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Loan Agreement Dated July 12, 2006

This is an actual contract by Fountain Powerboat Industries.

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Sectors: Automotive and Transport Equipment
Governing Law: North Carolina, View North Carolina State Laws
Effective Date: July 12, 2006
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EXHIBIT 10.1








LOAN AGREEMENT

between

FOUNTAIN POWERBOATS, INC.,



as Borrower,



FOUNTAIN POWERBOAT INDUSTRIES, INC.,



as Parent Guarantor



and

REGIONS BANK

$5,000,000 Credit Facility

July 12, 2006








TABLE OF CONTENTS





Page ARTICLE I DEFINITIONS 1.1 Defined Terms 1 1.2 Accounting Terms 12 1.3 Singular/Plural 12 1.4 Other Terms 12 ARTICLE II TERMS OF THE LOANS 2.1 Commitment; Loans 13 2.2 Evidence of Loans; Note 13 2.3 Borrowings 13 2.4 Repayment; Maturity of the Loans 13 2.5 Optional Prepayment of any Loan 14 2.6 Use of Proceeds 14 2.7 Interest 14 2.8 Payment 15 2.9 Taxes 15 2.10 Basis for Determining Interest Rate Inadequate or Unfair 15 2.11 Illegality 16 2.12 Increased Cost and Reduced Return. 16 2.13 Base Rate Loans Substituted for Affected LIBOR Loans 17 2.14 Compensation 17 ARTICLE III CONDITIONS TO EFFECTIVENESS AND BORROWING 3.1 Conditions of Effectiveness 18 3.2 Conditions of All Borrowings 20 3.3 Waiver of Conditions Precedent 20 ARTICLE IV REPRESENTATIONS AND WARRANTIES 4.1 Corporate Organization and Power 21 4.2 Corporate Authority: No Conflict With Other Instruments or Law 21 4.3 Due Execution and Delivery 21 4.4 Enforceability 21





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4.5 Governmental Approval 22 4.6 Margin Stock 22 4.7 Investment Company 22 4.8 Taxes 22 4.9 Litigation 22 4.10 Financial Statements 22 4.11 No Material Adverse Change 23 4.12 Compliance with Laws 23 4.13 Environmental Compliance 23 4.14 Ownership of Properties 24 4.15 Intellectual Property 24 4.16 Insurance 24 4.17 ERISA 25 4.18 Full Disclosure 25 4.19 No Default 25 4.20 Subsidiaries 25 4.21 First Priority Liens 25 4.22 Labor Relations 25 4.23 OFAC; Anti-Terrorism Laws 26 ARTICLE V AFFIRMATIVE COVENANTS 5.1 Financial and Business Information 26 5.2 Notice of Certain Events 27 5.3 Existence; Franchises; Maintenance of Properties 27 5.4 Compliance with Laws 28 5.5 Payment of Obligations 28 5.6 Maintenance of Books and Records; Inspection 28 5.7 Maintenance of Insurance 28 5.8 Compliance with ERISA 28 5.9 Name Change 29 5.10 OFAC, PATRIOT Act Compliance 29 5.11 Further Assurances 29 ARTICLE VI FINANCIAL COVENANTS 6.1 Fixed Charge Coverage Ratio 29 6.2 Minimum Tangible Net Worth 29 6.3 Debt to Tangible Net Worth Ratio 30 6.4 Capital Expenditures 30





