Common use of Debt, Etc Clause in Contracts

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 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 (other than any Project Financing) determined on a consolidated basis would exceed $300,000,000; 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) so long as it is a Borrower, EPNGC, (B) Debt, Guaranties or reimbursement obligations arising under (x) the EPTPC Facility and permanently repaid in full on the Closing Date or (y) this Agreement or the $750,000,000 5-Year Revolving Credit and Competitive Advance Facility Agreement, dated as of the date hereof, among EPNGC, the lenders parties thereto and Chase, as Administrative Agent and CAF Advance Agent, (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 and (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 56 52 (or the amount of commitments in respect thereof).

Debt, Etc. In the case of the Company, permit any of its consolidated Subsidiaries to create incur or suffer to exist 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) determined on a consolidated basis would exceed the greater of (x) $300,000,000600,000,000 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) so long as it is a Borrower, EPNGC, (B) Debt, Guaranties or reimbursement obligations arising under (x) the EPTPC Facility and permanently repaid in full on the Closing Date or (y) this Agreement or the $750,000,000 53-Year Revolving Credit and Competitive Advance Facility Agreement, dated as of the date hereof, among EPNGC, the lenders parties thereto and Chase, as Administrative Agent and CAF Advance AgentFacility, (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 and 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 56 52 (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) the sum of (1) the aggregate amount of Advances, (2) the aggregate amount of Advances, as defined in and outstanding pursuant to, the 3-Year Facility, and (3) the aggregate principal amount of commercial paper outstanding from time to time that (I) is issued by the Company and its Subsidiaries (other than Tennessee) and (II) relies upon credit availability under either this Agreement or the 3-Year Facility for commercial paper liquidity purposes.

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 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 (other than any Project Financing) determined on a consolidated basis would exceed $300,000,000; 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) so long as it is a Borrower, EPNGC, (B) Debt, Guaranties or reimbursement obligations arising under (x) the EPTPC Facility and permanently repaid in full on the Closing Date or (y) this Agreement or the $750,000,000 5364-Year Day Revolving Credit and Competitive Advance Facility Agreement, dated as of the date hereof, among EPNGC, the lenders parties thereto and Chase, as Administrative Agent and CAF Advance Agent, (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 and (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 56 52 (or the amount of commitments in respect thereof).. 56 52

Debt, Etc. In the case of the Company, permit any of its consolidated Subsidiaries to create incur or suffer to exist 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) determined on a consolidated basis would exceed the greater of (x) $300,000,000600,000,000 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) so long as it is a Borrower, EPNGC, (B) Debt, Guaranties or reimbursement obligations arising under (x) the EPTPC Facility and permanently repaid in full on the Closing Date or (y) this Agreement or the $750,000,000 5364-Year Revolving Credit and Competitive Advance Facility Agreement, dated as of the date hereof, among EPNGC, the lenders parties thereto and Chase, as Administrative Agent and CAF Advance AgentDay 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 and 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 56 52 (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 364-Day Facility, over (y) the sum of (1) the aggregate amount of Advances, (2) the aggregate amount of Advances, as defined in and outstanding pursuant to, the 364-Day Facility, and (3) the aggregate principal amount of commercial paper outstanding from time to time that (I) is issued by the Company and its

Debt, Etc. In the case of the Company, permit Permit any of its consolidated Subsidiaries to create incur or suffer to exist 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) determined on a consolidated basis would exceed the greater of (x) $300,000,000600,000,000 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) so long as it is a Borrower, EPNGC, (B) Debt, Guaranties or reimbursement obligations arising under (x) the EPTPC Facility and permanently repaid in full on the Closing Date or (y) this Agreement the Existing 364-Day Facility or the $750,000,000 5Existing 3-Year Revolving Credit and Competitive Advance Facility Agreement, dated as of the date hereof, among EPNGC, the lenders parties thereto and Chase, as Administrative Agent and CAF Advance AgentFacility, (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 and 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 56 52 (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, as defined in the Existing 364-Day Facility, and (2) the aggregate amount of Commitments as defined in the Existing 3-Year Facility, over (y) the sum of (1) the aggregate amount of Advances, as defined in and outstanding pursuant to, the Existing 364-Day Facility, (2) the aggregate amount of Advances, as defined in and outstanding pursuant to, the Existing 3-Year Facility, and (3) the aggregate principal amount of commercial paper outstanding from time to time that (I) is issued by the Company and its Subsidiaries (other than Tennessee) and (II) relies upon credit availability under either the Existing 364-Day Facility or the Existing 3-Year Facility for commercial paper liquidity purposes.

