TIME OF SUCH DESIGNATION UNDER SECTION 7.02(F).
(B)
DESIGNATE ANY UNRESTRICTED SUBSIDIARY TO BE A RESTRICTED
SUBSIDIARY, EXCEPT IF AFTER GIVING EFFECT TO SUCH DESIGNATION, WHICH SHALL BE
DEEMED TO BE A CASH DIVIDEND IN AN AMOUNT EQUAL TO THE LESSER OF THE FAIR MARKET
VALUE OF THE BORROWER'S DIRECT AND INDIRECT OWNERSHIP INTEREST IN SUCH
SUBSIDIARY OR THE AMOUNT OF THE BORROWER'S CASH INVESTMENT PREVIOUSLY MADE FOR
PURPOSES OF THE LIMITATION ON INVESTMENTS UNDER SECTION 7.02(F), (I) THE
REPRESENTATIONS AND WARRANTIES OF THE BORROWER AND ITS RESTRICTED SUBSIDIARIES
CONTAINED IN EACH OF THE LOAN DOCUMENTS ARE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS ON AND AS OF SUCH DATE AS IF MADE ON AND AS OF THE DATE OF SUCH
REDESIGNATION (OR, IF STATED TO HAVE BEEN MADE EXPRESSLY AS OF AN EARLIER DATE,
WERE TRUE AND CORRECT AS OF SUCH DATE), (II) NO DEFAULT WOULD EXIST, AND (III)
THE BORROWER AND SUCH NEWLY-DESIGNATED RESTRICTED SUBSIDIARY COMPLIES WITH THE
REQUIREMENTS OF SECTIONS 6.12.
(C)
WILL NOT INCUR, ASSUME, GUARANTEE OR OTHERWISE BE OR BECOME LIABLE
FOR ANY INDEBTEDNESS OF ANY OF THE UNRESTRICTED SUBSIDIARIES, EXCEPT AS
DESCRIBED IN SECTION 7.03(I).
(D)
WILL NOT PERMIT ANY UNRESTRICTED SUBSIDIARY TO HOLD ANY EQUITY
INTEREST IN, OR ANY INDEBTEDNESS OF, THE BORROWER OR ANY RESTRICTED SUBSIDIARY.
(E)
SHALL NOT PERMIT THE AGGREGATE PRINCIPAL AMOUNT OF ALL
NON-RECOURSE DEBT OUTSTANDING AT ANY ONE TIME TO EXCEED $10,000,000.
7.19
CAPITAL EXPENDITURES.
USE THE PROCEEDS OF ANY INDEBTEDNESS INCURRED
UNDER THE CREDIT AGREEMENT TO MAKE OR COMMIT TO MAKE CAPITAL EXPENDITURES IN ANY
FISCAL YEAR IN EXCESS OF 10% OF THE AGGREGATE COMMITMENTS (AS USED IN THIS
SECTION 7.19, AS SUCH TERM IS DEFINED IN THE CREDIT AGREEMENT) IN RESPECT OF
CAPITAL EXPENDITURES RELATING TO ACQUISITIONS OR CONSTRUCTION (OTHER THAN
ACQUISITIONS OR CONSTRUCTION OF NATURAL GAS, NATURAL GAS LIQUIDS AND CRUDE OIL
PIPELINES, PROCESSING, TREATING AND GATHERING SYSTEMS, INCLUDING COMPRESSION,
METERING, DEHYDRATING AND SIMILAR EQUIPMENT, NATURAL GAS AND NATURAL GAS LIQUIDS
STORAGE FACILITIES, AND IN EACH CASE, RELATED FACILITIES); PROVIDED SUCH PERSONS
MAY MAKE CAPITAL EXPENDITURES AS ARE REQUIRED BY ANY LAW (INCLUDING
ENVIRONMENTAL LAWS).
7.20
AMENDMENTS TO ORGANIZATIONAL DOCUMENTS.
(A) AMEND OR OTHERWISE
MODIFY THE DEFINITION OF "AVAILABLE CASH" AS SET FORTH IN THE BORROWER LLC
AGREEMENT, OR (B) ENTER INTO OR PERMIT ANY OTHER MODIFICATION OF, OR WAIVE ANY
MATERIAL RIGHT OR OBLIGATION OF ANY PERSON UNDER, ITS ORGANIZATION DOCUMENTS
THAT COULD REASONABLY BE EXPECTED TO DETRIMENTALLY AFFECT THE
60
RIGHTS AND BENEFITS OF ADMINISTRATIVE AGENT AND/OR LENDERS HEREUNDER OR UNDER
ANY OTHER LOAN DOCUMENT.
7.21
FINANCIAL COVENANTS.
(A)
CONSOLIDATED FIXED CHARGE COVERAGE RATIO.
PERMIT THE CONSOLIDATED
FIXED CHARGE COVERAGE RATIO AS OF THE END OF ANY FISCAL QUARTER OF THE BORROWER
TO BE LESS THAN THE RATIO SET FORTH BELOW OPPOSITE SUCH QUARTER:
Four Fiscal Quarters Ending
Minimum
Consolidated Fixed
Charge Coverage
Ratio
Closing Date through September 30, 2005
1.00 to 1.0
December 31, 2005 and each fiscal quarter thereafter
1.25 to 1.0
(B)
CONSOLIDATED INTEREST COVERAGE RATIO.
PERMIT THE CONSOLIDATED