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ARTICLE VII NEGATIVE COVENANTS 7.1 Mergers; Consolidations 30 7.2 Indebtedness 30 7.3 Liens and Encumbrances 31 7.4 Disposition of Assets 32 7.5 Restricted Investments 32 7.6 Restricted Payments 32 7.7 Transactions With Related Persons 33 7.8 Sale-Leaseback Transactions 33 7.9 Certain Amendments 33 7.10 Limitation on Certain Restrictions 34 7.11 No Other Negative Pledges 34 7.12 Partnerships 34 7.13 Lines of Business 34 7.14 Boat Collateral 34 7.15 Fiscal Year 35 7.16 Accounting Changes 35 7.17 Additional Covenants of the Parent 35 ARTICLE VIII EVENTS OF DEFAULT; REMEDIES 8.1 Events of Default 36 8.2 Remedies 37 ARTICLE IX GUARANTY 9.1 The Parent Guaranty 38 9.2 Guaranty Unconditional 39 9.3 Nature of Liability 39 9.4 Independent Obligation 39 9.5 Authorization 39 9.6 Reliance 40 9.7 Waiver 40 9.8 Application; Set-Off 41 ARTICLE X MISCELLANEOUS 10.1 Costs, Expenses and Taxes 42 10.2 Indemnification 42





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10.3 Waiver of Jury Trial 43 10.4 Waiver of Automatic or Supplemental Stay 43 10.5 Notices 43 10.6 Continuing Obligations 44 10.7 Controlling Law 44 10.8 Successors and Assigns 44 10.9 Assignment and Sale 44 10.10 Entire Agreement 44 10.11 Amendment 45 10.12 Severability 45 10.13 Counterparts 45 10.14 Captions 45 10.15 Consent Under Term Loan Agreement 45



Exhibit A Form of Note Exhibit B Form of Compliance Certificate Exhibit C Form of Borrowing Notice Schedule 4.9 Litigation Schedule 4.13 Environmental Compliance Schedule 4.14 Realty; Registry Schedule 4.15 Intellectual Property Schedule 4.16 Insurance





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LOAN AGREEMENT



THIS LOAN AGREEMENT , dated as of July 12, 2006, is made and entered into by and between FOUNTAIN POWERBOATS, INC. , a North Carolina corporation with its principal office at 1653 Whichard' s Beach Road, Washington, North Carolina 27889 (the " Borrowernone" ), FOUNTAIN POWERBOAT INDUSTRIES, INC. , a Nevada corporation (the " Parentnone" ), and REGIONS BANK, an Alabama chartered bank with offices in Charlotte, North Carolina.



BACKGROUND STATEMENT



A. The Borrower has requested that the Bank extend a $5,000,000 non-revolving line of credit to the Borrower, to be advanced by the Bank pursuant to the terms and conditions hereof.

B. The Bank is willing to extend the non-revolving line of credit described above upon the terms and subject to the conditions set forth in this Agreement.



AGREEMENT



NOW, THEREFORE , in consideration of the premises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce the Bank to make the loans described herein, the parties hereto hereby agree as follows:



ARTICLE I



DEFINITIONS



1.1 Defined Termsnone . In addition to the words and terms defined elsewhere in this Agreement, the following terms when used herein shall have the following respective meanings:



" Adjusted Base Ratenone" shall mean an interest rate per annum equal to the sum of (i) the Base Rate, and (ii) the Applicable Margin in effect at such time with respect to such Loan.



" Adjusted LIBOR Ratenone" shall mean, with respect to any Interest Period, a rate per annum equal to the sum of (i) the quotient obtained (rounded upwards, if necessary, to the next higher 1/100 of one percent) by dividing (A) the LIBOR Rate for such Interest Period by (B) 1.00 minus the Eurodollar Reserve Percentage, and (ii) the Applicable Margin in effect at such time with respect to such Loan.

" Affiliatenone" shall mean, as to any Person, (i) any other Person which directly, or indirectly through one or more intermediaries, controls such Person, (ii) any other Person which directly, or indirectly through one or more intermediaries, is controlled by or is under common control with such Person, or (iii) any other Person of which such Person owns, directly or indirectly, ten percent (10%) or more of the common stock or equivalent equity interests. As used herein, the term " controlnone" means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting







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securities or otherwise. Notwithstanding anything to the contrary set forth herein, so long as Brunswick Corporation does not own ten percent (10%) or more of the Capital Stock of the Parent, it shall not be considered an Affiliate of the Parent or the Borrower.



