (each, a "Bank Guaranty"), to any holder of its Subsidiaries to take, such actions from time to time as shall be necessary to ensure that Qualified Domestic Assets at all times from and after any Indebtedness of the Existing Company outstanding under the Company Credit Agreement Effective Date have (or under any credit facility or other Indebtedness instrument replacing all or part of the Company Credit Agreement) (each such Subsidiary, a book value at least equal "Subsidiary Guarantor") to concurrently enter into a guaranty agreement, in form and substance satisfactory to the Minimum Qualified Domestic Asset Amount. AccordinglyRequired Holders (each, and without limiting a "Subsidiary Note Guaranty"), pursuant to which such Subsidiary Guarantor shall guarantee the generality prompt payment when due (whether at maturity, by acceleration or otherwise) of the foregoing, if the Company or any of its direct or indirect Subsidiaries shall form or acquire any Subsidiary after the Restatement Effective Date, the Company, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description principal of all of the assets of such new Subsidiary Notes and identifying which of such assets comprise a portion of Consolidated Total Domestic Assets. If such new Subsidiary (alone or together with other Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors) owns, or at any time after the Existing Credit Agreement Effective Date one or more Subsidiaries (including any such new Subsidiary) which are not at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding (x) ATS, ALC and Macrolink only so long as they do not collectively own assets having a book value in excess of the Allowed Exclusion interest and the Make-Whole Amount, if any, thereon and (y) Interturbinethe full and prompt performance and compliance by the Company with each of its other obligations under the Note Agreement and the Notes, Inc.and, a Domestic Subsidiary of Interturbine Projekt Management GmbH, a German limited liability company, only until April 1, 2013) individually or collectively own, assets having a book value exceeding the product of (i) 10.0% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets (a “Qualified Domestic Asset Trigger Event”)concurrently therewith, the Company will, shall cause the lenders under such Company Credit Agreement to enter into an intercreditor agreement with the holders of the Notes in form and substance reasonably satisfactory to the extent necessary to ensure that Qualified Domestic Assets at lenders under such Company Credit Agreement and the time have a book value at least equal Required Holders (the "Intercreditor Agreement") with respect to the Minimum Qualified Domestic Asset Amount, cause one or more Domestic Subsidiaries which are not Wholly-Owned Domestic obligations of such Subsidiary Guarantors at Guarantor to the time (each an “Affected Subsidiary”; provided that in no event shall any member Banks and the holders of the TSI/Xxxxxxxxx Group be required Notes providing for, inter alia, the pro rata sharing of any proceeds received by the lenders under such Company Credit Agreement or the holders of the Notes under any Bank Guaranty or Subsidiary Note Guaranty. Within three Business Days after entering into the Subsidiary Note Guaranty and the Intercreditor Agreement, the Company shall deliver to become an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets), and cause each Affected Subsidiaryof the holders of the Notes the following items:

Subsidiary Guarantors. The Company will takeEach Subsidiary Guarantor acknowledges that its consent to this Third Amendment is not required, but each Subsidiary Guarantor nevertheless hereby agrees and consents to this Amendment and to the documents and agreements referred to herein. Each Subsidiary Guarantor agrees and acknowledges that (i) notwithstanding the effectiveness of this Amendment, each Subsidiary Guaranty (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time) shall remain in full force and effect without modification thereto, and will cause (ii) nothing herein shall in any way limit any of the terms or provisions of each Subsidiary Guaranty executed by any Subsidiary Guarantor (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time), all of its Subsidiaries which are hereby ratified, confirmed and affirmed in all respects. Each Subsidiary Guarantor hereby agrees and acknowledges that no other agreement, instrument, consent or document shall be required to take, such actions give effect to this section. Each Subsidiary Guarantor hereby further acknowledges that the Subsidiary Guarantor may from time to time as shall be necessary enter into any further amendments, modifications, terminations and/or waivers of any provisions of the Agreement without notice to ensure that Qualified Domestic Assets at all times or consent from and after the Existing Credit Agreement Effective Date have a book value at least equal to the Minimum Qualified Domestic Asset Amount. Accordingly, any Subsidiary Guarantor and without limiting affecting the generality validity or enforceability of the foregoing, if the Company or any of its direct or indirect Subsidiaries shall form or acquire any Subsidiary after Guaranty (as the Restatement Effective Datesame may be amended, amended and restated, supplemented or otherwise modified from time to time) giving rise to any reduction, limitation, impairment, discharge or termination of any Subsidiary Guaranty (as the Companysame may be amended, as soon as practicable amended and in any event within 30 days after such formation restated, supplemented or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assets. If such new Subsidiary (alone or together with other Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors) owns, or at any otherwise modified from time after the Existing Credit Agreement Effective Date one or more Subsidiaries (including any such new Subsidiary) which are not at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding (x) ATS, ALC and Macrolink only so long as they do not collectively own assets having a book value in excess of the Allowed Exclusion Amount, and (y) Interturbine, Inc., a Domestic Subsidiary of Interturbine Projekt Management GmbH, a German limited liability company, only until April 1, 2013) individually or collectively own, assets having a book value exceeding the product of (i) 10.0% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets (a “Qualified Domestic Asset Trigger Event”to time), the Company will, to the extent necessary to ensure that Qualified Domestic Assets at the time have a book value at least equal to the Minimum Qualified Domestic Asset Amount, cause one or more Domestic Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors at the time (each an “Affected Subsidiary”; provided that in no event shall any member of the TSI/Xxxxxxxxx Group be required to become an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets), and cause each Affected Subsidiary:.

Subsidiary Guarantors. The Company will take, and will cause each of its Subsidiaries to take, such actions from time to time as shall be necessary to ensure that Qualified Domestic Assets at all times from and after the Existing Credit Agreement Effective Date have a book value at least equal to the Minimum Qualified Domestic Asset Amount. Accordingly, and without limiting the generality If any Subsidiary of the foregoing, if Company to which the Company or any a Subsidiary Guarantor has transferred all or substantially all of its direct or indirect Subsidiaries shall form or acquire any Subsidiary assets after the Restatement Effective Datedate hereof shall (i) guarantee any obligation of the Company evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses by the Company (each such obligation a “Debt Security”) or (ii) issue Debt Securities, the Company, as soon as practicable Company shall (A) cause such Subsidiary concurrently to become a Subsidiary Guarantor by executing and in any event within 30 days after delivering to the Trustee a supplemental indenture pursuant to which such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail Subsidiary shall unconditionally guarantee (a description of “Subsidiary Guarantee”) all of the assets Company’s obligations under the Securities and this Indenture on a subordinated unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, and, in the case of a Subsidiary referred to above in (i), to the same extent as such Subsidiary guaranteed such other Debt Securities, in each case subordinated to the Senior Indebtedness of the applicable Subsidiary Guarantee on terms substantially similar to those set forth in Article XI and (B) cause an Opinion of Counsel to be delivered to the Trustee to the effect that such supplemental indenture has been duly authorized and executed by each such Person and constitutes the valid, binding and enforceable obligation of each such Person (subject to customary exceptions concerning creditors’ rights and equitable principles) and that such Subsidiary Guarantee is upon such terms and in such form as is required by this Article VII. Such supplemental indenture shall be executed by manual signature on behalf of each respective Subsidiary Guarantor by any one of such new Subsidiary and identifying which Guarantor’s Chairman of such assets comprise a portion the Board of Consolidated Total Domestic AssetsDirectors, Vice Chairman of the Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. If such new Subsidiary (alone or together with other Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors) owns, or Such supplemental indenture bearing the manual signatures of individuals who were at any time after the Existing Credit Agreement Effective Date one proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or more Subsidiaries (including any of them have ceased to hold such new Subsidiary) which are offices prior to the execution and delivery of the supplemental indenture or did not hold such offices at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding (x) ATS, ALC and Macrolink only so long as they do not collectively own assets having a book value in excess date of the Allowed Exclusion Amount, and (y) Interturbine, Inc., a Domestic Subsidiary of Interturbine Projekt Management GmbH, a German limited liability company, only until April 1, 2013) individually or collectively own, assets having a book value exceeding the product of (i) 10.0% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets (a “Qualified Domestic Asset Trigger Event”), the Company will, to the extent necessary to ensure that Qualified Domestic Assets at the time have a book value at least equal to the Minimum Qualified Domestic Asset Amount, cause one or more Domestic Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors at the time (each an “Affected Subsidiary”; provided that in no event shall any member of the TSI/Xxxxxxxxx Group be required to become an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets), and cause each Affected Subsidiary:such supplemental indenture.

