Common use of Investments; Indebtedness Clause in Contracts

Investments; Indebtedness. Premcor shall not, and shall not permit any of its Subsidiaries to, (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (A) loans or investments by Premcor or a wholly owned Subsidiary of Premcor to or in Premcor or any wholly owned Subsidiary of Premcor, (B) in the ordinary course of business consistent with past practice that are not, individually or in the aggregate, material to Premcor and its Subsidiaries taken as a whole, or (C) any future earn-out payments required to be made by Premcor to (1) Motiva Enterprises LLC with respect to Premcor’s acquisition of its Delaware City refinery or (2) The Xxxxxxxx Companies and certain of its subsidiaries with respect to Premcor’s acquisition of its Memphis refinery, in each case pursuant to the agreements in effect on the date of this Agreement providing for the acquisition of such refineries and previously disclosed to Valero (provided that none of such transactions referred to in this clause (i) individually or in the aggregate with all other such transactions presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Merger under Regulatory Law) or (ii) except for (A) indebtedness incurred in the ordinary course of business under the Premcor Credit Agreement or (B) letters of credit issued under the Amended and Restated Letter of Credit Reimbursement Agreement, dated as of June 1, 2004 by and between PRG and Fleet National Bank or the $100,000,000 Letter of Credit Agreement, dated as of February 3, 2005, among PRG and the lenders party thereto, incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Premcor or any of its Subsidiaries, guarantee any debt securities of another person, enter into any “keep well” or other agreement to maintain any financial statement condition of another Person (other than any wholly owned Subsidiary) or enter into any arrangement having the economic effect of any of the foregoing (collectively, “Premcor Indebtedness”).

Investments; Indebtedness. Premcor America Online shall not, and shall not permit any of its Subsidiaries to, (i) other than in connection with acquisitions permitted by Section 5.1(e) or as disclosed in Section 5.1(g) of the America Online Disclosure Schedule, make any loans, advances or capital contributions to, or investments in, any other Person, other than (Ax) loans or investments by Premcor America Online or a wholly owned Subsidiary of Premcor America Online to or in Premcor America Online or any wholly owned Subsidiary of PremcorAmerica Online, (By) employee loans or advances made in the ordinary course of business or (z) in the ordinary course of business consistent with past practice that which are not, individually or in the aggregate, material to Premcor America Online and its Subsidiaries taken as a whole, or (C) any future earn-out payments required to be made by Premcor to (1) Motiva Enterprises LLC with respect to Premcor’s acquisition of its Delaware City refinery or (2) The Xxxxxxxx Companies and certain of its subsidiaries with respect to Premcor’s acquisition of its Memphis refinery, in each case pursuant to the agreements in effect on the date of this Agreement providing for the acquisition of such refineries and previously disclosed to Valero whole (provided that none of such transactions referred to in this clause (iz) individually or in the aggregate with all other such transactions presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Merger Mergers under Regulatory LawLaw (as defined in Section 6.4(c)) or (ii) except for (A) indebtedness incurred without regard to anything contained in the ordinary course of business under the Premcor Credit Agreement or (B) letters of credit issued under the Amended and Restated Letter of Credit Reimbursement Agreement, dated as of June 1, 2004 by and between PRG and Fleet National Bank or the $100,000,000 Letter of Credit Agreement, dated as of February 3, 2005, among PRG and the lenders party theretoAmerica Online Disclosure Schedule, incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Premcor America Online or any of its Subsidiaries, guarantee any debt securities of another person, enter into any “"keep well” " or other agreement to maintain any financial statement condition of another Person (other than any wholly owned Subsidiary) or enter into any arrangement having the economic effect of any of the foregoing (collectively, “Premcor "America Online Indebtedness”"), except for (A) any America Online Indebtedness so long as (x) after the incurrence or issuance of such America Online Indebtedness America Online's consolidated indebtedness would not exceed 125% of the consolidated indebtedness of America Online as of the date hereof and (y) no America Online credit rating would be downgraded by either Xxxxx'x Investors Service, Inc. ("Moody's") or Standard & Poor's Corporation ("S&P") (provided that the consummation of this Agreement or any of the transactions contemplated hereby shall not give rise to, cause or result in, a default or event of default under the agreement or instrument governing any such indebtedness or, an obligation to pay any amount thereunder solely as a result of the consummation of this Agreement or any of the transactions contemplated hereby) and (B) intercompany indebtedness between America Online and any of its wholly owned Subsidiaries or between such wholly owned Subsidiaries.