" Agreementnone" shall mean this Loan Agreement and all schedules and exhibits hereto, together with any amendments, modifications, replacements and supplements hereto, and any substitutes herefor.

" Applicable Marginnone" shall mean, (i) with respect to LIBOR Loans, 1.75% per annum; and (ii) with respect to Base Rate Loans, 0% per annum.

" Banknone" shall mean Regions Bank, an Alabama chartered bank with offices in Charlotte, North Carolina, and its successors and assigns.

" Bankruptcy Codenone" shall mean Title 11 of the United States Code, as amended, and any successor statute or statutes having substantially the same function.

" Base Ratenone" shall mean the higher of (i) the rate which the Bank announces from time to time as its prime lending rate, as in effect from time to time, or (ii) the Federal Funds Rate, as in effect from time to time, plus one-half of one percent ( 1 / 2 %) per annum (any changes in such rates to be effective as of the date of any change in such rate). The Bank prime lending rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Bank may make commercial loans or other loans at rates of interest at, above, or below the Bank prime lending rate.

" Base Rate Loannone" shall mean, at any time, all or any portion of any Loan that bears interest at the Adjusted Base Rate at such time.

" Boat Collateralnone" shall mean, with respect to each Loan, the Watercraft (as defined in a775A-33 of the North Carolina General Statutes) and all other parts, products, equipment and inventory related thereto, an adequate description of which is contained in the manufacturer' s statement of origin attached to the Borrowing Notice for such Loan.

" Borrowernone" shall have the meaning given to such term in the introductory paragraph hereof.

" Borrowingnone" shall mean the borrowing of any Loan pursuant to Article II .

" Borrowing Datenone" shall have the meaning set forth in Section 2.3 .

" Business Daynone" shall mean any day of the year on which banks are open for business in Charlotte, North Carolina.

" Capitalized Leasenone" shall mean any lease or similar arrangement which is of a nature that payment obligations of the lessee or obligor thereunder at the time are or should be capitalized and shown as liabilities (other than current liabilities) upon a balance sheet of such lessee or obligor prepared in accordance with GAAP.







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" Capitalized Lease Obligationsnone" shall mean, with respect to any Capital Lease, the amount of the obligation of the lessee thereunder that would, in accordance with GAAP, appear on a balance sheet of such lessee with respect to such Capital Lease.



" Capital Expendituresnone" shall mean during any period, the sum of all amounts paid during such period that would, in accordance with GAAP, be included on the consolidated statement of cash flows of the Parent and its Subsidiaries as an acquisition of fixed assets or improvements, replacements, substitutions or additions thereto.

" Capital Stocknone" shall mean (i) with respect to any Person that is a corporation, any and all shares, interests or equivalents in capital stock (whether voting or nonvoting, and whether common or preferred) of such corporation, and (ii) with respect to any Person that is not a corporation, any and all partnership, membership, limited liability company or other equity interests of such Person; and in each case, any and all warrants, rights or options to purchase any of the foregoing.

" Cash Equivalentsnone" shall mean (i) securities issued or unconditionally guaranteed or insured by the United States of America or any agency or instrumentality thereof, backed by the full faith and credit of the United States of America and maturing within one year from the date of acquisition, (ii) commercial paper issued by any Person organized under the laws of the United States of America, maturing within 180 days from the date of acquisition and, at the time of acquisition, having a rating of at least A-1 or the equivalent thereof by Standard & Poor' s Ratings Services or at least P-1 or the equivalent thereof by Moody' s Investors Service, Inc., (iii) time deposits and certificates of deposit maturing within 180 days from the date of issuance and issued by a bank or trust company organized under the laws of the United States of America or any state thereof (y) that has combined capital and surplus of at least $500,000,000 or (z) that has (or is a subsidiary of a bank holding company that has) a long-term unsecured debt rating of at least A or the equivalent thereof by Standard & Poor' s Ratings Services or at least A2 or the equivalent thereof by Moody' s Investors Service, Inc., (iv) repurchase obligations with a term not exceeding thirty (30) days with respect to underlying securities of the types described in clause (i) above entered into with any bank or trust company meeting the qualifications specified in clause (iii) above, and (v) money market funds at least ninety-five percent (95%) of the assets of which a re continuously invested in securities of the foregoing types.

