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(9)
the incurrence by the Issuer of any of its Restricted Subsidiaries of obligations relating to production imbalances
arising in the ordinary course of business;
(10)
the Guarantee by the Issuer or any Restricted Subsidiary of Indebtedness of the Issuer or a Restricted Subsidiary
of the Issuer that was permitted to be incurred by another provision of this covenant;
provided
that if the
Indebtedness being Guaranteed is subordinated to or
pari passu
with the Notes or a Note Guarantee, as
applicable, then the Guarantee shall be subordinated or
pari passu
, as applicable, to the same extent as the
Indebtedness Guaranteed;
(11)
the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a
bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient
funds, so long as such Indebtedness is covered within 30 Business Days;
(12)
the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness in respect of self-insurance
obligations or captive insurance companies or consisting of the financing of insurance premiums in the ordinary
course of business;
(13)
the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness arising from agreements of the
Issuer or any of its Restricted Subsidiaries providing for indemnification, obligations in respect of earn-outs or
other adjustment of purchase price or, in each case, similar obligations, in each case, incurred or assumed in
connection with the disposition of any business, assets or Capital Stock of a Subsidiary,
provided
that the
maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds,
including the Fair Market Value of non-cash proceeds (measured at the time received and without giving effect
to any subsequent changes in value), actually received by the Issuer and its Restricted Subsidiaries in
connection with such disposition;
(14)
the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness in respect of (A) letters of
credit, bid, performance, appeal, surety and similar bonds, completion guarantees, judgments, advance
payments, customs, VAT or similar instruments issued for the account of the Issuer and any of its Restricted
Subsidiaries in the ordinary course of business (in each case, other than an obligation for money borrowed),
including Guarantees and obligations of the Issuer or any of its Restricted Subsidiaries with respect to letters of
credit or similar instruments supporting such obligations or in respect of self-insurance and workers
compensation obligations; or (B) any customary cash management, cash pooling or netting or setting off
arrangements;
(15)
Indebtedness or preferred stock of a Person outstanding on the date on which such Person becomes a Restricted
Subsidiary or is acquired by the Issuer or a Restricted Subsidiary or merged, consolidated, amalgamated or
otherwise combined with (including pursuant to any acquisition of assets and assumption of related liabilities)
the Issuer or a Restricted Subsidiary in accordance with the Indenture (including Indebtedness incurred (a) to
provide all or any portion of the funds utilized to consummate the transaction or series of related transactions
pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by or was merged into
the Issuer or a Restricted Subsidiary or (b) otherwise in connection with, or in contemplation of, such
acquisition);
provided, however,
with respect to this clause (15) that at the time of the acquisition or other
transaction pursuant to which such Indebtedness was deemed to be incurred, (x) the Issuer would have been able
to incur $1.00 of additional Indebtedness pursuant to the first paragraph of this covenant after giving effect to
the incurrence of such Indebtedness pursuant to this clause (15) or (y) the Fixed Charge Coverage Ratio would
not be less than it was immediately prior to giving effect to such acquisition or other transaction;
(16)
Guarantees by the Issuer or any of its Restricted Subsidiaries of any Management Advances;
(17)
Guarantees by the Issuer or any Restricted Subsidiary granted to any trustee of any management equity plan or
stock option plan or any other management or employee benefit or incentive plan or unit trust scheme approved
by the Board of Directors of the Issuer, so long as the proceeds of the Indebtedness so Guaranteed are used to
purchase Equity Interests of the Issuer (other than Disqualified Stock);
provided
that the amount of any net cash
proceeds from the sale of such Equity Interests of the Issuer will be excluded from clause (3)(b) of the first
paragraph of the covenant described above under the caption "—
Certain Covenants—Restricted Payments
" and
will not be considered to be net cash proceeds from an Equity Offering for purposes of the "
Optional
Redemption
" provisions of the Indenture;
(18)
Guarantees by the Issuer or any of its Restricted Subsidiaries of pension fund obligations of the Issuer or any
Restricted Subsidiary required by law or regulation;
(19)
the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness in connection with one or more
standby letters of credit, Guarantees, performance bonds or other reimbursement obligations, in each case,
issued in the ordinary course of business and not in connection with the borrowing of money or the obtaining of
an advance or credit (other than advances or credit for goods and services in the ordinary course of business and
on terms and conditions that are customary in the Oil and Gas Business, and other than the extension of credit
represented by such letter of credit, Guarantee or performance bond itself);