Investments; Indebtedness. Premcor Time Warner shall not, and shall not permit any of its Subsidiaries to, (i) other than in connection with acquisitions permitted by Section 5.2(e) or as disclosed in Section 5.1(g) of the Time Warner Disclosure Schedule, make any loans, advances or capital contributions to, or investments in, any other Person, other than (Ax) loans or investments by Premcor Time Warner or a wholly owned Subsidiary of Premcor Time Warner to or in Premcor Time Warner or any wholly owned Subsidiary of PremcorTime Warner, (By) employee loans or advances made in the ordinary course of business or (z) in the ordinary course of business consistent with past practice that which are not, individually or in the aggregate, material to Premcor Time Warner and its Subsidiaries taken as a whole, or (C) any future earn-out payments required to be made by Premcor to (1) Motiva Enterprises LLC with respect to Premcor’s acquisition of its Delaware City refinery or (2) The Xxxxxxxx Companies and certain of its subsidiaries with respect to Premcor’s acquisition of its Memphis refinery, in each case pursuant to the agreements in effect on the date of this Agreement providing for the acquisition of such refineries and previously disclosed to Valero whole (provided that none of such transactions referred to in this clause (iz) individually or in the aggregate with all other such transactions presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Merger Mergers under Regulatory Law) Law or (ii) except for (A) indebtedness incurred without regard to anything contained in the ordinary course of business under the Premcor Credit Agreement or (B) letters of credit issued under the Amended and Restated Letter of Credit Reimbursement Agreement, dated as of June 1, 2004 by and between PRG and Fleet National Bank or the $100,000,000 Letter of Credit Agreement, dated as of February 3, 2005, among PRG and the lenders party theretoTime Warner Disclosure Schedule, incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Premcor Time Warner or any of its Subsidiaries, guarantee any debt securities of another person, enter into any “"keep well” " or other agreement to maintain any financial statement condition of another Person (other than any wholly owned Subsidiary) or enter into any arrangement having the economic effect of any of the foregoing (collectively, “Premcor "Time Warner Indebtedness”"), except for (A) any Time Warner Indebtedness so long as (x) after the incurrence or issuance of such Time Warner Indebtedness Time Warner's consolidated indebtedness would not exceed 125% of the consolidated indebtedness of Time Warner as of the date hereof and (y) no Time Warner credit rating would be downgraded by either Moody's or S&P (provided that the consummation of this Agreement or any of the transactions contemplated hereby shall not give rise to, cause or result in, a default or event of default under the agreement or instrument governing any such indebtedness or, an obligation to pay any amount thereunder solely as a result of the consummation of this Agreement or any of the transactions contemplated hereby) and (B) intercompany indebtedness between Time Warner and any of its wholly owned Subsidiaries or between such wholly owned Subsidiaries.