Subsidiary Guarantors. The Company will take, and will cause each of its Subsidiaries to take, such actions from time to time as shall be necessary to ensure that Qualified Domestic Assets at all times from and after the Existing Credit Agreement Effective Date have a book value at least equal to the Minimum Qualified Domestic Asset Amount. Accordingly, and without limiting the generality of the foregoing, if the Company or any of its direct or indirect Subsidiaries shall form or acquire any Subsidiary after the Restatement Effective Date, the Company, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assets. If such new Subsidiary (alone or together with other Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors) owns, or at any time after the Existing Credit Agreement Effective Date one or more Subsidiaries (including any such new Subsidiary) which are not at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding (x) ATS, ATS and ALC and Macrolink if but only so long as they do not collectively own assets having a book value in excess of the Allowed Exclusion Amount, and (y) Interturbine, Inc., a Domestic Subsidiary of Interturbine Projekt Management GmbH, a German limited liability company, only until April 1, 2013) individually or collectively own, assets having a book value exceeding the product of (i) 10.07.5% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets (a “Qualified Domestic Asset Trigger Event”), the Company will, to the extent necessary to ensure that Qualified Domestic Assets at the time have a book value at least equal to the Minimum Qualified Domestic Asset Amount, cause one or more Domestic Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors at the time (each an “Affected Subsidiary”; provided that in no event shall any member of the TSI/Xxxxxxxxx Group be required to become an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets), ) and cause each Affected Subsidiary:

Subsidiary Guarantors. (a) The Company will take, and will shall promptly cause each Additional Subsidiary Guarantor to execute and deliver a Note Guarantee substantially in the form of its Subsidiaries Exhibit 10.10-A hereto (with such modifications as may be required to takereflect the legal requirements of the jurisdiction of formation of the relevant Subsidiary, including any modifications necessary to make the obligations of such actions guarantee agreement pari passu with the other unsecured and unsubordinated Indebtedness of such Subsidiary to the extent permitted under applicable law) or otherwise in form and substance reasonably satisfactory to the Required Holders. (b) The Company may, from time to time as shall be necessary to ensure that Qualified Domestic Assets at all times its discretion and upon written notice from and after the Existing Credit Agreement Effective Date have a book value at least equal Company to the Minimum Qualified Domestic Asset Amount. Accordinglyholders of Notes, and without limiting the generality of the foregoing, if the Company or cause any of its direct or indirect Subsidiaries shall form or acquire any Subsidiary after the Restatement Effective Date, the Company, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assets. If such new Subsidiary (alone or together with other Subsidiaries which are not Whollyotherwise Guarantors pursuant to Section 10.10(a) or otherwise to enter into a Note Guarantee substantially in the form of Exhibit 10.10-Owned Domestic Subsidiary Guarantors) ownsA hereto (with such modifications as may be required to reflect the legal requirements of the jurisdiction of formation of the relevant Subsidiary, or at any time after the Existing Credit Agreement Effective Date one or more Subsidiaries (including any modifications necessary to make the obligations of such new Subsidiaryguarantee agreement pari passu with the other unsecured and unsubordinated Indebtedness of such Subsidiary to the extent permitted under applicable law) which or otherwise in form and substance reasonably satisfactory to the Required Holders. (c) The delivery of a Note Guarantee by any Guarantor shall be accompanied by the following: (i) an Officer’s Certificate from such Guarantor confirming that (A) the representations and warranties of such Guarantor contained in such Note Guarantee are not at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding (x) ATS, ALC true and Macrolink only so long as they do not collectively own assets having a book value in excess of the Allowed Exclusion Amountcorrect, and (yB) Interturbinethe guarantee provided under the Note Guarantee would not cause any borrowing, Inc., a Domestic Subsidiary of Interturbine Projekt Management GmbH, a German limited liability company, only until April 1, 2013) individually guaranteeing or collectively own, assets having a book value exceeding similar limit binding on the product of (i) 10.0% (expressed as a decimal) multiplied by Guarantor to be exceeded; (ii) copies of the aggregate book value articles of Consolidated Total Domestic Assets association or certificate or articles of incorporation, bylaws, limited liability company operating agreement, partnership agreement and all other constitutive documents, of such Guarantor (a “Qualified Domestic Asset Trigger Event”as applicable), resolutions of the Company willboard of directors or other similar governing body (and, where applicable, the shareholders) of such Guarantor authorizing its execution and delivery of the Note Guarantee and the transactions contemplated thereby, and specimen signatures of authorized officers of such Guarantor (in each case, certified as correct and complete copies by the secretary or an assistant secretary (or an equivalent officer) of such Guarantor); (iii) a legal opinion, satisfactory in form, scope and substance to the Required Holders, of legal counsel to the effect that, subject to customary qualifications and assumptions, (A) such Guarantor is validly existing under the laws of its jurisdiction of formation and (if applicable in such jurisdiction) is in good standing, (B) such Note Guarantee has been duly authorized, executed and delivered by such Guarantor, (C) such Note Guarantee is enforceable in accordance with its terms, and (D) in the case of a Guarantor organized under the laws of a jurisdiction other than the United States, any State thereof or the District of Columbia, the obligations of such Guarantor under such Note Guarantee rank at least pari passu with all of such Guarantor’s other unsecured and unsubordinated Indebtedness in an insolvency proceeding of such Guarantor (to the extent necessary possible under applicable law) and are not subject to ensure any legal or contractual limitations or restrictions that Qualified Domestic Assets at the time have are not equally applicable to all other indebtedness for borrowed money of such Guarantor; (iv) a book value at least equal completed and executed joinder to the Minimum Qualified Domestic Asset AmountIntercompany Subordination Agreement in substantially the form attached as Exhibit A to the Intercompany Subordination Agreement; and (v) in the case of a Guarantor organized under the laws of a jurisdiction other than the United States, cause one any State thereof or more Domestic Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors at the time (each an “Affected Subsidiary”; provided that in no event shall any member District of Columbia, evidence of the TSI/Xxxxxxxxx Group appointment of the Company as such Guarantor’s agent to receive, for it and on its behalf, service of process in the United States of America. An original executed counterpart of each such Note Guarantee shall be required delivered to become an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets), and cause each Affected Subsidiary:holder of Notes promptly after the execution thereof.

Subsidiary Guarantors. The If any Subsidiary of the Company will takeshall guarantee any obligation of the Company evidenced by bonds, and will debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses by the Company (other than the Existing Credit Facility, (each such obligation a “Debt Security”) the Company shall (i) cause each of (1) such Subsidiary and (2) any Subsidiary to which the Company has transferred all or substantially all of its Subsidiaries assets concurrently to takebecome a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee (a “Subsidiary Guarantee”) all of the Company’s obligations under the Securities and this Indenture on a senior unsecured basis, on terms substantially consistent with guarantees of substantially similar debt obligations, to the same extent as the Subsidiary referred to above in (1) guaranteed such actions from time other Debt Securities and (ii) cause an Opinion of Counsel to time as be delivered to the Trustee to the effect that such supplemental indenture has been duly authorized and executed by each such Person and constitutes the valid, binding and enforceable obligation of each such Person (subject to customary exceptions concerning creditors’ rights and equitable principles). Such supplemental indenture shall be necessary to ensure that Qualified Domestic Assets at all times from and after the Existing Credit Agreement Effective Date have a book value at least equal to the Minimum Qualified Domestic Asset Amount. Accordingly, and without limiting the generality executed by manual signature on behalf of each respective Subsidiary Guarantor by any one of such Subsidiary Guarantor’s Chairman of the foregoingBoard of Directors, if Vice Chairman of the Company Board of Directors, Chief Executive Officer, President or Chief Financial Officer or Vice Presidents, attested by its Secretary or Assistant Secretary. Such supplemental indenture bearing the manual signatures of individuals who were at any time the proper officers of a Subsidiary Guarantor shall bind such Subsidiary Guarantor, notwithstanding that such individuals or any of its direct them have ceased to hold such offices prior to the execution and delivery of the supplemental indenture or indirect Subsidiaries shall form or acquire any Subsidiary after did not hold such offices at the Restatement Effective Date, the Company, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice date of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assets. If such new Subsidiary (alone or together with other Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors) owns, or at any time after the Existing Credit Agreement Effective Date one or more Subsidiaries (including any such new Subsidiary) which are not at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding (x) ATS, ALC and Macrolink only so long as they do not collectively own assets having a book value in excess of the Allowed Exclusion Amount, and (y) Interturbine, Inc., a Domestic Subsidiary of Interturbine Projekt Management GmbH, a German limited liability company, only until April 1, 2013) individually or collectively own, assets having a book value exceeding the product of (i) 10.0% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets (a “Qualified Domestic Asset Trigger Event”), the Company will, to the extent necessary to ensure that Qualified Domestic Assets at the time have a book value at least equal to the Minimum Qualified Domestic Asset Amount, cause one or more Domestic Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors at the time (each an “Affected Subsidiary”; provided that in no event shall any member of the TSI/Xxxxxxxxx Group be required to become an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets), and cause each Affected Subsidiary:supplemental indenture.

