Failure to Pay Principal or Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise.

Failure to Pay an Amortization Payment. The Borrower fails to pay an Amortization Payment (as defined in this Note) when due as provided in Section 4.17 of this Note.

Obligation to Pay Attorney Fees and Costs. Pennypacker understands and agrees that if he violates any of the commitments he has made in this Agreement, the Company may seek to recover all payments and/or the value of the benefits provided in paragraphs 3.a. thru 3.f. of this Agreement, with the exception of Ten Thousand Dollars ($10,000), and that, except as provided in paragraph 15, he will be responsible for paying the actual attorney fees and costs incurred by the Company in successfully enforcing this Agreement, defending a claim released by paragraph 5, or in successfully defending an action brought under this Agreement by Pennypacker.

Notwithstanding any other provision of this Agreement to the contrary, Employee shall not continue to be eligible for health and welfare benefit plan coverage (other than the right to elect continuation coverage under COBRA or similar state continuation coverage laws) after Employee’s termination of employment. In the event Employee properly and timely elects continuation coverage under COBRA, Employee shall be required to pay such portion of the cost of such continuation coverage, as is paid by other similarly situated active executives.

Failure to Pay; Failure to Observe Covenants. The Company shall # fail to pay when due any principal payment on the due date hereunder, # fail to pay any interest payment or other payment required under the terms of this Note or any other Transaction Document on the date due, and such payment shall not have been made within five (5) days of the Company's receipt of written notice to the Company of such failure to pay, or # fails to observe or perform any other covenant in the Note or any other Transaction Document due, and such payment or observance shall not have been made within thirty (30) days of the Company's receipt of written notice to the Company of such failure to pay or failure to observe; or

Pay-Off Letter; Termination of Existing Guarantees. The Administrative Agent shall have received # satisfactory pay-off letters for all existing Indebtedness to be repaid from the proceeds of the initial Borrowing (including, without limitation, the Indebtedness owing pursuant to the PAO TMK Affiliate Loan Agreement), confirming that all Liens upon any of the property of the Loan Parties constituting Collateral will be terminated concurrently with such payment and all letters of credit issued or guaranteed as part of such Indebtedness shall have been cash collateralized or supported by a Letter of Credit, and # evidence satisfactory to Administrative Agent in its sole discretion that any and all Guarantees by any Loan Party made on or prior to the Effective Date (including, without limitation, the PAO TMK 2013 Eurobond Guarantee and any Guarantee issued by any Loan Party with respect to the PAO TMK Affiliate Loan Agreement, or otherwise, but excluding the PAO TMK 2011 Eurobond Guarantee), in each case, have been canceled and terminated as of the Effective Date.

LLC Agreement and Exercise Agreement. Nothing in this Agreement shall in any way supersede, modify, replace, amend, rescind, waive, narrow or broaden any provision set forth in Section 7.02 of the LLC Agreement or the Exercise Agreement (including, without limitation, all representations, warranties, covenants and agreements therein contained) or any of the rights, remedies or obligations arising therefrom, it being understood that all such representations, warranties, covenants and agreements therein contained and all rights, remedies and obligations arising therefrom shall survive the execution and delivery of this Agreement and the doctrine of merger shall not apply hereto or thereto. Blocker Parent makes no and disclaims all warranties with respect to the Blocker Interests except to the extent expressly set forth in Section 7.02 of the LLC Agreement or the Exercise Agreement.

Employment Agreement Supersedes Award Agreement. In the event a Participant is a party to an employment agreement with the Company or an Affiliate that provides for an annual incentive opportunity on terms more favorable to the Participant than the Participant’s Annual Incentive Award under this Plan, the employment agreement shall be controlling with respect to such Award and an employment agreement or modification to an employment agreement shall be deemed to modify the terms of any pre-existing Annual Incentive Award only if the terms of the employment agreement expressly so provide.

Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the Prospectus Supplement, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.