Limitation on Subsidiary Debt. The Borrower will not permit any of its Subsidiaries to incur or at any time be liable with respect to any Debt except: (a) Debt under the Loan Documents; (b) the Debt of such Subsidiary outstanding on the Closing Date and listed on Schedule 5.10; and refinancings thereof provided that the principal amount thereof is not increased beyond the amount outstanding thereunder on the date hereof and the amount of any refinancing costs; (c) Debt secured by Liens permitted by Section 5.09; (d) intercompany Debt of an Obligor owing to an Obligor, or of any Subsidiary which is not an Obligor owing to the Borrower or any other Subsidiary, or of any Obligor owing to any Subsidiary which is not an Obligor if such Debt is expressly subordinated to the prior payment in full in cash of all amounts payable by such Obligor under the Loan Documents; (e) Debt of a Subsidiary Guarantor consisting of a Guarantee of a Debt Incurrence by the Borrower; provided that if such Debt Incurrence involves the issuance of Senior Subordinated Notes, such Guarantee shall be subordinated to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee on terms no less favorable to the Lenders than the subordination provisions governing the Senior Subordinated Notes; Table of Contents (f) Debt of Foreign Subsidiaries and other Subsidiaries conducting substantially all their operations outside the United States in an aggregate outstanding principal amount at no time exceeding $100,000,000; and
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Limitation on Subsidiary Debt. The Borrower will not permit any of its Subsidiaries to incur or at any time be liable with respect to any Debt except:
(a) Debt under the Loan Documents;
(b) the Debt of such Subsidiary outstanding on the Closing Date and listed on Schedule 5.10; and refinancings thereof provided that the principal amount thereof is not increased beyond the amount outstanding thereunder on the date hereof and the amount of any refinancing costs;
(c) Debt secured by Liens permitted by Section 5.09;
(d) intercompany Debt of an Obligor owing to an Obligor, or of any Subsidiary which is not an Obligor owing to the Borrower or any other Subsidiary, or of any Obligor owing to any Subsidiary which is not an Obligor if such Debt is expressly subordinated to the prior payment in full in cash of all amounts payable by such Obligor under the Loan Documents;
(e) Debt of a Subsidiary Guarantor consisting of a Guarantee of a Debt Incurrence by the Borrower; provided that if such Debt Incurrence involves the issuance of Senior Subordinated Notes, such Guarantee shall be subordinated to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee on terms no less favorable to the Lenders than the subordination provisions governing the Senior Subordinated Notes; Table of Contents ;
(f) Debt of Foreign Subsidiaries and other Subsidiaries conducting substantially all their operations outside the United States in an aggregate outstanding principal amount at no time exceeding $100,000,000; and
(g) Debt of Subsidiaries not otherwise permitted by this Section incurred after the Closing Date in an aggregate principal amount at any time outstanding not to exceed (x) $75,000,000 less (y) the aggregate outstanding principal amount of Debt secured by Liens permitted solely by clause 5.09(j) at such time and less (z) the aggregate outstanding principal amount of Debt of Persons other than Subsidiaries permitted solely by clause 5.20(c) at such time; provided that, notwithstanding the foregoing, the Borrower will not permit any JV Subsidiary which is not a Subsidiary Guarantor to incur or at any time be liable with respect to any Debt, other than obligations of such JV Subsidiary in respect of the Borrower Joint Venture in which it holds an equity interest and arising by reason of such JV Subsidiary’s ownership of such equity interest.