Subsidiary Guarantors. The Company will takeAll future Subsidiaries of the Company, other than Foreign Subsidiaries, shall, subject to the limitations set forth in Article X, jointly, severally, irrevocably and unconditionally, guarantee all principal, premium, if any, and will cause each interest on the Notes on a senior basis and shall execute a supplemental indenture substantially in the form of its Subsidiaries to take, such actions from time to time as shall be necessary to ensure that Qualified Domestic Assets at all times from Exhibit E hereto and after the Existing Credit Agreement Effective Date have a book value at least equal deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Minimum Qualified Domestic Asset Amount. AccordinglyTrustee regarding the due authorization, execution and without limiting the generality delivery of the foregoingsupplemental indenture. If, if at any time, the Company or any of its direct Subsidiaries declares or indirect Subsidiaries shall form pays any dividend to or acquire makes any distribution or other payment or transfer to any Foreign Subsidiary after the Restatement Effective Datein violation of Section 4.9 hereof, the Company, as soon as practicable and in any event within 30 days after then such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Foreign Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assets. If such new Subsidiary (alone or together with other Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors) owns, or at any time after the Existing Credit Agreement Effective Date one or more Subsidiaries (including any such new Subsidiary) which are not at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding (x) ATS, ALC and Macrolink only so long as they do not collectively own assets having a book value in excess of the Allowed Exclusion Amount, and (y) Interturbine, Inc., a Domestic Subsidiary of Interturbine Projekt Management GmbH, a German limited liability company, only until April 1, 2013) individually or collectively own, assets having a book value exceeding the product of (i) 10.0% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets (a “Qualified Domestic Asset Trigger Event”), the Company willshall, to the extent necessary to ensure that Qualified Domestic Assets at not prohibited by law, execute a supplemental indenture substantially in the time have a book value at least equal form of Exhibit E hereto and deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Minimum Qualified Domestic Asset AmountTrustee regarding the due authorization, cause one or more Domestic Subsidiaries which are not Wholly-Owned Domestic execution and delivery of such supplemental indenture. Notwithstanding anything herein to the contrary, if any Subsidiary Guarantors at the time (each an “Affected Subsidiary”; provided that in no event shall any member including Foreign Subsidiaries) of the TSI/Xxxxxxxxx Group be required to become an “Affected Subsidiary”) to become Credit Parties Company that is not a Guarantor Guarantees any other Indebtedness of the Company or any Subsidiary (and their assets to become Qualified Domestic Assetsother than a Foreign Subsidiary that is not a Guarantor), or the Company or a Subsidiary of the Company, individually or collectively, pledges, directly or indirectly more than 65% of the Voting Equity Interests of a Foreign Subsidiary that is not a Guarantor to a lender to secure the Indebtedness of the Company or any of the Guarantor’s Indebtedness, then, to the extent not prohibited by law, such Foreign Subsidiary must become a Guarantor and cause each Affected Subsidiary:shall execute a supplemental indenture substantially in the form of Exhibit E hereto and deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee regarding the due authorization, execution and delivery of the supplemental indenture.

Subsidiary Guarantors. The Company will takeCommencing on the First Amendment Effective Date and thereafter so long as the Covenant Waiver Period is in effect, and will cause each Subsidiary that is a borrower of its Subsidiaries or provides a Guarantee of an issuance or incurrence (in a single transaction or series of related transactions) of third-party Debt for Borrowed Money in excess of $250,000,000 to takeprovide, such actions from time within ten Business Days, a Guarantee of all obligations arising under this Agreement and the other Loan Documents on terms substantially similar to time as shall be necessary to ensure that Qualified Domestic Assets at all times from and after the Existing Credit Agreement Effective Date have a book value at least equal to the Minimum Qualified Domestic Asset Amount. Accordingly, and without limiting the generality those of the foregoing, if the Company or any of its direct or indirect Subsidiaries shall form or acquire any Subsidiary after the Restatement Effective Date, the Company, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice Guarantee of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assets. If such new Subsidiary (alone or together with other Subsidiaries which are not Whollythird-Owned Domestic Subsidiary Guarantors) ownsparty Debt for Borrowed Money, or at the Company’s option otherwise on customary terms reasonably acceptable to the Administrative Agent and, in connection therewith, to (a) cause such Subsidiary to execute and deliver all such documents as the Administrative Agent may reasonably request to evidence such Guarantee, (b) deliver to the Administrative Agent the items referenced in Sections 4.01(a)(ii) and (iii) with respect to such Subsidiary, (c) promptly provide all information and documentation reasonably requested by the Administrative Agent or any time after Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering FIFTH AMENDED AND RESTATED CREDIT AGREEMENT rules and regulations, including, without limitation, the Existing Credit Agreement Effective Date one or more Subsidiaries PATRIOT Act, and the Beneficial Ownership Regulation and (including any such new Subsidiaryd) deliver customary opinions of counsel to the Company (which are not at shall cover, among other things, the time Wholly-Owned Domestic Subsidiary Guarantors (excluding (x) ATSlegality, ALC validity, binding effect and Macrolink only so long as they do not collectively own assets having a book value in excess enforceability of the Allowed Exclusion Amount, and (y) Interturbine, Inc., a Domestic Subsidiary of Interturbine Projekt Management GmbH, a German limited liability company, only until April 1, 2013) individually or collectively own, assets having a book value exceeding the product of (i) 10.0% (expressed as a decimal) multiplied Guarantee provided by (ii) the aggregate book value of Consolidated Total Domestic Assets (a “Qualified Domestic Asset Trigger Event”such Subsidiary), all of which shall be in form, content and scope reasonably satisfactory to the Company willAdministrative Agent. This Agreement and the other Loan Documents may be amended, modified or supplemented, without the consent of any Lender to the extent necessary or appropriate in the opinion of the Administrative Agent and the Company to ensure that Qualified Domestic Assets at effect the time have a book value at least equal to provisions of this Section 6.02(m) and reflect the Minimum Qualified Domestic Asset Amount, cause one or more Domestic Subsidiaries which are not Wholly-Owned Domestic existence of any Subsidiary Guarantors at and Guarantees, in each case, so long as such amendment, modification or supplement does not impose additional obligations on, or otherwise affect in any material respect the time (each an “Affected Subsidiary”interests of, any Lender; provided that in no event the Administrative Agent shall promptly give the Lenders notice of any member of the TSI/Xxxxxxxxx Group be required to become an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets)such amendment, and cause each Affected Subsidiary:modification or supplement.

Subsidiary Guarantors. (a) The Company will take, and will Issuers shall cause each of its Subsidiaries Significant Subsidiary (each, an “Original Subsidiary Guarantor”) to takeexecute and deliver, such actions from time on or before Closing, the Subsidiary Guaranty. In addition to time as shall be necessary to ensure that Qualified Domestic Assets the foregoing, the Issuers will at all times provide Guaranty Joinder Agreements (and the documents described in clause (b)(ii) below) from and after (i) their Wholly-Owned Subsidiaries such that for the Existing Credit Agreement Effective Date have a book value at least equal most recently ended trailing four fiscal quarter period (A) the Consolidated Adjusted EBITDA that is attributable only to the Minimum Qualified Domestic Asset Amount. Accordingly, and without limiting the generality Wholly-Owned Subsidiaries that are Subsidiary Guarantors is not less than 95% of the foregoing, if the Company or any of its direct or indirect Subsidiaries shall form or acquire any Subsidiary after the Restatement Effective Date, the Company, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of Consolidated Adjusted EBITDA that is attributable to all of the assets Company’s Wholly-Owned Subsidiaries and (B) the aggregate Net Revenues of such new the Wholly-Owned Subsidiaries that are Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assets. If such new Subsidiary Guarantors (alone or together with other excluding any contribution to Net Revenues from Subsidiaries which that are not Wholly-Owned Domestic Subsidiary GuarantorsSubsidiaries) owns, or at any time after do not constitute less than 95% of the Existing Credit Agreement Effective Date one or more Subsidiaries (including any such new Subsidiary) which are not at aggregate Net Revenues of all of the time Wholly-Owned Domestic Subsidiary Guarantors Subsidiaries of the Company (excluding (x) ATS, ALC and Macrolink only so long as they do not collectively own assets having a book value in excess of the Allowed Exclusion Amount, and (y) Interturbine, Inc., a Domestic Subsidiary of Interturbine Projekt Management GmbH, a German limited liability company, only until April 1, 2013) individually or collectively own, assets having a book value exceeding the product of (i) 10.0% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets (a “Qualified Domestic Asset Trigger Event”), the Company will, any contribution to the extent necessary to ensure Net Revenues from Subsidiaries that Qualified Domestic Assets at the time have a book value at least equal to the Minimum Qualified Domestic Asset Amount, cause one or more Domestic Subsidiaries which are not Wholly-Owned Domestic Subsidiaries) and (ii) any other Subsidiary that is a guarantor or borrower of Indebtedness outstanding under the Credit Agreement. In addition to the foregoing, the Issuers will at all times provide Guaranty Joinder Agreements from their Subsidiaries such that for the most recently ended trailing four fiscal quarter period the Consolidated Adjusted EBITDA that is attributable only to the Subsidiary Guarantors is not less than 70% of Consolidated Adjusted EBITDA. Notwithstanding the immediately preceding sentence, if the Company complies with Section 9.9, the Issuers will at all times provide Guaranty Joinder Agreements from their Subsidiaries such that for the time most recently ended trailing four fiscal quarter period the Consolidated Adjusted EBITDA that is attributable only to the Subsidiary Guarantors is not less than 60% (each an “Affected Subsidiary”; provided that in no event shall any member rather than 70%) of the TSI/Xxxxxxxxx Group be required to become an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets), and cause each Affected Subsidiary:Consolidated Adjusted EBITDA.