Debt, Etc. In the case of the Company, permit Permit any of its consolidated Subsidiaries to create incur or suffer to exist 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 CompanyEl Paso's consolidated Subsidiaries owing to Persons other than El Paso and its consolidated Subsidiaries (other than any Project Financing) determined on a consolidated basis would exceed the greater of (i) $300,000,000600,000,000 and (ii) 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) so long as it is a Borrower, EPNGC, (B) Debt, Guaranties or reimbursement obligations arising under (x) the EPTPC Facility and permanently repaid in full on the Closing Date or (y) this Agreement the El Paso Existing 364-Day Facility, or the $750,000,000 5El Paso Existing 3-Year Revolving Credit and Competitive Advance Facility Agreement, dated as of the date hereof, among EPNGC, the lenders parties thereto and Chase, as Administrative Agent and CAF Advance AgentFacility, (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 CompanyEl Paso, (D) Excluded Acquisition Debt and Debt, (E) successive extensions, refinancings or replacements (at the same Subsidiary or at any other consolidated Subsidiary of the CompanyEl Paso) 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 56 52 (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 principal amount not to exceed at any time the excess of (x) the sum of (1) the aggregate amount of "Commitments" as defined in the El Paso Existing 364-Day Facility and (2) the aggregate amount of "Commitments" as defined in the El Paso Existing 3-Year Facility, over (y) the sum of (1) the aggregate amount of "Advances", as defined in and outstanding pursuant to, the El Paso Existing 364-Day Facility, (2) the aggregate amount of "Advances", as defined in and outstanding pursuant to, the El Paso Existing 3-Year Facility, and (3) the aggregate principal amount of commercial paper outstanding from time to time that (I) is issued by El Paso and its Subsidiaries (other than Tennessee)., and (II) relies upon credit availability under either the El Paso Existing 364-Day Facility or the El Paso Existing 3-Year Facility for commercial paper liquidity purposes. 24

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 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 (other than any Project Financing) determined on a consolidated basis would exceed $300,000,000150,000,000; 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) so long as it is a Borrower, EPNGC, (B) Debt, Guaranties or reimbursement 54 49 obligations arising under (x) the EPTPC Facility and permanently repaid in full on the Closing Date or (y) this Agreement or the Tennessee Facility or the $750,000,000 5-Year 250,000,000 Revolving Credit and Competitive Advance Facility Agreement, dated as of the date hereof, among EPNGC, the lenders parties thereto and Chase, as Administrative Agent and CAF Advance Agent, (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 and (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 56 52 (or the amount of commitments in respect thereof).