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Limitation on Subsidiary Debt. The Borrower Lyondell will not permit any of its Subsidiaries that is not the Seller to incur or at any time be liable with respect to any Debt Indebtedness except:
(a) Debt Indebtedness under the CA Loan Documents;
(b) the Existing Debt of such Subsidiary outstanding on the Closing Date and listed on Schedule 5.10Date; and (except in the case of the Existing ARCO Chemical Debt described in clause (i) of the definition of such term, which if refinanced with other Indebtedness may be refinanced only with Indebtedness of Lyondell) refinancings thereof provided that the principal amount thereof is not increased beyond the amount outstanding thereunder on the date hereof and the amount of any refinancing costs;
(c) Debt Indebtedness secured by Liens permitted by Section 5.093.08;
(d) intercompany Debt Indebtedness of an a CA Obligor owing to an a CA Obligor, or of any Subsidiary which is not an a CA Obligor owing to the Borrower Lyondell or any other Subsidiary, or of any CA Obligor owing to any Subsidiary which is not an a CA Obligor if such Debt Indebtedness is expressly subordinated to the prior payment in full in cash of all amounts payable by such CA Obligor under the Loan Transaction Documents;
(e) Debt Indebtedness of a Subsidiary Guarantor consisting of a Guarantee of a Debt Incurrence by the Borrower; provided that if such Debt Incurrence involves the issuance Indebtedness of Senior Subordinated Notes, such Guarantee shall be subordinated to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee on terms no less favorable to the Lenders than the subordination provisions governing the Senior Subordinated Notes; Table of Contents Lyondell or any Subsidiary;
(f) Debt Indebtedness of Foreign Subsidiaries and other Subsidiaries conducting substantially all their operations outside the United States in an aggregate outstanding principal amount at no time exceeding $100,000,000;
(g) Indebtedness of Subsidiaries not otherwise permitted by this Section incurred after the Closing Date in an aggregate principal amount at any time outstanding not to exceed (x) $50,000,000 less (y) the aggregate outstanding principal amount of Indebtedness secured by Liens permitted solely by clause (j) of Section 3.08 at such time and less (z) the aggregate outstanding principal amount of Indebtedness of Persons other than Subsidiaries permitted solely by Section 3.10(b); and
(h) Indebtedness of LMC existing at the Closing Date in an amount not exceeding $1,500,000 and, to the extent the same may constitute Indebtedness, obligations of LMC in respect of the acquisition of MCN Investment Corporation’s interests in LMC; provided that the aggregate principal amount of Indebtedness permitted by this clause (h) shall at no time exceed $25,000,000; provided that, notwithstanding the foregoing, Lyondell will not permit any JV Subsidiary to incur or at any time be liable with respect to any Indebtedness, other than obligations of such JV Subsidiary in respect of Lyondell Joint Venture in which it holds an equity interest and arising by reason of such JV Subsidiary’s ownership of such equity interest.
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Limitation on Subsidiary Debt. The Borrower will not permit any of its Subsidiaries to incur or at any time be liable with respect to any Debt except:
(a) Debt under the Loan Documents;
(b) the Debt of such Subsidiary outstanding on the Closing Restatement Date and listed on Schedule 5.10; and refinancings thereof provided that the principal amount thereof is not increased beyond the amount outstanding thereunder on the date hereof and the amount of any refinancing costs;
(c) Debt secured by Liens permitted by Section 5.09;
(d) intercompany Debt of an Obligor owing to an Obligor, or of any Subsidiary which is not an Obligor owing to the Borrower or any other Subsidiary, or of any Obligor owing to any Subsidiary which is not an Obligor if such Debt is expressly subordinated to the prior payment in full in cash of all amounts payable by such Obligor under the Loan Documents;
(e) Debt of a Subsidiary Guarantor consisting of a Guarantee of a Debt Incurrence by the Borrower; provided that if such Debt Incurrence involves the issuance of Senior Subordinated Notes, such Guarantee shall be subordinated to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee on terms no less favorable to the Lenders than the subordination provisions governing the Senior Subordinated Notes; Table of Contents ;
(f) Debt of Foreign Subsidiaries and other Subsidiaries conducting substantially all their operations outside the United States in an aggregate outstanding principal amount at no time exceeding $100,000,000; and
(g) Debt of Subsidiaries not otherwise permitted by this Section incurred after the Restatement Date in an aggregate principal amount at any time outstanding not to exceed (x) $50,000,000 less (y) the aggregate outstanding principal amount of Debt secured by Liens permitted solely by clause 5.09(j) at such time and less (z) the aggregate outstanding principal amount of Debt of Persons other than Subsidiaries permitted solely by clause 5.20(d) at such time; provided that, notwithstanding the foregoing, the Borrower will not permit any JV Subsidiary to incur or at any time be liable with respect to any Debt, other than obligations of such JV Subsidiary in respect of the Borrower Joint Venture in which it holds an equity interest and arising by reason of such JV Subsidiary’s ownership of such equity interest.
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