" Change in Controlnone" shall mean and be deemed to occur if (i) the Parent ceases to own, beneficially and of record, and control 100% of the total Capital Stock of the Borrower, (ii) any Person, or group of Persons acting in concert, other than Reginald M. Fountain, Jr. shall become the " beneficial owner" of Capital Stock of the Parent representing 25% or more of the combined voting power of the then outstanding Capital Stock of the Parent ordinarily having the right to vote in the election of directors, (iii) during any period of up to twelve (12) consecutive months, commencing after the Closing Date, individuals who at the beginning of such twelve (12) month period were directors of the Parent (together with any new director whose election by the Parent' s board of directors or whose nomination for election by Parent' s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors of the Parent then in office, or (iv) Reginald M. Fountain, Jr. shall cease to serve as the chief executive officer of the Parent and the Borrower unless the Parent and the Borrower shall have selected a chief executive officer reasonably satisfactory to the Bank.







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" Change of Lawnone" shall mean the adoption of any applicable law, rule or regulation, or any change therein or any existing or future law, rule or regulation, or any change in the interpretation or administration thereof, by any Governmental Authority, or compliance by the Bank with any with any request or directive (whether or not having the force of law) of any Governmental Authority.



" Closing Datenone" shall mean the date upon which each of the conditions set forth in Section 3.1 shall have been satisfied or waived in accordance with the terms of this Agreement.

" Codenone" shall mean the Internal Revenue Code of 1986, as amended, or any successor federal tax code. Any reference to any provision of the Code shall also include the income tax regulations promulgated thereunder, whether final, temporary or proposed.

" Compliance Certificatenone" shall mean a fully completed and duly executed certificate in the form of Exhibit B , together with a Covenant Compliance Worksheet.

" Consolidated EBITDAnone" shall mean, for any Person for any period, the aggregate of (i) Consolidated Net Income of such Person for such period, plusnone (ii) the sum of depreciation, amortization of intangible assets, interest expense, and income tax expense, and minusnone (iii) interest income, all to the extent taken into account in the calculation of Consolidated Net Income of such Person for such period.

" Consolidated Fixed Chargesnone" shall mean, for any Person for any period of four consecutive fiscal quarters, the aggregate (without duplication) of (i) Consolidated Interest Expense to the extent paid (or required to be paid) in cash during such period, and (ii) the aggregate (without duplication) of all scheduled payments of principal on Funded Debt required to have been made by such Person and its Subsidiaries during such period (whether or not such payments are actually made), including, without limitation, the aggregate princi pal amount of the Loans due during such period under Section 2.4 (as such amounts may have been previously adjusted in accordance with the terms of this Agreement as a result of prior prepayments on the Loans, including adjustments made pursuant to Section 2.5 ).

" Consolidated Indebtednessnone" shall mean, as of the last day of any fiscal quarter, the aggregate of all Indebtedness (whether or not reflected on the Parent' s or any Subsidiary' s balance sheet) of the Parent and its Subsidiaries as of such date, determined on a consolidated basis in accordance with GAAP.

" Consolidated Interest Expensenone" shall mean, for any Person for any period, the aggregate (without duplication) of (i) total interest expense of such Person and its Subsidiaries for such period in respect of Funded Debt of such Person and its Subsidiaries (including all such interest expense accrued or capitalized during such period, whether or not actually paid during such period), and (ii) all net amounts payable under or in respect of Hedge Agreements, to the extent paid or accrued by such Person and its Subsidiaries during such p eriod.