Subsidiary Guarantors. The Company will takeAll future Subsidiaries of the Company, other than Foreign Subsidiaries, shall, subject to the limitations set forth in Article X, jointly, severally, irrevocably and unconditionally, guarantee all principal, premium, if any, and will cause each interest on the Notes on a senior basis and shall execute a supplemental indenture substantially in the form of its Subsidiaries to take, such actions from time to time as shall be necessary to ensure that Qualified Domestic Assets at all times from Exhibit E hereto and after the Existing Credit Agreement Effective Date have a book value at least equal deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Minimum Qualified Domestic Asset Amount. AccordinglyTrustee regarding the due authorization, execution and without limiting the generality delivery of the foregoingsupplemental indenture. If, if at any time, the Company or any of its direct Subsidiaries declares or indirect Subsidiaries shall form pays any dividend to or acquire makes any distribution or other payment or transfer to any Foreign Subsidiary after the Restatement Effective Datein violation of Section 4.9 hereof, the Company, as soon as practicable and in any event within 30 days after then such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Foreign Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assets. If such new Subsidiary (alone or together with other Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors) owns, or at any time after the Existing Credit Agreement Effective Date one or more Subsidiaries (including any such new Subsidiary) which are not at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding (x) ATS, ALC and Macrolink only so long as they do not collectively own assets having a book value in excess of the Allowed Exclusion Amount, and (y) Interturbine, Inc., a Domestic Subsidiary of Interturbine Projekt Management GmbH, a German limited liability company, only until April 1, 2013) individually or collectively own, assets having a book value exceeding the product of (i) 10.0% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets (a “Qualified Domestic Asset Trigger Event”), the Company willshall, to the extent necessary to ensure that Qualified Domestic Assets at not prohibited by law, execute a supplemental indenture substantially in the time have a book value at least equal form of Exhibit E hereto and deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Minimum Qualified Domestic Asset AmountTrustee regarding the due authorization, cause one or more Domestic Subsidiaries which are not Wholly-Owned Domestic execution and delivery of such supplemental indenture. Notwithstanding anything herein to the contrary, if any Subsidiary Guarantors at the time (each an “Affected Subsidiary”; provided that in no event shall any member including Foreign Subsidiaries) of the TSI/Xxxxxxxxx Group be required to become an “Affected Subsidiary”) to become Credit Parties Company that is not a Guarantor Guarantees any other Indebtedness of the Company or any Subsidiary (and their assets to become Qualified Domestic Assetsother than a Foreign Subsidiary that is not a Guarantor), or the Company or a Subsidiary of the Company, individually or collectively, pledges, directly or indirectly more than 65% of the Voting Equity Interests of a Foreign Subsidiary that is not a Guarantor to a lender to secure the Indebtedness of the Company or any of the Guarantor's Indebtedness, then, to the extent not prohibited by law, such Foreign Subsidiary must become a Guarantor and cause each Affected Subsidiary:shall execute a supplemental indenture substantially in the form of Exhibit E hereto and deliver an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee regarding the due authorization, execution and delivery of the supplemental indenture.

Subsidiary Guarantors. The Each of the undersigned is a party to a Subsidiary Guarantee Agreement, a Subsidiary Subordination Agreement and one or more Security Documents and is a Subsidiary Guarantor of the obligations of the Company will takeunder the Note Agreement referred to in the foregoing Limited Waiver and Amendment No. 5 to 2001 Amended and Restated Note Purchase Agreement (the "Waiver and Amendment"). Each of the undersigned Subsidiary Guarantors hereby (a) consents to the foregoing Waiver and Amendment, (b) acknowledges that, notwithstanding the execution and delivery of the foregoing Waiver and Amendment, the obligations of each of the undersigned Subsidiary Guarantors are not impaired or affected and the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents continue in full force and effect, and will (c) ratifies and affirms the terms and provisions of the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents. All capitalized terms used herein which are not otherwise defined shall have the meanings given to those terms in the Note Agreement. Each of the undersigned hereby agree, at its own expense, to execute, acknowledge, deliver and cause each of its Subsidiaries to take, be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest (as shall be necessary to ensure that Qualified Domestic Assets at all times from defined in the Security Agreement) and after the Existing Credit Agreement Effective Date have a book value at least equal to the Minimum Qualified Domestic Asset Amountrights and remedies created thereby. AccordinglyIn addition, as further security for payment and without limiting the generality performance of the foregoingobligations under the Subsidiary Guarantee Agreement and as consideration for the Purchasers' agreement to enter into the Waiver and Amendment, if each of the Company or any of its direct or indirect Subsidiaries shall form or acquire any Subsidiary after the Restatement Effective Date, the Company, as soon as practicable undersigned hereby further agrees to grant a perfected pledge and security interest in any event within 30 days after such formation or acquisition, will provide additional collateral as the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all may reasonably request. Excluding only the continuing obligations of the assets of such new Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assets. If such new Subsidiary (alone or together with other Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors) owns, or at any time after Purchasers under the Existing Credit Agreement Effective Date one or more Subsidiaries (including any such new Subsidiary) which are not at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding (x) ATS, ALC and Macrolink only so long as they do not collectively own assets having a book value in excess express terms of the Allowed Exclusion AmountNote Agreement, the Transaction Documents and Waiver and Amendment, the undersigned hereby releases, acquits and forever discharges the Purchasers, and each of them, and their respective Related Parties (yas defined below) Interturbineof and from any and all Claims (as defined below) arising out of, Inc., a Domestic Subsidiary of Interturbine Projekt Management GmbH, a German limited liability company, only until April 1, 2013) individually related or collectively own, assets having a book value exceeding in any way connected with the product of (i) 10.0% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets (a “Qualified Domestic Asset Trigger Event”)Note Agreement, the Company willTransaction Documents or the transactions contemplated by any thereof, including, without limitation, any action or failure to act, prior to the extent necessary execution of the Waiver and Amendment, in response to ensure that Qualified Domestic Assets at or otherwise in connection with the time have a book value at least equal events or circumstances arising under or otherwise related to the Minimum Qualified Domestic Asset AmountNote Agreement, cause one the Transaction Documents or more Domestic Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors at any Defaults or Events of Default occurring under the time (each an “Affected Subsidiary”; provided that in no event shall any member of Note Agreement or the TSI/Xxxxxxxxx Group be required to become an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets), and cause each Affected Subsidiary:Transaction Documents.

Subsidiary Guarantors. The Each of the undersigned is a party to a Subsidiary Guarantee Agreement, a Subsidiary Subordination Agreement and one or more Security Documents and is a Subsidiary Guarantor of the obligations of the Company will takeunder the Note Agreement referred to in the foregoing Limited Waiver and Amendment No. 10 to 2001 Amended and Restated Note Purchase Agreement (the "Waiver and Amendment"). Each of the undersigned Subsidiary Guarantors hereby (a) consents to the foregoing Waiver and Amendment, (b) acknowledges that, notwithstanding the execution and delivery of the foregoing Waiver and Amendment, the obligations of each of the undersigned Subsidiary Guarantors are not impaired or affected and the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents continue in full force and effect, and will (c) ratifies and affirms the terms and provisions of the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents. All capitalized terms used herein which are not otherwise defined shall have the meanings given to those terms in the Note Agreement. Each of the undersigned hereby agree, at its own expense, to execute, acknowledge, deliver and cause each of its Subsidiaries to take, be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest (as shall be necessary to ensure that Qualified Domestic Assets at all times from defined in the Security Agreement) and after the Existing Credit Agreement Effective Date have a book value at least equal to the Minimum Qualified Domestic Asset Amountrights and remedies created thereby. AccordinglyIn addition, as further security for payment and without limiting the generality performance of the foregoingobligations under the Subsidiary Guarantee Agreement and as consideration for the Purchasers' agreement to enter into the Waiver and Amendment, if each of the Company or any of its direct or indirect Subsidiaries shall form or acquire any Subsidiary after the Restatement Effective Date, the Company, as soon as practicable undersigned hereby further agrees to grant a perfected pledge and security interest in any event within 30 days after such formation or acquisition, will provide additional collateral as the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all may reasonably request. Excluding only the continuing obligations of the assets of such new Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assets. If such new Subsidiary (alone or together with other Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors) owns, or at any time after Purchasers under the Existing Credit Agreement Effective Date one or more Subsidiaries (including any such new Subsidiary) which are not at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding (x) ATS, ALC and Macrolink only so long as they do not collectively own assets having a book value in excess express terms of the Allowed Exclusion AmountNote Agreement, the Transaction Documents and Waiver and Amendment, the undersigned hereby releases, acquits and forever discharges the Purchasers, and each of them, and their respective Related Parties (yas defined below) Interturbineof and from any and all Claims (as defined below) arising out of, Inc., a Domestic Subsidiary of Interturbine Projekt Management GmbH, a German limited liability company, only until April 1, 2013) individually related or collectively own, assets having a book value exceeding in any way connected with the product of (i) 10.0% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets (a “Qualified Domestic Asset Trigger Event”)Note Agreement, the Company willTransaction Documents or the transactions contemplated by any thereof, including, without limitation, any action or failure to act, prior to the extent necessary execution of the Waiver and Amendment, in response to ensure that Qualified Domestic Assets at or otherwise in connection with the time have a book value at least equal events or circumstances arising under or otherwise related to the Minimum Qualified Domestic Asset AmountNote Agreement, cause one the Transaction Documents or more Domestic Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors at any Defaults or Events of Default occurring under the time (each an “Affected Subsidiary”; provided that in no event shall any member of Note Agreement or the TSI/Xxxxxxxxx Group be required to become an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets), and cause each Affected Subsidiary:Transaction Documents.