Investments; Indebtedness. Premcor Time Warner shall not, and shall not permit any of its Subsidiaries to, (i) other than in connection with acquisitions permitted by Section 5.2(e) or as disclosed in Section 5.1(g) of the Time Warner Disclosure Schedule, make any loans, advances or capital contributions to, or investments in, any other Person, other than (Ax) loans or investments by Premcor Time Warner or a wholly owned Subsidiary of Premcor Time Warner to or in Premcor Time Warner or any wholly owned Subsidiary of PremcorTime Warner, (By) employee loans or advances made in the ordinary course of business or (z) in the ordinary course of business consistent with past practice that which are not, individually or in the aggregate, material to Premcor Time Warner and its Subsidiaries taken as a whole, or (C) any future earn-out payments required to be made by Premcor to (1) Motiva Enterprises LLC with respect to Premcor’s acquisition of its Delaware City refinery or (2) The Xxxxxxxx Companies and certain of its subsidiaries with respect to Premcor’s acquisition of its Memphis refinery, in each case pursuant to the agreements in effect on the date of this Agreement providing for the acquisition of such refineries and previously disclosed to Valero whole (provided that none of such transactions referred to in this clause (iz) individually or in the aggregate with all other such transactions presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the Merger Mergers under Regulatory Law) Law or (ii) except for (A) indebtedness incurred without regard to anything contained in the ordinary course of business under the Premcor Credit Agreement or (B) letters of credit issued under the Amended and Restated Letter of Credit Reimbursement Agreement, dated as of June 1, 2004 by and between PRG and Fleet National Bank or the $100,000,000 Letter of Credit Agreement, dated as of February 3, 2005, among PRG and the lenders party theretoTime Warner Disclosure Schedule, incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Premcor Time Warner or any of its Subsidiaries, guarantee any debt securities of another person, enter into any “"keep well” " or other agreement to maintain any financial statement condition of another Person (other than any wholly owned Subsidiary) or enter into any arrangement having the economic effect of any of the foregoing (collectively, “Premcor "Time Warner Indebtedness”"), except for (A) any Time Warner Indebtedness so long as (x) after the incurrence or issuance of such Time Warner Indebtedness Time Warner's consolidated indebtedness would not exceed 125% of the consolidated indebtedness of Time Warner as of the date hereof and (y) no Time Warner credit rating would be downgraded by either Xxxxx'x or S&P (provided that the consummation of this Agreement or any of the transactions contemplated hereby shall not give rise to, cause or result in, a default or event of default under the agreement or instrument governing any such indebtedness or, an obligation to pay any amount thereunder solely as a result of the consummation of this Agreement or any of the transactions contemplated hereby) and (B) intercompany indebtedness between Time Warner and any of its wholly owned Subsidiaries or between such wholly owned Subsidiaries.

Investments; Indebtedness. Premcor KSL shall not, and shall not permit any of its Subsidiaries to, (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (Ax) loans or investments by Premcor KSL or a any of its wholly owned Subsidiary Subsidiaries to any of Premcor to or in Premcor or any their wholly owned Subsidiary of PremcorSubsidiaries or parent wholly owning such entity, (By) in the ordinary course of business consistent with past practice that which are not, individually or in the aggregate, material to Premcor KSL and its Subsidiaries taken as a whole, or whole (C) any future earn-out payments required to be made by Premcor to (1) Motiva Enterprises LLC with respect to Premcor’s acquisition of its Delaware City refinery or (2) The Xxxxxxxx Companies and certain of its subsidiaries with respect to Premcor’s acquisition of its Memphis refinery, in each case pursuant to the agreements in effect on the date of this Agreement providing for the acquisition of such refineries and previously disclosed to Valero (provided PROVIDED that none of such transactions referred to in this clause (iy) individually or in the aggregate with all other such transactions presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the KSL Merger under Regulatory Law) or (ii) except for (A) indebtedness incurred in the ordinary course of business additional borrowings under the Premcor Credit Agreement or (B) letters of credit issued under the Amended and Restated Letter of Credit Reimbursement Agreement, dated as of June 1, 2004 by and between PRG and Fleet National Bank or the $100,000,000 Letter of Credit Agreement, dated as of February 3, 2005, among PRG and the lenders party theretoexisting loan arrangements, incur any indebtedness for borrowed money or guarantee or assume any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Premcor KSL or any of its Subsidiaries, guarantee any debt securities of another person, enter into any “"keep well” " or other agreement to maintain any financial statement condition of another Person (other than any wholly owned SubsidiarySubsidiary or KPP or any wholly owned Subsidiary of KPP) or enter into any arrangement having the economic effect of any of the foregoing foregoing. Notwithstanding any other provision of this Agreement, KSL and its Subsidiaries shall be entitled to transfer funds and make payments to KPP and its Subsidiaries (collectively, “Premcor Indebtedness”)i) to reimburse KPP and its Subsidiaries for obligations (which otherwise were incurred in compliance with the KPP Merger Agreement) of KSL or its Subsidiaries incurred by KPP or its Subsidiaries or (ii) in the ordinary course of business consistent with past practice.