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" Consolidated Net Incomenone" shall mean, for any Person for any period, the net income (or loss) of such Person and its Subsidiaries, as determined on consolidated basis in accordance with GAAP.



" Consolidated Tangible Net Worthnone" shall mean, as of any date of determination, the (i) total assets of the Parent and its Subsidiaries as of such date, other than assets which would be treated as intangible assets for balance sheet presentation purposes under GAAP, including without limitation goodwill, trademarks, tradenames, copyrights, patents and technologies, and unamortized debt discount and expense, minusnone (ii) total liabilities of the Parent and its Subsidiaries as of such date, in each case determined on a consolidated basis in accordance with GAAP.

" Controlled Groupnone" shall mean all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the Borrower, are treated as a single employer under Section 414 of the Code.

" Costsnone" shall have the meaning set forth in Section 10.2 .

" Covenant Compliance Worksheetnone" shall mean a fully completed worksheet in the form of Attachment A to Exhibit B .

" Debt to Tangible Net Worth Rationone" shall mean, as of the last day of any fiscal quarter, the ratio of (i) Funded Debt as of such date to (ii) Consolidated Tangible Net Worth as of such date.

" Defaultnone" shall mean any event which with the giving of notice, lapse of time, or both, would become an Event of Default.

" Default Ratenone" shall mean an interest rate equal to the Base Rate plus two percent (2.0%) per annum.

" Dollarnone" or " $none" shall mean dollars in lawful currency of the United States of America.

" Environmental Lawnone" shall mean any federal, state or local law, statute, ordinance, rule, regulation, permit, license, approval, interpretation, order, guidance or other legal requirement (including without limitation any subsequent enactment, amendment or modification) relating to the protection of human health or the environment, including, but not limited to, any requirement pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permi tting, investigation or remediation of materials that are or may constitute a threat to human health or the environment.

" ERISAnone" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and all rules and regulations from time to time promulgated thereunder.

" ERISA Affiliatenone" shall mean any Person (including any trade or business, whether or not incorporated) that would be deemed to be under " common control" with, or a member of the same Controlled Group as, the Borrower or any of its Subsidiaries, within the meaning of Sections 414(b), (c), (m) or (o) of the Internal Revenue Code or Section 4001 of ERISA.







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" ERISA Eventnone" shall mean any of the following with respect to a Plan or Multiemployer Plan, as applicable: (i) a Reportable Event with respect to a Plan or a Multiemployer Plan, (ii) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan that results in liability under Section 4201 or 4204 of ERISA, or the receipt by the Borrower or any ERISA Affiliate of notice from a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA o r that it intends to terminate or has terminated under Section 4041A of ERISA, (iii) the distribution by the Borrower or any ERISA Affiliate under Section 4041 or 4041A of ERISA of a notice of intent to terminate any Plan or the taking of any action to terminate any Plan, (iv) the commencement of proceedings by the PBGC under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Borrower or any ERISA Affiliate of a notice from any Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan, (v) the institution of a proceeding by any fiduciary of any Multiemployer Plan against the Borrower or any ERISA Affiliate to enforce Section 515 of ERISA, which is not dismissed within thirty (30) days, (vi) the imposition upon the Borrower or any ERISA Affiliate of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, or the imposition or threatened imposition of any Lien upon any assets of the Borrower or any ERISA Affiliate as a result of any alleged failure to comply with the Internal Revenue Code or ERISA in respect of any Plan, (vii) the engaging in or otherwise becoming liable for a nonexempt Prohibited Transaction by the Borrower or any ERISA Affiliate, (viii) a violation of the applicable requirements of Section 404 or 405 of ERISA or the exclusive benefit rule under Section 401(a) of the Internal Revenue Code by any fiduciary of any Plan for which the Borrower or any of its ERISA Affiliates may be directly or indirectly liable or (ix) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Internal Revenue Code or Section 307 of ERISA, would result in the loss of tax-exempt status of the trust of which such Plan is a part if the Borrower or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of such sections.