Subsidiary Guarantors. The Each of the undersigned is a party to a Subsidiary Guarantee Agreement, a Subsidiary Subordination Agreement and one or more Security Documents and is a Subsidiary Guarantor of the obligations of the Company will takeunder the Note Agreement referred to in the foregoing Limited Waiver to 2001 Amended and Restated Note Purchase Agreement (the "Waiver"). Each of the undersigned Subsidiary Guarantors hereby (a) consents to the foregoing Waiver, (b) acknowledges that, notwithstanding the execution and delivery of the foregoing Waiver, the obligations of each of the undersigned Subsidiary Guarantors are not impaired or affected and the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents continue in full force and effect, and will (c) ratifies and affirms the terms and provisions of the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents. All capitalized terms used herein which are not otherwise defined shall have the meanings given to those terms in the Note Agreement. Each of the undersigned hereby agree, at its own expense, to execute, acknowledge, deliver and cause each of its Subsidiaries to take, be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest (as shall be necessary to ensure that Qualified Domestic Assets at all times from defined in the Security Agreement) and after the Existing Credit Agreement Effective Date have a book value at least equal to the Minimum Qualified Domestic Asset Amountrights and remedies created thereby. AccordinglyIn addition, as further security for payment and without limiting the generality performance of the foregoingobligations under the Subsidiary Guarantee Agreement and as consideration for the Purchasers' agreement to enter into the Waiver, if each of the Company or any of its direct or indirect Subsidiaries shall form or acquire any Subsidiary after the Restatement Effective Date, the Company, as soon as practicable undersigned hereby further agrees to grant a perfected pledge and security interest in any event within 30 days after such formation or acquisition, will provide additional collateral as the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all may reasonably request. Excluding only the continuing obligations of the assets of such new Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assets. If such new Subsidiary (alone or together with other Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors) owns, or at any time after Purchasers under the Existing Credit Agreement Effective Date one or more Subsidiaries (including any such new Subsidiary) which are not at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding (x) ATS, ALC and Macrolink only so long as they do not collectively own assets having a book value in excess express terms of the Allowed Exclusion AmountNote Agreement, the Transaction Documents and the Waiver, the undersigned hereby releases, acquits and forever discharges the Purchasers, and each of them, and their respective Related Parties (yas defined below) Interturbineof and from any and all Claims (as defined below) arising out of, Inc., a Domestic Subsidiary of Interturbine Projekt Management GmbH, a German limited liability company, only until April 1, 2013) individually related or collectively own, assets having a book value exceeding in any way connected with the product of (i) 10.0% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets (a “Qualified Domestic Asset Trigger Event”)Note Agreement, the Company willTransaction Documents or the transactions contemplated by any thereof, including, without limitation, any action or failure to act, prior to the extent necessary execution of this Waiver, in response to ensure that Qualified Domestic Assets at or otherwise in connection with the time have a book value at least equal events or circumstances arising under or otherwise related to the Minimum Qualified Domestic Asset AmountNote Agreement, cause one the Transaction Documents or more Domestic Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors at any Defaults or Events of Default occurring under the time (each an “Affected Subsidiary”; provided that in no event shall any member of Note Agreement or the TSI/Xxxxxxxxx Group be required to become an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets), and cause each Affected Subsidiary:Transaction Documents.

Subsidiary Guarantors. The Each of the undersigned is a party to a Subsidiary Guarantee Agreement, a Subsidiary Subordination Agreement and one or more Security Documents and is a Subsidiary Guarantor of the obligations of the Company will takeunder the Note Agreement referred to in the foregoing Limited Waiver and Amendment No. 7 to 2001 Amended and Restated Note Purchase Agreement (the "Waiver and Amendment"). Each of the undersigned Subsidiary Guarantors hereby (a) consents to the foregoing Waiver and Amendment, (b) acknowledges that, notwithstanding the execution and delivery of the foregoing Waiver and Amendment, the obligations of each of the undersigned Subsidiary Guarantors are not impaired or affected and the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents continue in full force and effect, and will (c) ratifies and affirms the terms and provisions of the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents. All capitalized terms used herein which are not otherwise defined shall have the meanings given to those terms in the Note Agreement. Each of the undersigned hereby agree, at its own expense, to execute, acknowledge, deliver and cause each of its Subsidiaries to take, be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest (as shall be necessary to ensure that Qualified Domestic Assets at all times from defined in the Security Agreement) and after the Existing Credit Agreement Effective Date have a book value at least equal to the Minimum Qualified Domestic Asset Amountrights and remedies created thereby. AccordinglyIn addition, as further security for payment and without limiting the generality performance of the foregoingobligations under the Subsidiary Guarantee Agreement and as consideration for the Purchasers' agreement to enter into the Waiver and Amendment, if each of the Company or any of its direct or indirect Subsidiaries shall form or acquire any Subsidiary after the Restatement Effective Date, the Company, as soon as practicable undersigned hereby further agrees to grant a perfected pledge and security interest in any event within 30 days after such formation or acquisition, will provide additional collateral as the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all may reasonably request. Excluding only the continuing obligations of the assets of such new Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assets. If such new Subsidiary (alone or together with other Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors) owns, or at any time after Purchasers under the Existing Credit Agreement Effective Date one or more Subsidiaries (including any such new Subsidiary) which are not at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding (x) ATS, ALC and Macrolink only so long as they do not collectively own assets having a book value in excess express terms of the Allowed Exclusion AmountNote Agreement, the Transaction Documents and Waiver and Amendment, the undersigned hereby releases, acquits and forever discharges the Purchasers, and each of them, and their respective Related Parties (yas defined below) Interturbineof and from any and all Claims (as defined below) arising out of, Inc., a Domestic Subsidiary of Interturbine Projekt Management GmbH, a German limited liability company, only until April 1, 2013) individually related or collectively own, assets having a book value exceeding in any way connected with the product of (i) 10.0% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets (a “Qualified Domestic Asset Trigger Event”)Note Agreement, the Company willTransaction Documents or the transactions contemplated by any thereof, including, without limitation, any action or failure to act, prior to the extent necessary execution of the Waiver and Amendment, in response to ensure that Qualified Domestic Assets at or otherwise in connection with the time have a book value at least equal events or circumstances arising under or otherwise related to the Minimum Qualified Domestic Asset AmountNote Agreement, cause one the Transaction Documents or more Domestic Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors at any Defaults or Events of Default occurring under the time (each an “Affected Subsidiary”; provided that in no event shall any member of Note Agreement or the TSI/Xxxxxxxxx Group be required to become an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets), and cause each Affected Subsidiary:Transaction Documents.

