Debt, Etc. In the case of the Company, permit any of its consolidated Subsidiaries to incur or become liable for any Debt, any Guaranty or any reimbursement obligation with respect to any letter of credit (other than any Project Financing), if, immediately after giving effect to such Debt, Guaranty or reimbursement obligation and the receipt and application of any proceeds thereof or value received in connection therewith, the aggregate amount (determined without duplication of amount) of Debt, Guaranties and letter of credit reimbursement obligations of the Company's consolidated Subsidiaries owing to Persons other than the Company and its consolidated Subsidiaries (other than any Project Financing) would exceed the greater of (x) $600,000,000 and (y) 10% of Net Worth determined as at the date of incurrence or assumption thereof; provided, however, that the following Debt, Guaranties or reimbursement obligations shall be excluded from the application of, and calculation set forth in, this paragraph (c): (A) Debt, Guaranties or reimbursement obligations incurred by (x) Mojave or (y) EPNGC, (B) Debt, Guaranties or reimbursement obligations arising under (x) the EPTPC Facility or (y) this Agreement or the 3-Year Facility, (C) Debt, Guaranties or reimbursement obligations incurred by El Paso Field Services Company up to an amount not to exceed at any time outstanding the tangible net worth of El Paso Field Services Company, provided that such Debt may be guaranteed by the Company, (D) Excluded Acquisition Debt, (E) successive extensions, refinancings or replacements (at the same Subsidiary or at any other consolidated Subsidiary of the Company) of Debt, Guaranties or reimbursement obligations (or commitments in respect thereof) referred to in clauses (A), (B) and (D) above and in an amount not in excess of the amounts so extended, refinanced or replaced (or the amount of commitments in respect thereof) and (F) Debt, Guarantees or reimbursement obligations incurred by Tennessee pursuant to one or more commercial paper programs allowing for the issuance by Tennessee of items of commercial paper having maturity dates not later than one year from the dates of their respective issuance provided that such Debt, Guarantees or reimbursement obligations of Tennessee shall be in an aggregate amount not to exceed at any time the excess of (x) the sum of (1) the aggregate amount of Commitments and (2) the aggregate amount of Commitments as defined in the 3-Year Facility, over (y) t...
Debt, Etc. Create, assume or suffer to exist, or permit any of its consolidated Subsidiaries to create, assume or suffer to exist, any Debt, any Guaranty or, to the extent set forth in clause (1) below, any reimbursement obligation with respect to any letter of credit, unless, immediately after giving effect to such Debt, Guaranty or reimbursement obligation and the receipt and application of any proceeds thereof or value received in connection therewith,
(1) the sum (without duplication) of (i) consolidated Debt of the Borrower and its consolidated Subsidiaries plus (ii) the aggregate amount (determined on a consolidated basis) of Guaranties and of letters of credit issued for the account of the Borrower and its consolidated Subsidiaries is less than 52.5% of Capitalization, provided that Debt for borrowed money either maturing within one year and evidenced by instruments commonly known as commercial paper, or evidenced by variable demand notes or other similar short-term financing instruments issued to commercial banks and trust companies (other than Debt incurred pursuant to this Agreement or the Short-Term Revolving Credit Agreement or any replacement therefor), shall not exceed the aggregate of the Borrower's unused bank lines of credit and unused credit available to the Borrower under financing arrangements with banks; and
(2) with respect to any such Debt created, assumed or suffered to exist by a consolidated Subsidiary that is either a Subsidiary of the Borrower as of the date hereof or a Subsidiary of the Borrower acquired or created after the date hereof and owning a material portion of the consolidated operating assets existing at the date hereof of the Borrower and its Subsidiaries, the aggregate amount of Debt of the consolidated Subsidiaries of the Borrower referred to above in this paragraph (2) owing to Persons other than the Borrower and its consolidated Subsidiaries is less than $400,000,000.
Debt, Etc. SCHEDULE III correctly lists all secured and unsecured Funded Debt and Current Debt of the Company and each of its Subsidiaries outstanding on the date hereof and shows, as to each item of Debt listed thereon, the obligor and obligee, the aggregate principal amount outstanding on the date hereof, whether the same constitutes Funded Debt or Current Debt, to what extent, if any, the same will be reduced or repaid out of the proceeds of the Notes and a brief description of any security therefor. No default or event of default or basis for acceleration exists or, after giving effect to the issuance and sale of the Notes pursuant to this Agreement and the Other Agreements, will exist (or, but for the waiver thereof, would exist) under any instrument or agreement evidencing, providing for the issuance or securing of, or otherwise relating to any such Debt. The Company is not a party to or bound by any charter provision, by-law, agreement, indenture, mortgage, lease, instrument or License (other than this Agreement and the Other Agreements) which contains any restriction on the incurrence by it of any Debt, except for the Credit Agreement, the Notes Purchase Agreement, dated as of July 9, 1987, among the institutional investors identified therein and the Company, the Notes Purchase Agreement, dated as of October 28, 1988, among the institutional investors identified therein and the Company, and the several Note Purchase Agreements, each dated as of April 20, 1994, among the respective institutional investors identified therein and the Company, a true and correct copy of each of which has been delivered to you or your special counsel and pursuant to each of which the Company is permitted to incur the Debt to be evidenced by the Notes.