" Eurodollar Reserve Percentagenone" shall mean for any day that the percentage (expressed as a decimal) which is in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement for a member bank of the Federal Reserve System in respect of " Eurocurrency liabilitiesnone" (or in respect of any other category of liabilities which includes deposits by reference to which the interest rate on LIBOR Loans is determined or any category of extensions of credit or other assets which includes loans by a non-United States office of the Bank to United States residents). The Adjusted LIBOR Rate shall be adjusted automatically on and as of the effective date of any change in the Eurodollar Reserve Percentage.

" Event of Defaultnone" shall have the meaning specified in Article VIII hereof.

" Exchange Actnone" shall mean the Securities Exchange Act of 1934, as amended from time to time, and any successor statute, and all rules and regulations from time to time promulgated thereunder.

" Federal Funds Ratenone" shall mean, for any period, a fluctuating per annum interest rate (rounded upwards, if necessary, to the nearest 1/100 of one percentage point) equal for each day during such period to the weighted average of the rates on overnight federal funds transactions







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with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Bank from three federal funds brokers of recognized standing selected by the Bank.



" fiscal quarternone" or " FQnone" shall mean a fiscal quarter of the Parent and its Subsidiaries.

" fiscal yearnone" or " FYnone" shall mean a fiscal year of the Parent and its Subsidiaries.

" Fixed Charge Coverage Rationone" shall mean, as of the last day of any period of four consecutive fiscal quarters, the ratio of: (i)(A) Consolidated EBITDA of the Parent for such period minusnone (B) aggregate tax expense to the extent paid in cash by the Borrower and its Subsidiaries during such period minusnone (C) all dividends and distributions paid in cash by the Parent to its shareholders during such period, to (ii) Consolidated Fixed Charges of the Parent for such period.

" Funded Debtnone" shall mean all Indebtedness of the Parent and its Subsidiaries (other than Indebtedness of the types referred to in clause (xi) thereof or permitted under Section 7.2(iv) ).

" GAAPnone" shall mean generally accepted accounting principles, as recognized by the American Institute of Certified Public Accountants, consistently applied and maintained on a consistent basis for the Parent and its Subsidiaries on a consolidated basis throughout the period indicated and consistent with the financial practice of the Parent and its Subsidiaries after the date hereof.

" Governmental Authoritynone" shall mean any nation or government, any state, department, agency or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government, and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing.

" Guaranteed Obligationsnone" shall have the meaning specified in Section 9.1 .

" Hazardous Materialnone" shall mean any substance or material meeting any one or more of the following criteria: (i) it is or contains a substance designated as a hazardous waste, hazardous substance, pollutant, contaminant or toxic substance under any Environmental Law; (ii) it is toxic, explosive, corrosive, ignitable, infectious, radioactive, mutagenic or otherwise hazardous, (iii) its presence requires investigation or remediation under an Environmental Law or common law; (iv) it constitutes a danger, nuisance, trespass o r health or safety hazard to persons or property; and/or (v) it is or contains, without limiting the foregoing, petroleum hydrocarbons.

" Hedge Agreementnone" shall mean any interest or foreign currency rate swap, cap, collar, option, hedge, forward rate or other similar agreement or arrangement designed to protect against fluctuations in interest rates or currency exchange rates.







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" Indebtednessnone" shall mean, for any Person, without duplication (i) obligations of such Person for borrowed money; (ii) obligations of such Person evidenced by bonds, debentures, notes or other similar instruments; (iii) obligations of such Person in respect of the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business on terms customary in the trade); (iv) obligations of such Person under any conditional sale or other title retention agreement(s) relati ng to property acquired by such Person; (v) Capitalized Lease Obligations of such Person; (vi) obligations, contingent or otherwise, of such Person in respect of letters of credit, acceptances or similar extensions of credit (whether or not drawn upon and in the stated amount thereof); (vii) guaranties by such Person of the type of indebted
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