Debt, Etc. In the case of the CompanyCreate, assume or suffer to exist, or permit any of its consolidated Subsidiaries to create create, assume or suffer to exist any Debtexist, any Guaranty Debt or any reimbursement obligation with respect to any letter of credit (other than any Project Financing), ifGuaranty unless, immediately after giving effect to such Debt, Debt or 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 without duplication of amounton a consolidated basis) of Debt, Guaranties by the Borrower and letter of credit reimbursement obligations of the Company's 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 any Project Financing) determined on a consolidated basis would exceed $300,000,000; 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 Debt incurred by (x) Mojave or (y) so long as it is a Borrower, EPNGC, (B) Debt, Guaranties or reimbursement obligations arising under (x) the EPTPC Facility and permanently repaid in full on the Closing Date or (y) pursuant to this Agreement or the $750,000,000 5Long-Year Term Revolving Credit Agreement or any replacement therefor), shall not exceed the aggregate of the Borrower's unused bank lines of credit and Competitive Advance Facility Agreement, dated unused credit available to the Borrower 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 the Borrower as of the date hereof, among EPNGCOriginal Effective Date or a Subsidiary of the Borrower 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 the Borrower and its Subsidiaries, the lenders parties thereto 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 Chaseits consolidated Subsidiaries is less than the greater of (i) $500,000,000 (exclusive of public Debt of LL&E existing at the time LL&E became a Subsidiary, as Administrative Agent the principal amount of which at such time was approximately $400,000,000, and CAF Advance Agent, (C) any refinancing of such Debt, Guaranties or reimbursement obligations incurred by El Paso Field Services Company up to an in a principal 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 and (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), (Bprincipal amount refinanced) and (Dii) above and in an amount not in excess 30% of Consolidated Tangible Net Worth as at the amounts so extended, refinanced date of incurrence or replaced 56 52 (or the amount creation of commitments in respect thereof)such 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 the receipt and application of any proceeds thereof or value received in connection 56 51 therewith, the aggregate amount (determined without duplication of amount) of Debt, Guaranties and letter of credit reimbursement obligations of the Company's consolidated Subsidiaries (other than any Project Financing) determined on a consolidated basis would exceed $300,000,000150,000,000; 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) so long as it is a Borrower, EPNGC, (B) Debt, Guaranties or reimbursement obligations arising under (x) the EPTPC Facility and permanently repaid in full on the Closing Date or (y) this Agreement or the $750,000,000 5-Year Revolving Credit and Competitive Advance Facility Agreement, dated as of the date hereof, among EPNGC, the lenders parties thereto and Chase, as Administrative Agent and CAF Advance AgentEPNGC Facilities, (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 and (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 56 52 (or the amount of commitments in respect thereof).

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 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 (other than any Project Financing) determined on a consolidated basis would exceed $300,000,000150,000,000; provided, however, that the following Debt, 55 51 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) so long as it is a Borrower, EPNGC, (B) Debt, Guaranties or reimbursement obligations arising under (x) the EPTPC Facility and permanently repaid in full on the Closing Date or (y) this Agreement or the Tennessee Facility or the $750,000,000 5-Year Revolving Credit and Competitive Advance Facility Agreement, dated as of the date hereof, among EPNGC, the lenders parties thereto and Chase, as Administrative Agent and CAF Advance Agent, (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 and (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 56 52 (or the amount of commitments in respect thereof).

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 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 (other than any Project Financing) determined on a consolidated basis would exceed $300,000,000150,000,000; 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) so long as it is a Borrower, EPNGC, (B) Debt, Guaranties or reimbursement obligations arising under (x) the EPTPC Facility and permanently repaid in full on the Closing Date or (y) this Agreement or the Tennessee Facility or the $750,000,000 5-Year 250,000,000 Revolving Credit and Competitive Advance Facility Agreement, dated as of the date hereof, among EPNGC, the lenders parties thereto and Chase, as Administrative Agent and CAF Advance Agent, (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 and (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 56 52 (or the amount of commitments in respect thereof).

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 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 (other than any Project Financing) determined on a consolidated basis would exceed $300,000,000150,000,000; provided, however, that the following Debt, 56 51 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) so long as it is a Borrower, EPNGC, (B) Debt, Guaranties or reimbursement obligations arising under (x) the EPTPC Facility and permanently repaid in full on the Closing Date or (y) this Agreement or the Tennessee Facility or the $750,000,000 5-Year Revolving Credit and Competitive Advance Facility Agreement, dated as of the date hereof, among EPNGC, the lenders parties thereto and Chase, as Administrative Agent and CAF Advance Agent, (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 and (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 56 52 (or the amount of commitments in respect thereof).

