OR BLUE SKY LAWS OF ANY APPLICABLE JURISDICTION.
SECTION 5.14.
USE OF PROCEEDS; MARGIN REGULATIONS.
EACH COMPANY WILL
APPLY THE PROCEEDS OF THE SALE OF THE NOTES (A) TO REPAY AMOUNTS OUTSTANDING
UNDER, AND TERMINATE, THE COMPANIES' EXISTING SECURED CREDIT FACILITY WITH
WACHOVIA BANK, NATIONAL ASSOCIATION, (B) TO PARTIALLY FINANCE THE ACQUISITION
CONTEMPLATED BY THE AIR PRODUCTS APA AND (C) FOR OTHER GENERAL CORPORATE
PURPOSES.
NO PART OF THE PROCEEDS FROM THE SALE OF THE NOTES HEREUNDER WILL BE
USED, DIRECTLY OR INDIRECTLY, FOR THE PURPOSE OF BUYING OR CARRYING ANY MARGIN
STOCK WITHIN THE MEANING OF REGULATION U OF THE BOARD OF GOVERNORS OF THE
FEDERAL RESERVE SYSTEM (12 CFR 221), OR FOR THE PURPOSE OF BUYING OR CARRYING OR
TRADING IN ANY SECURITIES UNDER SUCH CIRCUMSTANCES AS TO INVOLVE ANY COMPANY IN
A VIOLATION OF REGULATION X OF SAID BOARD (12 CFR 224) OR TO INVOLVE ANY BROKER
OR DEALER IN A VIOLATION OF REGULATION T OF SAID BOARD (12 CFR 220).
MARGIN
STOCK DOES NOT CONSTITUTE MORE THAN 25% OF THE VALUE OF THE CONSOLIDATED ASSETS
OF THE COMPANIES AND THEIR RESPECTIVE SUBSIDIARIES AND NO COMPANY HAS ANY
PRESENT INTENTION THAT MARGIN STOCK WILL CONSTITUTE MORE THAN 25% OF THE VALUE
OF SUCH ASSETS.
AS USED IN THIS SECTION, THE TERMS "MARGIN STOCK" AND "PURPOSE
OF BUYING OR CARRYING" SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN SAID
REGULATION U.
9
SECTION 5.15.
EXISTING INDEBTEDNESS; FUTURE LIENS.
(A)
EXCEPT AS DESCRIBED THEREIN, SCHEDULE 5.15 SETS FORTH A COMPLETE
AND CORRECT LIST OF ALL EXISTING INDEBTEDNESS OF EACH COMPANY AND ITS
SUBSIDIARIES ARISING UNDER CLAUSE (A) OF THE DEFINITION THEREOF AS OF THE DATE
OF THE CLOSING (INCLUDING A DESCRIPTION OF THE OBLIGORS AND OBLIGEES, PRINCIPAL
AMOUNT OUTSTANDING AND COLLATERAL THEREFOR, IF ANY, AND GUARANTEES THEREOF, IF
ANY).
NEITHER ANY COMPANY NOR ANY SUBSIDIARY IS IN DEFAULT AND NO WAIVER OF
DEFAULT IS CURRENTLY IN EFFECT, IN THE PAYMENT OF ANY PRINCIPAL OR INTEREST ON
ANY INDEBTEDNESS OF SUCH COMPANY OR SUCH SUBSIDIARY AND NO EVENT OR CONDITION
EXISTS WITH RESPECT TO ANY INDEBTEDNESS OF ANY COMPANY OR ANY SUBSIDIARY THAT
WOULD PERMIT (OR THAT WITH NOTICE OR THE LAPSE OF TIME, OR BOTH, WOULD PERMIT)
ONE OR MORE PERSONS TO CAUSE SUCH INDEBTEDNESS TO BECOME DUE AND PAYABLE BEFORE
ITS STATED MATURITY OR BEFORE ITS REGULARLY SCHEDULED DATES OF PAYMENT.
(B)
NEITHER ANY COMPANY NOR ANY SUBSIDIARY HAS AGREED OR CONSENTED TO
CAUSE OR PERMIT IN THE FUTURE (UPON THE HAPPENING OF A CONTINGENCY OR OTHERWISE)
ANY OF ITS PROPERTY, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, TO BE SUBJECT TO A
LIEN, OTHER THAN PERMITTED LIENS.
(C)
NEITHER ANY COMPANY NOR ANY SUBSIDIARY IS A PARTY TO, OR OTHERWISE
SUBJECT TO ANY PROVISION CONTAINED IN, ANY INSTRUMENT EVIDENCING INDEBTEDNESS OF
SUCH COMPANY OR SUCH SUBSIDIARY, ANY AGREEMENT RELATING THERETO OR ANY OTHER
AGREEMENT (INCLUDING, BUT NOT LIMITED TO, ITS CHARTER OR OTHER ORGANIZATIONAL
DOCUMENT) WHICH LIMITS THE AMOUNT OF, OR OTHERWISE IMPOSES RESTRICTIONS ON THE
INCURRING