Performance Under Indenture.
The Company
agrees, for the benefit of Bondholders to do and perform all acts and things
contemplated in the Indenture to be done and performed by it.
Section 7.9.
Negative Pledge.
(A)
THE COMPANY AGREES THAT, SUBSEQUENT TO THE RELEASE DATE (AS
DEFINED IN THE INDENTURE) AND SO LONG AS ANY 2005 SERIES A BONDS REMAIN
OUTSTANDING, THE COMPANY WILL NOT ISSUE, ASSUME OR GUARANTEE ANY DEBT SECURED BY
ANY MORTGAGE, SECURITY INTEREST, PLEDGE OR LIEN (HEREIN REFERRED TO AS A
"MORTGAGE") OF OR UPON ANY OPERATING PROPERTY OF THE COMPANY, WHETHER OWNED AT
THE DATE OF THE INDENTURE OR THEREAFTER ACQUIRED, AND WILL NOT PERMIT TO EXIST
ANY DEBT SECURED BY A MORTGAGE ON ANY OPERATING PROPERTY CREATED ON OR PRIOR TO
THE RELEASE DATE, WITHOUT IN ANY SUCH CASE EFFECTIVELY SECURING, ON THE LATER TO
OCCUR OF THE ISSUANCE, ASSUMPTION OR GUARANTY OF ANY SUCH DEBT OR THE RELEASE
DATE, THE 2005 SERIES A BONDS EQUALLY AND RATABLY WITH SUCH DEBT; PROVIDED,
HOWEVER, THAT THE FOREGOING RESTRICTION SHALL NOT APPLY TO DEBT SECURED BY ANY
OF THE FOLLOWING:
(I)
MORTGAGES ON ANY PROPERTY EXISTING AT THE TIME OF ACQUISITION
THEREOF;
(II)
MORTGAGES ON PROPERTY OF A CORPORATION EXISTING AT THE TIME SUCH
CORPORATION IS MERGED INTO OR CONSOLIDATED WITH THE COMPANY, OR AT THE TIME OF A
SALE, LEASE OR OTHER DISPOSITION OF THE PROPERTIES OF SUCH CORPORATION OR A
DIVISION THEREOF AS AN ENTIRETY OR SUBSTANTIALLY AS AN ENTIRETY TO THE COMPANY,
PROVIDED THAT SUCH MORTGAGE AS A RESULT OF SUCH MERGER, CONSOLIDATION, SALE,
LEASE OR OTHER DISPOSITION IS NOT EXTENDED TO PROPERTY OWNED BY THE COMPANY
IMMEDIATELY PRIOR THERETO;
(III)
MORTGAGES ON PROPERTY TO SECURE ALL OR PART OF THE COST OF
ACQUIRING, SUBSTANTIALLY REPAIRING OR ALTERING, CONSTRUCTING, DEVELOPING OR
SUBSTANTIALLY IMPROVING SUCH PROPERTY, OR TO SECURE INDEBTEDNESS INCURRED TO
PROVIDE FUNDS FOR ANY SUCH PURPOSE OR FOR REIMBURSEMENT OF FUNDS PREVIOUSLY
EXPENDED FOR ANY SUCH PURPOSE, PROVIDED SUCH MORTGAGES ARE CREATED OR ASSUMED
CONTEMPORANEOUSLY WITH, OR WITHIN 18 MONTHS AFTER, SUCH ACQUISITION OR
COMPLETION OF SUBSTANTIAL REPAIR OR ALTERATION, CONSTRUCTION, DEVELOPMENT OR
SUBSTANTIAL IMPROVEMENT OR WITHIN SIX MONTHS THEREAFTER PURSUANT TO A COMMITMENT
FOR FINANCING ARRANGED WITH A LENDER OR INVESTOR WITHIN SUCH 18 MONTH PERIOD;
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(IV)
MORTGAGES IN FAVOR OF THE UNITED STATES OF AMERICA OR ANY STATE
THEREOF, OR ANY DEPARTMENT, AGENCY OR INSTRUMENTALITY OR POLITICAL SUBDIVISION
OF THE UNITED STATES OF AMERICA OR ANY STATE THEREOF, OR FOR THE BENEFIT OF
HOLDERS OF SECURITIES ISSUED BY ANY SUCH ENTITY, TO SECURE ANY DEBT INCURRED FOR
THE PURPOSE OF FINANCING ALL OR ANY PART OF THE PURCHASE PRICE OR THE COST OF
SUBSTANTIALLY REPAIRING OR ALTERING, CONSTRUCTING, DEVELOPING OR SUBSTANTIALLY
IMPROVING THE PROPERTY SUBJECT TO SUCH MORTGAGES; OR
(V)
ANY EXTENSION, RENEWAL OR REPLACEMENT (OR SUCCESSIVE EXTENSIONS,
RENEWALS OR REPLACEMENTS), IN WHOLE OR IN PART, OF ANY MORTGAGE REFERRED TO IN
THE FOREGOING CLAUSES (1) TO (4), INCLUSIVE; PROVIDED, HOWEVER, THAT THE
PRINCIPAL AMOUNT OF INDEBTEDNESS SECURED THEREBY