Debt, Etc. In the case of the CompanyCreate, assume or suffer to exist, or permit any of its consolidated Subsidiaries to create create, assume or suffer to exist any Debtexist, any Guaranty Debt or any reimbursement obligation with respect to any letter of credit (other than any Project Financing), ifGuaranty unless, immediately after giving effect to such Debt, Debt or 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 without duplication of amounton a consolidated basis) of Debt, Guaranties by the Borrower and letter of credit reimbursement obligations of the Company's 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 any Project Financing) determined on a consolidated basis would exceed $300,000,000; 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 Debt incurred by (x) Mojave or (y) so long as it is a Borrower, EPNGC, (B) Debt, Guaranties or reimbursement obligations arising under (x) the EPTPC Facility and permanently repaid in full on the Closing Date or (y) pursuant to this Agreement or the $750,000,000 5Long-Year Term Revolving Credit Agreement or the Canadian Credit Agreement or any replacement therefor), shall not exceed the sum of the unused commitments under the Canadian Credit Agreement and Competitive Advance Facility Agreement, dated the aggregate of the Borrower's unused bank lines of credit and unused credit available to the Borrower 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 the Borrower as of the date hereof, among EPNGCOriginal Effective Date or a Subsidiary of the Borrower 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 the Borrower and its Subsidiaries, the lenders parties thereto 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 Chaseits consolidated Subsidiaries is less than the greater of (i) $500,000,000 (exclusive of public Debt of LL&E existing at the time LL&E became a Subsidiary, as Administrative Agent the principal amount of which at such time was approximately $400,000,000, and CAF Advance Agent, (C) any refinancing of such Debt, Guaranties or reimbursement obligations incurred by El Paso Field Services Company up to an in a principal 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 and (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), (Bprincipal amount refinanced) and (Dii) above and in an amount not in excess 30% of Consolidated Tangible Net Worth as at the amounts so extended, refinanced date of incurrence or replaced 56 52 (or the amount creation of commitments in respect thereof)such Debt.

Debt, Etc. In the case of the CompanyCreate, assume or suffer to exist, or permit any of its consolidated Subsidiaries to create create, assume or suffer to exist any Debtexist, any Guaranty Debt or any reimbursement obligation with respect to any letter of credit (other than any Project Financing), ifGuaranty unless, immediately after giving effect to such Debt, Debt or 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 without duplication of amounton a consolidated basis) of Debt, Guaranties by the Borrower and letter of credit reimbursement obligations of the Company's 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 any Project Financing) determined on a consolidated basis would exceed $300,000,000; 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 Debt incurred by (x) Mojave or (y) so long as it is a Borrower, EPNGC, (B) Debt, Guaranties or reimbursement obligations arising under (x) the EPTPC Facility and permanently repaid in full on the Closing Date or (y) pursuant to this Agreement or the $750,000,000 5Short-Year Term Revolving Credit Agreement or any replacement therefor), shall not exceed the aggregate of the Borrower's unused bank lines of credit and Competitive Advance Facility Agreement, dated unused credit available to the Borrower 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 the Borrower as of the date hereof, among EPNGCOriginal Effective Date or a Subsidiary of the Borrower 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 the Borrower and its Subsidiaries, the lenders parties thereto 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 Chaseits consolidated Subsidiaries is less than the greater of (i) $500,000,000 (exclusive of public Debt of LL&E existing at the time LL&E became a Subsidiary, as Administrative Agent the principal amount of which at such time was approximately $400,000,000, and CAF Advance Agent, (C) any refinancing of such Debt, Guaranties or reimbursement obligations incurred by El Paso Field Services Company up to an in a principal 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 and (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), (Bprincipal amount refinanced) and (Dii) above and in an amount not in excess 30% of Consolidated Tangible Net Worth as at the amounts so extended, refinanced date of incurrence or replaced 56 52 (or the amount creation of commitments in respect thereof)such Debt.