Investments; Indebtedness. Premcor The TEPPCO Entities shall not, and shall not permit any of its the TEPPCO Subsidiaries to, (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (Ax) loans or investments by Premcor the TEPPCO Entities or a any of their wholly owned Subsidiary Subsidiaries to any of Premcor to or in Premcor or any their wholly owned Subsidiary Subsidiaries or parent wholly owning such entity or to Partially Owned Entities of Premcorthe TEPPCO Entities to the extent required pursuant to the governing documents of such entity, or (By) in the ordinary course of business consistent with past practice that which are not, individually or in the aggregate, material to Premcor the TEPPCO Entities and its the TEPPCO Subsidiaries taken as a whole, or (C) any future earn-out payments required to be made by Premcor to (1) Motiva Enterprises LLC with respect to Premcor’s acquisition of its Delaware City refinery or (2) The Xxxxxxxx Companies and certain of its subsidiaries with respect to Premcor’s acquisition of its Memphis refinery, in each case pursuant to the agreements in effect on the date of this Agreement providing for the acquisition of such refineries and previously disclosed to Valero whole (provided that none of such transactions referred to in this clause (iy) individually or in the aggregate with all other such transactions presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the TEPPCO Merger under Regulatory Law) or (ii) except for (A) indebtedness incurred in solely with respect to TEPPCO and any of the ordinary course TEPPCO Subsidiaries, additional borrowing under existing loan agreements and refinancing or replacement of business under the Premcor Credit Agreement such agreements or obligations thereunder and (B) letters borrowings (and associated guarantees) of up to an aggregate of $200 million principal amount of indebtedness under one or more new short-term credit issued under the Amended and Restated Letter of Credit Reimbursement Agreement, dated as of June 1, 2004 by and between PRG and Fleet National Bank or the $100,000,000 Letter of Credit Agreement, dated as of February 3, 2005, among PRG and the lenders party theretofacilities, incur any indebtedness for borrowed money or guarantee or assume any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Premcor the TEPPCO Entities or any of its the TEPPCO Subsidiaries, guarantee any debt securities indebtedness or obligation of another personPerson, enter into any “keep well” or other agreement to maintain any financial statement condition of another Person (other than any wholly owned Subsidiary). Notwithstanding any other provision of this Agreement, TEPPCO and the TEPPCO Subsidiaries shall be entitled to transfer funds and make payments to TEPPCO GP and the TEPPCO Subsidiaries (i) to reimburse TEPPCO GP and the TEPPCO Subsidiaries for obligations (which otherwise were incurred in compliance with the TEPPCO GP Merger Agreement) of TEPPCO or enter into any arrangement having the economic effect TEPPCO Subsidiaries incurred by TEPPCO GP or the TEPPCO Subsidiaries or (ii) in the ordinary course of any of the foregoing (collectively, “Premcor Indebtedness”)business consistent with past practice.