Subsidiary Guarantors. The Company will takeIf any Subsidiary is or becomes a borrower, co-borrower, guarantor, obligor or co-obligor under any Principal Credit Facility, such Subsidiary shall concurrently therewith provide a guarantee agreement substantially in the form of Exhibit G hereto (a “Subsidiary Guaranty”) or a joinder thereto. Each such Subsidiary Guaranty or joinder thereto shall be accompanied by a certificate of the Secretary or Assistant Secretary of such Subsidiary certifying its charter and bylaws (or comparable governing documents), resolutions of the board of directors (or comparable governing body) of such Subsidiary authorizing the execution and delivery of such Subsidiary Guaranty or joinder and incumbency and specimen signatures of the officers of such Subsidiary executing such documents, and will cause by such other certificates, documents and legal opinions in connection therewith as may be reasonably requested by the Required Holders, each of its Subsidiaries to take, such actions from time to time as shall be necessary to ensure that Qualified Domestic Assets at all times from in form and after the Existing Credit Agreement Effective Date have a book value at least equal substance reasonably satisfactory to the Minimum Qualified Domestic Asset AmountRequired Holders. Accordingly, and without limiting the generality of Notwithstanding the foregoing, if Franklin Electric B.V. shall not be required to enter into a Subsidiary Guaranty until such time as 15365.013 it becomes a guarantor of, or otherwise liable for, Indebtedness of the Company or any of its direct or indirect Subsidiaries shall form or acquire under any Principal Credit Facility. At the election of the Company and by written notice to each holder of Notes, any Subsidiary after Guarantor may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the Restatement Effective Dateneed for the execution or delivery of any other document by the holders, provided that (i) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Principal Credit Facility, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the Company, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice release of such formation or acquisition setting forth in reasonable detail a description of all of the assets of Subsidiary Guarantor under its Subsidiary Guaranty) under such new Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assets. If such new Subsidiary Principal Credit Facility, (alone or together with other Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantorsii) owns, or at any time after the Existing Credit Agreement Effective Date one or more Subsidiaries (including any such new Subsidiary) which are not at the time Wholly-Owned Domestic of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and discharged under any Principal Credit Facility, any fee or other form of consideration is given to any holder of Indebtedness under such Principal Credit Facility for such release, the holders of the Notes shall receive equivalent consideration substantially concurrently therewith and (v) each holder shall have received a certificate of a Responsible Officer certifying as to the matters set forth in clauses (i) through (iv). For the avoidance of doubt, this second paragraph of this paragraph 5H shall apply to the Subsidiary Guarantors (excluding (x) ATSunder the Subsidiary Guaranty, ALC and Macrolink only so long as they do not collectively own assets having a book value in excess of the Allowed Exclusion Amountdated May 5, and (y) Interturbine2015, pursuant to which Franklin Control Systems, Inc., a Domestic Subsidiary of Interturbine Projekt Management GmbHPioneer Pump Holdings, a German limited liability companyInc., only until April 1Franklin Electric Ventures LLC, 2013) individually or collectively ownPioneer Pump, assets having a book value exceeding the product of (i) 10.0% (expressed Inc., Franklin Electric International, Inc., Franklin Fueling Systems, Inc., and Intelligent Controls, Inc., each as a decimal) multiplied by (ii) Subsidiary Guarantor, has agreed to guaranty the aggregate book value obligations of Consolidated Total Domestic Assets (a “Qualified Domestic Asset Trigger Event”), the Company will, to the extent necessary to ensure that Qualified Domestic Assets at the time have a book value at least equal to the Minimum Qualified Domestic Asset Amount, cause one or more Domestic Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors at the time (each an “Affected Subsidiary”; provided that in no event shall any member of the TSI/Xxxxxxxxx Group be required to become an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets)under this Agreement, and cause shall apply to each Affected Subsidiary:future Subsidiary Guarantor executing a Guarantor Supplement.

Subsidiary Guarantors. The Parent and the Company will take, and will shall cause each of its Subsidiaries to take, such actions from time to time as shall be necessary to ensure that Qualified Domestic Assets at all times from and after the Existing Credit Agreement Effective Date have a book value at least equal to the Minimum Qualified Domestic Asset Amount. Accordingly, and without limiting the generality of the foregoing, if the Company or any of its direct or indirect Subsidiaries shall form or acquire any Subsidiary after the Restatement Effective Date, the Company, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assets. If such new Subsidiary (alone or together with other Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors) owns, or at any time after the Existing Credit Agreement Effective Date one or more Subsidiaries (including any such new Subsidiaryother than the Exempt Subsidiaries) which are not at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding that either (x) ATSGuarantees any Indebtedness for borrowed money (other than Permitted Indebtedness) of Parent, ALC and Macrolink only so long as they do not collectively own assets having a book value Holdings or the Company in an aggregate principal amount in excess of the Allowed Exclusion Amount, and $500,000,000 or (y) Interturbineis a borrower under or an issuer of or is a guarantor of (A) any Bank Credit Agreement, Inc.(B) any Contemplated Debt Securities or (C) the Existing CF Notes, to become a Domestic Subsidiary of Interturbine Projekt Management GmbH, a German limited liability company, only until April 1, 2013) individually or collectively own, assets having a book value exceeding the product of Guarantor hereunder by (i) 10.0% executing and delivering to the holders of the Notes a Guaranty Agreement or a Guaranty Joinder Agreement or comparable guaranty documentation as deemed reasonably satisfactory by the administrative agent under the Amended Credit Agreement within thirty (expressed as 30) days (or such longer time period if agreed to by the administrative agent under the Amended Credit Agreement) after the requirements in clause (x) or (y) above shall first have been satisfied with respect to such Subsidiary (it being understood that such Guaranty Agreement or a decimalGuaranty Joinder Agreement or comparable guaranty documentation shall be accompanied by documentation with respect thereto substantially consistent with the documentation delivered pursuant to Sections 4.3(b) multiplied and 4.4(a)); provided that, notwithstanding anything in any Note Document to the contrary, such Guaranty Agreement, Guaranty Joinder Agreement or comparable guaranty documentation shall, subject to the Agreed Guarantee Principles, be in a form deemed reasonably satisfactory by (ii) the aggregate book value of Consolidated Total Domestic Assets (a “Qualified Domestic Asset Trigger Event”), administrative agent under the Company will, Amended Credit Agreement and shall be limited to the extent necessary to ensure that Qualified Domestic Assets at comply with the time have a book value at least equal Agreed Guarantee Principles (including by limiting the maximum amount guaranteed), which limitations in such agreement or documentation shall in each case be subject to the Minimum Qualified Domestic Asset Amountreasonable satisfaction of the administrative agent under the Amended Credit Agreement. Upon execution and delivery of such Guaranty Agreement, cause one Guaranty Joinder Agreement or more Domestic Subsidiaries comparable guaranty documentation, each such Person shall become a Guarantor hereunder and thereupon shall have all of the rights, benefits, duties and obligations in such capacity under the Note Documents. If requested by the administrative agent under the Amended Credit Agreement, the holders shall also receive an opinion or opinions of counsel (which are not Whollymay be from in-Owned Domestic Subsidiary Guarantors at the time (each an “Affected Subsidiary”; house counsel, provided that such opinion is in no event shall respect of New York law) for the Company in form and substance substantially similar to any member such opinion delivered to such administrative agent under the Amended Credit Agreement relating to any such Guaranty Agreement, Guaranty Joinder Agreement or comparable guaranty documentation delivered pursuant to this Section 9.7, dated as of the TSI/Xxxxxxxxx Group be required to become an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets)date of such Guaranty Agreement, and cause each Affected Subsidiary:Guaranty Joinder Agreement or comparable guaranty documentation, as applicable.

Subsidiary Guarantors. The Each Subsidiary of the Company will takelisted on Schedule I hereto shall initially be a Subsidiary Guarantor. For so long as the Company’s 81/2 % Senior Subordinated Notes due 2011 are outstanding, (a) if any other Subsidiary of the Company shall become a subsidiary guarantor under the Company’s 81/2% Senior Subordinated Notes due 2011, the Company shall cause such Subsidiary concurrently to become a Subsidiary Guarantor and will cause each (b) if any Subsidiary of the Company is released from its Subsidiaries Guarantee of the Company’s 81/2% Senior Subordinated Notes due 2011, then such Subsidiary shall cease to takebe a Subsidiary Guarantor hereunder. Upon the payment in full of the Company’s 81/2% Senior Subordinated Notes due 2011 when due at maturity, such actions from upon redemption, repurchase or otherwise, the Subsidiary Guarantors shall cease to be Subsidiary Guarantors hereunder. In addition, if at any time to time as any indebtedness for borrowed money constituting Senior Subordinated Indebtedness or Subordinated Obligation that shall be necessary Guaranteed by any Subsidiary of the Company and such Subsidiary is not a Subsidiary Guarantor of the Notes, the Company shall cause such Subsidiary (including any Subsidiary that had previously been such Subsidiary Guarantor and was subsequently released from all obligations under this Article 17) to ensure become a Subsidiary Guarantor hereunder and concurrently to Guarantee the Notes as Senior Subordinated Indebtedness of such Subsidiary, except that Qualified Domestic Assets such Subsidiary shall not become a Subsidiary Guarantor hereunder if at all times from such time the Company’s 81/2% Senior Subordinated Notes due 2011 are outstanding and after such Subsidiary is not added as a guarantor under the Existing Credit Agreement Effective Date have 81/2% Senior Subordinated Notes due 2011; provided, however, that such exception shall expire when the 81/2% Senior Subordinated Notes due 2011 cease to be outstanding at which time such Subsidiary shall become a book value at least equal Subsidiary Guarantor hereunder. If (a) any such Subsidiary which shall become a Subsidiary Guarantor of the Notes pursuant to the Minimum Qualified Domestic Asset Amountimmediately preceding sentence is released from its Guarantee of such Senior Subordinated Indebtedness or Subordinated Obligation, as the case may be, or (b) if such Senior Subordinated Indebtedness or Subordinated Obligation, as the case may be, is no longer outstanding, then such Subsidiary shall cease to be a Subsidiary Guarantor hereunder. AccordinglyIf a Subsidiary Guarantor is no longer a Subsidiary Guarantor hereunder, and without limiting the generality Company shall deliver to the Trustee an Officers’ Certificate certifying to that effect as of the foregoingdate of such Officers’ Certificate; then automatically, if without the Company or requirement of any of its direct or indirect Subsidiaries shall form or acquire any Subsidiary after the Restatement Effective Date, further action by the Company, as soon as practicable and in any event within 30 days after such formation Subsidiary or acquisitionthe Trustee, will provide the Collateral Agent with notice Subsidiary Guarantee of such formation Subsidiary shall terminate and be of no further force or acquisition setting forth in reasonable detail a description of effect and such Subsidiary Guarantor shall be deemed to be released from all of the assets of such new Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assets. If such new Subsidiary (alone or together with other Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors) owns, or at any time after the Existing Credit Agreement Effective Date one or more Subsidiaries (including any such new Subsidiary) which are not at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding (x) ATS, ALC and Macrolink only so long as they do not collectively own assets having a book value in excess of the Allowed Exclusion Amount, and (y) Interturbine, Inc., a Domestic Subsidiary of Interturbine Projekt Management GmbH, a German limited liability company, only until April 1, 2013) individually or collectively own, assets having a book value exceeding the product of (i) 10.0% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets (a “Qualified Domestic Asset Trigger Event”), the Company will, to the extent necessary to ensure that Qualified Domestic Assets at the time have a book value at least equal to the Minimum Qualified Domestic Asset Amount, cause one or more Domestic Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors at the time (each an “Affected Subsidiary”; provided that in no event shall any member of the TSI/Xxxxxxxxx Group be required to become an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets), and cause each Affected Subsidiary:obligations under this Article 17.

