UNDER THAT
CERTAIN NON-
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DISCLOSURE AGREEMENT DATED OCTOBER 29, 2009 BETWEEN OPTELECOM AND THE HOLDER
(THE "NDA") AND SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF THE NDA.
8.2
NEGATIVE COVENANTS.
UNTIL THIS NOTE IS PAID
IN FULL IN CASH, OPTELECOM COVENANTS AND AGREES WITH THE HOLDER NOT TO DO ANY OF
THE FOLLOWING WITHOUT THE PRIOR WRITTEN CONSENT OF THE HOLDER (THE "NEGATIVE
COVENANTS" AND COLLECTIVELY WITH THE AFFIRMATIVE COVENANTS AND THE COVENANTS
UNDER SECTION 8.3 HEREOF, THE "COVENANTS"):
(A)
ADDITIONAL INDEBTEDNESS. NEITHER OPTELECOM NOR
ANY OF ITS SUBSIDIARIES SHALL INCUR ANY INDEBTEDNESS FOR BORROWED MONEY, OR
GUARANTEE THE INDEBTEDNESS OR OTHER OBLIGATIONS OF ANY OTHER PERSON, OTHER THAN
THE INCURRENCE OF PERMITTED DEBT (AS DEFINED HEREIN).
FOR PURPOSES OF THIS
NOTE, THE TERM "PERMITTED DEBT" SHALL MEAN:
(I)
THE SENIOR INDEBTEDNESS OF OPTELECOM;
(II)
INDEBTEDNESS OF OPTELECOM-NKF B.V. UNDER A
REVOLVING CREDIT FACILITY OR FACILITIES PROVIDED TO OPTELECOM-NKF B.V. BY ABN
AMRO (TOGETHER WITH ANY OTHER INSTITUTION THAT ASSUMES THE OBLIGATIONS OF ABN
AMRO UNDER SUCH FACILITY OR FACILITIES, THE "DUTCH BANK") IN AN AGGREGATE AMOUNT
NOT TO EXCEED TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) (OR THE EURO
CURRENCY EQUIVALENT OF TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000)) AND ANY
DEBENTURES, NOTES OR OTHER EVIDENCE OF INDEBTEDNESS ISSUED IN EXCHANGE FOR SUCH
REVOLVING CREDIT FACILITY OR FACILITIES;
(III)
ANY PAYABLES INCURRED BY OPTELECOM OR ANY
SUBSIDIARY THEREOF IN THE ORDINARY COURSE OF BUSINESS (AS HISTORICALLY
CONDUCTED);
(IV)
ANY UNSECURED INDEBTEDNESS OF OPTELECOM THAT IS
JUNIOR IN RIGHT OF PAYMENT TO THE OBLIGATIONS UNDER THIS NOTE ON TERMS NO LESS
FAVORABLE THAN THOSE SET FORTH ON EXHIBIT A HERETO; AND
(V)
ANY INDEBTEDNESS OF OPTELECOM OR ANY SUBSIDIARY
THEREOF TO THE EXTENT SUCH INDEBTEDNESS AND THE LIEN SECURING SUCH INDEBTEDNESS
IS PERMITTED UNDER SECTION 8.2(E)(IV)(G) HEREOF.
(B)
DISTRIBUTIONS.
OPTELECOM SHALL NOT MAKE OR CAUSE
TO BE MADE ANY DISTRIBUTION OF CASH OR OTHER PROPERTY OF OPTELECOM TO ANY OF ITS
STOCKHOLDERS, WHETHER SUCH DISTRIBUTION WOULD BE CHARACTERIZED AS A DIVIDEND OR
OTHERWISE, OR OTHERWISE REPURCHASE ANY SHARES OF CAPITAL STOCK OF OPTELECOM,
OTHER THAN REPURCHASES OF CAPITAL STOCK FROM EMPLOYEES PURSUANT TO AGREEMENTS
PROVIDING FOR SUCH REPURCHASE AS A RESULT OF TERMINATION OF EMPLOYMENT.
(C)
AFFILIATE TRANSACTIONS. NEITHER OPTELECOM NOR
ITS SUBSIDIARIES SHALL PURCHASE OR SELL ANY PROPERTY OR SERVICES, BORROW OR LEND
MONEY OR PROPERTY FROM OR TO, OR CO-INVEST IN ANY TRANSACTION WITH ANY OF THEIR
RESPECTIVE AFFILIATES, EXCEPT FOR INTER-COMPANY LOANS BETWEEN OPTELECOM AND ITS
DIRECT AND INDIRECT WHOLLY-OWNED SUBSIDIARIES IN THE ORDINARY COURSE OF BUSINESS
(AS HISTORICALLY CONDUCTED) AND EXCEPT FOR REASONABLE AND CUSTOMARY EMPLOYMENT
COMPENSATION ARRANGEMENTS AND EXCEPT FOR TRANSACTIONS ENTERED INTO OR INCURRED
ON AN ARM'S-LENGTH BASIS ON COMMERCIALLY REASONABLE TERMS.
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(D)
DISPOSITION OF ASSETS.
NEITHER OPTELECOM NOR ANY
OF ITS SUBSIDIARIES SHALL DISPOSE OF ANY ASSETS, WHETHER BY SALE, LEASE,
TRANSFER OR OTHER DISPOSITION (INCLUDING ANY SUCH DISPOSITION EFFECTED BY WAY OR
MERGER OR CONSOLIDATION), OTHER THAN (I) DISPOSITIONS OR TRANSFERS BY AND AMONG
OPTELECOM AND/OR ITS WHOLLY-OWNED