Investments; Indebtedness. Premcor KPP shall not, and shall not permit any of its Subsidiaries to, (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (Ax) loans or investments by Premcor KPP or a any of its wholly owned Subsidiary Subsidiaries to any of Premcor to or in Premcor or any their wholly owned Subsidiary of PremcorSubsidiaries or parent wholly owning such entity, (By) in the ordinary course of business consistent with past practice that which are not, individually or in the aggregate, material to Premcor KPP and its Subsidiaries taken as a whole, or whole (C) any future earn-out payments required to be made by Premcor to (1) Motiva Enterprises LLC with respect to Premcor’s acquisition of its Delaware City refinery or (2) The Xxxxxxxx Companies and certain of its subsidiaries with respect to Premcor’s acquisition of its Memphis refinery, in each case pursuant to the agreements in effect on the date of this Agreement providing for the acquisition of such refineries and previously disclosed to Valero (provided PROVIDED that none of such transactions referred to in this clause (iy) individually or in the aggregate with all other such transactions presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the KPP Merger under Regulatory Law) or (ii) except for (A) indebtedness incurred in the ordinary course of business additional borrowing under the Premcor Credit Agreement or (B) letters of credit issued under the Amended and Restated Letter of Credit Reimbursement Agreement, dated as of June 1, 2004 by and between PRG and Fleet National Bank or the $100,000,000 Letter of Credit Agreement, dated as of February 3, 2005, among PRG and the lenders party theretoexisting loan agreements, incur any indebtedness for borrowed money or guarantee or assume any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Premcor KPP or any of its Subsidiaries, guarantee any debt securities of any of another person, enter into any “"keep well” " or other agreement to maintain any financial statement condition of another Person (other than any wholly owned Subsidiary) or enter into any arrangement having the economic effect of any of the foregoing foregoing. Notwithstanding any other provision of this Agreement, KPP and its Subsidiaries shall be entitled to transfer funds and make payments to KSL and its Subsidiaries (collectively, “Premcor Indebtedness”)i) to reimburse KSL and its Subsidiaries for obligations (which otherwise were incurred in compliance with the KSL Merger Agreement) of KPP or its Subsidiaries incurred by KSL or its Subsidiaries or (ii) in the ordinary course of business consistent with past practice.

Investments; Indebtedness. Premcor KSL shall not, and shall not permit any of its Subsidiaries to, (i) make any loans, advances or capital contributions to, or investments in, any other Person, other than (Ax) loans or investments by Premcor KSL or a any of its wholly owned Subsidiary Subsidiaries to any of Premcor to or in Premcor or any their wholly owned Subsidiary of PremcorSubsidiaries or parent wholly owning such entity, (By) in the ordinary course of business consistent with past practice that which are not, individually or in the aggregate, material to Premcor KSL and its Subsidiaries taken as a whole, or (C) any future earn-out payments required to be made by Premcor to (1) Motiva Enterprises LLC with respect to Premcor’s acquisition of its Delaware City refinery or (2) The Xxxxxxxx Companies and certain of its subsidiaries with respect to Premcor’s acquisition of its Memphis refinery, in each case pursuant to the agreements in effect on the date of this Agreement providing for the acquisition of such refineries and previously disclosed to Valero whole (provided that none of such transactions referred to in this clause (iy) individually or in the aggregate with all other such transactions presents a material risk of making it more difficult to obtain any approval or authorization required in connection with the KSL Merger under Regulatory Law) or (ii) except for (A) indebtedness incurred in the ordinary course of business additional borrowings under the Premcor Credit Agreement or (B) letters of credit issued under the Amended and Restated Letter of Credit Reimbursement Agreement, dated as of June 1, 2004 by and between PRG and Fleet National Bank or the $100,000,000 Letter of Credit Agreement, dated as of February 3, 2005, among PRG and the lenders party theretoexisting loan arrangements, incur any indebtedness for borrowed money or guarantee or assume any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of Premcor KSL or any of its Subsidiaries, guarantee any debt securities of another person, enter into any “keep well” or other agreement to maintain any financial statement condition of another Person (other than any wholly owned SubsidiarySubsidiary or KPP or any wholly owned Subsidiary of KPP) or enter into any arrangement having the economic effect of any of the foregoing foregoing. Notwithstanding any other provision of this Agreement, KSL and its Subsidiaries shall be entitled to transfer funds and make payments to KPP and its Subsidiaries (collectively, “Premcor Indebtedness”)i) to reimburse KPP and its Subsidiaries for obligations (which otherwise were incurred in compliance with the KPP Merger Agreement) of KSL or its Subsidiaries incurred by KPP or its Subsidiaries or (ii) in the ordinary course of business consistent with past practice.