Subsidiary Guarantors. The Company will take, and will cause each of its Subsidiaries to take, such actions from time to time as shall be necessary to ensure that Qualified Domestic Assets at all times from and after the Existing Credit Agreement Effective Date have a book value at least equal to the Minimum Qualified Domestic Asset Amount. Accordingly, and without limiting the generality of the foregoing, if If the Company or any of its direct or indirect Subsidiaries shall form organize or acquire any Person that becomes a Subsidiary, then such Subsidiary after shall: (i) execute and deliver to the Restatement Effective Date, Trustee a supplemental indenture in a form reasonably satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes, this Indenture and the Senior Credit Facility; (ii) promptly, (A) execute and deliver to the Collateral Agent, for the benefit of the Holders and the Lenders and the Trustee such amendments to the Collateral Agreements as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation deems necessary or acquisition setting forth advisable in reasonable detail a description of all order to grant to the Collateral Agent, for the benefit of the assets Holders and the Lenders, a perfected first priority security interest in the Equity Interests and debt securities of such new Subsidiary which are owned by the Company or any Subsidiary and identifying which required to be pledged pursuant to the Pledge and Security Agreement, (B) deliver to Collateral Agent the certificates representing such Equity Interests (to the extent such Equity Interests are certificated) and debt securities, together with (1) in the case of such assets comprise Equity Interests, undated stock powers endorsed in blank, and (2) in the case of such debt securities, endorsed in blank, in each case executed and delivered by a portion Officer of Consolidated Total Domestic Assets. If the Company or such Subsidiary, as the case may be, and (C) cause such new Subsidiary (alone to take such actions necessary or together advisable to grant to the Collateral Agent for the benefit of the Holders a perfected first priority security interest in the collateral described in the Pledge and Security Agreement with other Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors) owns, or at any time after the Existing Credit Agreement Effective Date one or more Subsidiaries (including any respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Pledge and Security Agreement or by law or as may be reasonably requested by the Collateral Agent; (iii) which are not at deliver to the time Wholly-Owned Domestic Subsidiary Guarantors Trustee and the Collateral Agent an opinion of counsel that such supplemental indenture and any other documents required to comply with clause (excluding (xii) ATSabove have been duly authorized, ALC executed and Macrolink only so long as they do not collectively own assets having a book value in excess of the Allowed Exclusion Amountdelivered by such new Subsidiary, and the supplemental indenture and each such other document constitutes a legal, valid binding and enforceable obligation of such new Subsidiary; and (yiv) Interturbinetake such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee or the Collateral Agent to effectuate the foregoing. The Company may transfer, Inc.in any one transaction or a series of related transactions, a Domestic any collateral to any Subsidiary Guarantor if such transferee Subsidiary Guarantor shall have complied with the requirements of Interturbine Projekt Management GmbH, a German limited liability company, only until April 1, 2013) individually or collectively own, assets having a book value exceeding the product of clauses (i) 10.0% through (expressed as a decimaliv) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets (a “Qualified Domestic Asset Trigger Event”), the Company will, to the extent necessary to ensure that Qualified Domestic Assets at the time have a book value at least equal to the Minimum Qualified Domestic Asset Amount, cause one or more Domestic Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors at the time (each an “Affected Subsidiary”above; provided that the guarantee referred to in no event clause (i) above shall be secured by, in addition to any member of collateral existing in such Subsidiary Guarantor, the TSI/Xxxxxxxxx Group be required to become an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets), and cause each Affected Subsidiary:collateral so transferred.

Subsidiary Guarantors. The Each of the undersigned is a party to a Subsidiary Guarantee Agreement, a Subsidiary Subordination Agreement and one or more Security Documents and is a Subsidiary Guarantor of the obligations of the Company will takeunder the Note Agreement referred to in the foregoing Limited Waiver and Amendment No. 4 to 2001 Amended and Restated Note Purchase Agreement (the "Amendment"). Each of the undersigned Subsidiary Guarantors hereby (a) consents to the foregoing Amendment, (b) acknowledges that, notwithstanding the execution and delivery of the foregoing Amendment, the obligations of each of the undersigned Subsidiary Guarantors are not impaired or affected and the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents continue in full force and effect, and will (c) ratifies and affirms the terms and provisions of the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents. All capitalized terms used herein which are not otherwise defined shall have the meanings given to those terms in the Note Agreement. Each of the undersigned hereby agree, at its own expense, to execute, acknowledge, deliver and cause each of its Subsidiaries to take, be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest (as shall be necessary to ensure that Qualified Domestic Assets at all times from defined in the Security Agreement) and after the Existing Credit Agreement Effective Date have a book value at least equal to the Minimum Qualified Domestic Asset Amountrights and remedies created thereby. AccordinglyIn addition, as further security for payment and without limiting the generality performance of the foregoingobligations under the Subsidiary Guarantee Agreement and as consideration for the Purchasers' agreement to enter into the Amendment, if each of the Company or any of its direct or indirect Subsidiaries shall form or acquire any Subsidiary after the Restatement Effective Date, the Company, as soon as practicable undersigned hereby further agrees to grant a perfected pledge and security interest in any event within 30 days after such formation or acquisition, will provide additional collateral as the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all may reasonably request. Excluding only the continuing obligations of the assets of such new Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assets. If such new Subsidiary (alone or together with other Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors) owns, or at any time after Purchasers under the Existing Credit Agreement Effective Date one or more Subsidiaries (including any such new Subsidiary) which are not at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding (x) ATS, ALC and Macrolink only so long as they do not collectively own assets having a book value in excess express terms of the Allowed Exclusion AmountNote Agreement, the Transaction Documents and the Amendment, the undersigned hereby releases, acquits and forever discharges the Purchasers, and each of them, and their respective Related Parties (yas defined below) Interturbineof and from any and all Claims (as defined below) arising out of, Inc., a Domestic Subsidiary of Interturbine Projekt Management GmbH, a German limited liability company, only until April 1, 2013) individually related or collectively own, assets having a book value exceeding in any way connected with the product of (i) 10.0% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets (a “Qualified Domestic Asset Trigger Event”)Note Agreement, the Company willTransaction Documents or the transactions contemplated by any thereof, including, without limitation, any action or failure to act, prior to the extent necessary execution of this Amendment, in response to ensure that Qualified Domestic Assets at or otherwise in connection with the time have a book value at least equal events or circumstances arising under or otherwise related to the Minimum Qualified Domestic Asset AmountNote Agreement, cause one the Transaction Documents or more Domestic Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors at any Defaults or Events of Default occurring under the time (each an “Affected Subsidiary”; provided that in no event shall any member of Note Agreement or the TSI/Xxxxxxxxx Group be required to become an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets), and cause each Affected Subsidiary:Transaction Documents.