Debt, Etc. Except for indebtedness and obligations to Payee and third parties contemplated by the Asset Purchase Agreement between Maker and Payee of even date herewith, set forth on EXHIBIT A annexed hereto is a complete and correct list of all credit agreements, indentures, guaranties, capital leases, and other investments, agreements, and arrangements presently in effect providing for or related to borrowed money; and the maximum principal or face amounts of the credits in questions, outstanding or to be outstanding, are correctly stated, and all security interests, liens or encumbrances of any nature given or agreed to be given as security therefor are correctly described or indicated in such Schedule.
Debt, Etc. Schedule IX correctly lists all secured and unsecured Debt of the Borrower ----------- and each of its Subsidiaries outstanding on the date hereof (except as otherwise noted thereon) and shows, as to each item of Debt listed thereon, the obligor and obligee, the aggregate principal amount outstanding as of the Restatement Date. No default or event of default or basis for acceleration exists (nor in the case of Permitted Receivables Financings, has any termination event occurred) or, immediately after giving effect to the initial borrowings hereunder on the Restatement Date and the other transactions to occur on the Restatement Date as contemplated hereby, will exist (or, but for the permanent waiver thereof, would exist) under any instrument or agreement evidencing, providing for the issuance or securing of, or otherwise relating to any such Debt due to (a) nonpayment of any obligations thereunder or (b) any failure to duly perform or observe any other covenant, provision, agreement or condition contained therein, the consequences of which failure, either alone or taken together with the consequences of all other such failures, have had or could reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the Effective Date and the Restatement Date, neither the Borrower nor any Restricted Subsidiary is a party to or bound by any charter provision, by-law, agreement, indenture, mortgage, lease, instrument or License (other than this Agreement and the other Credit Documents) which contains any restriction on the incurrence by it of any Debt, except for the Note Purchase Agreements, a true and correct copy of each of which has been delivered to the Administrative Agent and pursuant to each of which the Borrower or such Restricted Subsidiary, as applicable, either is permitted to incur Debt hereunder and/or under the other Credit Documents to which it is a party or has duly obtained in writing and delivered to the Administrative Agent all such Approvals as are or will be necessary or appropriate to permit such incurrence.
Debt, Etc. The Company shall not, without the approval of the Board, incur any debt or pledge or grant a security interest in its assets, other than for working capital purposes in the ordinary course of the Company's business, or issue any guarantee.
Debt, Etc. 86 ---------- SECTION
Debt, Etc. Holdings is not liable with respect to any Debt. --------- SCHEDULE III correctly lists all secured and unsecured Debt of the Company or any Subsidiary of the Company outstanding on the date hereof and shows, as to each item of Debt listed thereon, the obligor (including each guarantor) and obligee, the aggregate principal amount outstanding on the date hereof, whether the same constitutes Funded Debt or Current Debt, whether such item of Debt will be repaid at or prior to either Closing or out of the proceeds of the Notes, and a brief description of any security therefor. No default or event of default or basis for acceleration exists or, after giving effect to the issuance and sale of the Notes pursuant to this Agreement and the consummation of the other transactions contemplated by this Agreement, would exist under any instrument or agreement evidencing, providing for the issuance or securing of, or otherwise relating to any such Debt. Except for this Agreement, neither the Company nor any Subsidiary of the Company is party to or bound by any agreement, indenture, mortgage, lease, instrument or license which contains any restriction on the incurrence by it of any Debt.
Debt, Etc. In the case of the Company, permit any of its consolidated Subsidiaries to create or suffer to exist any Debt, any Guaranty or any reimbursement obligation with respect to any letter of credit (other than any Project Financing), if, immediately after giving effect to such Debt, Guaranty or reimbursement obligation and
Debt, Etc. Create, assume or suffer to exist, or permit any of its consolidated Subsidiaries to create, assume or suffer to exist, any Debt or any Guaranty unless, immediately after giving effect to such Debt or 77 Guaranty and the receipt and application of any proceeds thereof or value received in connection therewith,
(1) the sum (without duplication) of (i) consolidated Debt of Parent and its consolidated Subsidiaries plus (ii) the aggregate amount (determined on a consolidated basis) of Guaranties by Parent and its consolidated Subsidiaries is less than 60% of Capitalization, provided that Debt for borrowed money either maturing within one year and evidenced by instruments commonly known as commercial paper, or evidenced by variable demand notes or other similar short-term financing instruments issued to commercial banks and trust companies (other than Debt incurred pursuant to this Agreement, the U.S. Short-Term Revolving Credit Agreement or the U.S. Long-Term Revolving Credit Agreement or any replacement therefor), shall not exceed the sum of unused commitments under this Agreement, the U.S. Short-Term Revolving Credit Agreement and the U.S. Long-Term Revolving Credit Agreement and the aggregate of Parent's unused bank lines of credit and unused credit available to Parent under financing arrangements with banks or other financial institutions; and
(2) with respect to any such Debt created or assumed by a consolidated Subsidiary that is either a Subsidiary of Parent as of the Original Effective Date or a Subsidiary of Parent acquired or created after the Original Effective Date and owning a material portion of the consolidated operating assets existing at the Original Effective Date of Parent and its Subsidiaries, the aggregate amount of Debt of the consolidated Subsidiaries of Parent referred to above in this paragraph (2) owing to Persons other than Parent and its consolidated Subsidiaries is less than the greater of (i) U.S.$500,000,000 (exclusive of public Debt of LL&E existing at the time LL&E became a Subsidiary, the principal amount of which at such time was approximately U.S.$400,000,000, and any refinancing of such Debt, in a principal amount not to exceed the principal amount refinanced) and (ii) 30% of Consolidated Tangible Net Worth as at the date of incurrence or creation of such Debt.