Subsidiary Guarantors. The Each of the undersigned is a party to a Subsidiary Guarantee Agreement, a Subsidiary Subordination Agreement and one or more Security Documents and is a Subsidiary Guarantor of the obligations of the Company will takeunder the Note Agreement referred to in the foregoing Limited Waiver and Amendment No. 11 to 2001 Amended and Restated Note Purchase Agreement (the "Waiver and Amendment"). Each of the undersigned Subsidiary Guarantors hereby (a) consents to the foregoing Waiver and Amendment, (b) acknowledges that, notwithstanding the execution and delivery of the foregoing Waiver and Amendment, the obligations of each of the undersigned Subsidiary Guarantors are not impaired or affected and the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents continue in full force and effect, and will (c) ratifies and affirms the terms and provisions of the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents. All capitalized terms used herein which are not otherwise defined shall have the meanings given to those terms in the Note Agreement. Each of the undersigned hereby agree, at its own expense, to execute, acknowledge, deliver and cause each of its Subsidiaries to take, be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest (as shall be necessary to ensure that Qualified Domestic Assets at all times from defined in the Security Agreement) and after the Existing Credit Agreement Effective Date have a book value at least equal to the Minimum Qualified Domestic Asset Amountrights and remedies created thereby. AccordinglyIn addition, as further security for payment and without limiting the generality performance of the foregoingobligations under the Subsidiary Guarantee Agreement and as consideration for the Purchasers' agreement to enter into the Waiver and Amendment, if each of the Company or any of its direct or indirect Subsidiaries shall form or acquire any Subsidiary after the Restatement Effective Date, the Company, as soon as practicable undersigned hereby further agrees to grant a perfected pledge and security interest in any event within 30 days after such formation or acquisition, will provide additional collateral as the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all may reasonably request. Excluding only the continuing obligations of the assets of such new Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assets. If such new Subsidiary (alone or together with other Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors) owns, or at any time after Purchasers under the Existing Credit Agreement Effective Date one or more Subsidiaries (including any such new Subsidiary) which are not at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding (x) ATS, ALC and Macrolink only so long as they do not collectively own assets having a book value in excess express terms of the Allowed Exclusion AmountNote Agreement, the Transaction Documents and Waiver and Amendment, the undersigned hereby releases, acquits and forever discharges the Purchasers, and each of them, and their respective Related Parties (yas defined below) Interturbineof and from any and all Claims (as defined below) arising out of, Inc., a Domestic Subsidiary of Interturbine Projekt Management GmbH, a German limited liability company, only until April 1, 2013) individually related or collectively own, assets having a book value exceeding in any way connected with the product of (i) 10.0% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets (a “Qualified Domestic Asset Trigger Event”)Note Agreement, the Company willTransaction Documents or the transactions contemplated by any thereof, including, without limitation, any action or failure to act, prior to the extent necessary execution of the Waiver and Amendment, in response to ensure that Qualified Domestic Assets at or otherwise in connection with the time have a book value at least equal events or circumstances arising under or otherwise related to the Minimum Qualified Domestic Asset AmountNote Agreement, cause one the Transaction Documents or more Domestic Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors at any Defaults or Events of Default occurring under the time (each an “Affected Subsidiary”; provided that in no event shall any member of Note Agreement or the TSI/Xxxxxxxxx Group be required to become an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets), and cause each Affected Subsidiary:Transaction Documents.

Subsidiary Guarantors. The Each of the undersigned is a party to a Subsidiary Guarantee Agreement, a Subsidiary Subordination Agreement and one or more Security Documents and is a Subsidiary Guarantor of the obligations of the Company will takeunder the Note Agreement referred to in the foregoing Limited Waiver and Amendment No. 9 to 2001 Amended and Restated Note Purchase Agreement (the "Waiver and Amendment"). Each of the undersigned Subsidiary Guarantors hereby (a) consents to the foregoing Waiver and Amendment, (b) acknowledges that, notwithstanding the execution and delivery of the foregoing Waiver and Amendment, the obligations of each of the undersigned Subsidiary Guarantors are not impaired or affected and the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents continue in full force and effect, and will (c) ratifies and affirms the terms and provisions of the Subsidiary Guarantee Agreement, the Subsidiary Subordination Agreement and Security Documents. All capitalized terms used herein which are not otherwise defined shall have the meanings given to those terms in the Note Agreement. Each of the undersigned hereby agree, at its own expense, to execute, acknowledge, deliver and cause each of its Subsidiaries to take, be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest (as shall be necessary to ensure that Qualified Domestic Assets at all times from defined in the Security Agreement) and after the Existing Credit Agreement Effective Date have a book value at least equal to the Minimum Qualified Domestic Asset Amountrights and remedies created thereby. AccordinglyIn addition, as further security for payment and without limiting the generality performance of the foregoingobligations under the Subsidiary Guarantee Agreement and as consideration for the Purchasers' agreement to enter into the Waiver and Amendment, if each of the Company or any of its direct or indirect Subsidiaries shall form or acquire any Subsidiary after the Restatement Effective Date, the Company, as soon as practicable undersigned hereby further agrees to grant a perfected pledge and security interest in any event within 30 days after such formation or acquisition, will provide additional collateral as the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all may reasonably request. Excluding only the continuing obligations of the assets of such new Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assets. If such new Subsidiary (alone or together with other Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors) owns, or at any time after Purchasers under the Existing Credit Agreement Effective Date one or more Subsidiaries (including any such new Subsidiary) which are not at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding (x) ATS, ALC and Macrolink only so long as they do not collectively own assets having a book value in excess express terms of the Allowed Exclusion AmountNote Agreement, the Transaction Documents and Waiver and Amendment, the undersigned hereby releases, acquits and forever discharges the Purchasers, and each of them, and their respective Related Parties (yas defined below) Interturbineof and from any and all Claims (as defined below) arising out of, Inc., a Domestic Subsidiary of Interturbine Projekt Management GmbH, a German limited liability company, only until April 1, 2013) individually related or collectively own, assets having a book value exceeding in any way connected with the product of (i) 10.0% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets (a “Qualified Domestic Asset Trigger Event”)Note Agreement, the Company willTransaction Documents or the transactions contemplated by any thereof, including, without limitation, any action or failure to act, prior to the extent necessary execution of the Waiver and Amendment, in response to ensure that Qualified Domestic Assets at or otherwise in connection with the time have a book value at least equal events or circumstances arising under or otherwise related to the Minimum Qualified Domestic Asset AmountNote Agreement, cause one the Transaction Documents or more Domestic Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors at any Defaults or Events of Default occurring under the time (each an “Affected Subsidiary”; provided that in no event shall any member of Note Agreement or the TSI/Xxxxxxxxx Group be required to become an “Affected Subsidiary”) to become Credit Parties (and their assets to become Qualified Domestic Assets), and cause each Affected Subsidiary:Transaction Documents.

Subsidiary Guarantors. (a) The Company will takeParent Guarantor and the Borrower shall, and will cause each of its Subsidiaries to take, such actions from time to time as shall be necessary to ensure that Qualified Domestic Assets at all times from and after the Existing Credit Agreement Effective Date have a book value at least equal to the Minimum Qualified Domestic Asset Amount. Accordingly, and without limiting the generality of the foregoing, if the Company or any of its direct or indirect Subsidiaries shall form or acquire any Subsidiary after the Restatement Effective Date, the Company, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Subsidiary and identifying which of such assets comprise a portion of Consolidated Total Domestic Assets. If such new Subsidiary (alone or together with other Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors) owns, or at any time after the Existing Credit Agreement Effective Date one or more Subsidiaries (including any such new Subsidiary) which are not at the time Wholly-Owned Domestic Subsidiary Guarantors (excluding (x) ATSat all times, ALC not later than the date on which the applicable Compliance Certificate is required to be delivered hereunder, for each other Person (other than an Excluded Subsidiary) becoming a Material Subsidiary (whether by acquisition of a Property or otherwise) and Macrolink only so long as they do each Subsidiary that is a Material Subsidiary and that is not collectively own assets having a book value in excess Subsidiary Guarantor ceasing to be an Excluded Subsidiary, and each Subsidiary of the Allowed Exclusion AmountParent Guarantor that owns, and (y) Interturbinedirectly or indirectly, Inc.any Equity Interest of any of such Subsidiaries, a Domestic Subsidiary of Interturbine Projekt Management GmbH, a German limited liability company, only until April 1, 2013) individually or collectively own, assets having a book value exceeding in each case during the product of (i) 10.0% (expressed as a decimal) multiplied by (ii) the aggregate book value of Consolidated Total Domestic Assets (a “Qualified Domestic Asset Trigger Event”), the Company willfiscal quarter for which such Compliance Certificate is required, to the extent necessary to ensure satisfy the Guaranty Requirement as of the last day of such fiscal quarter and (y) at all times, not later than the date any Subsidiary of the Parent Guarantor that Qualified Domestic Assets at is a borrower or a guarantor, or otherwise has a payment obligation in respect of, any Unsecured Indebtedness, becomes a borrower or guarantor or otherwise incurs such payment obligation in respect of such Unsecured Indebtedness (other than intercompany Indebtedness between or among any of the time have a book value at least equal Parent Guarantor, the Borrower and their Subsidiaries), deliver or cause to be delivered to the Minimum Qualified Domestic Asset Amount, cause one or more Domestic Subsidiaries which are not Wholly-Owned Domestic Subsidiary Guarantors at the time (Administrative Agent each an “Affected Subsidiary”; provided that in no event shall any member of the TSI/Xxxxxxxxx Group be required following items, each in form and substance reasonably satisfactory to become the Administrative Agent: (i) an “Affected Accession Agreement executed by such Material Subsidiary”, and (ii) the items with respect to become Credit Parties such Material Subsidiary that would have been delivered under Sections 6.1.(iv) through (and their assets to become Qualified Domestic Assetsviii) if such Material Subsidiary had been a Subsidiary Guarantor on the Effective Date (in the case of Section 6.1.(iv), and cause each Affected Subsidiary:only to the extent requested by the Administrative Agent in connection with a new Borrowing Base Property). Nothing contained in this Section shall supersede, modify or otherwise affect the provisions of Sections 4.1. or 4.2.