179
(4)
Restricted Payments not prohibited by the provisions of the Indenture described above under the caption "—
Restricted Payments"
;
(5)
any Permitted Investments;
(6)
transactions with a Person (other than an Unrestricted Subsidiary of the Issuer) that is an Affiliate of the Issuer
solely because the Issuer owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls,
such Person;
(7)
payment of customary directors' fees, indemnification and similar arrangements (including the payment of
directors' and officer's insurance premiums), consulting fees, employee salaries, bonuses, employment
agreements and arrangements, compensation or employee benefit arrangements, including stock options or
legal fees (as determined in good faith by a majority of the disinterested members of the Board of Directors of
the Issuer or otherwise in compliance with the Issuer’s code of corporate governance);
(8)
any issuance of Equity Interests (other than Disqualified Stock) of the Issuer to Affiliates of the Issuer;
(9)
transactions with a joint venture or similar entity that would constitute an Affiliate Transaction solely because
the Issuer owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such joint
venture or similar entity;
(10)
transactions pursuant to, or contemplated by, any agreement or arrangement in effect on the Issue Date and
transactions pursuant to any amendment, modification, supplement or extension thereto;
provided
that any
such amendment, modification, supplement or extension to the terms thereof, taken as a whole, is not
materially more disadvantageous to the holders of the Notes than the original agreement or arrangement as in
effect on the Issue Date;
(11)
(i) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services or providers of
employees or other labor, in each case in the ordinary course of business and otherwise in compliance with the
terms of the Indenture that are fair to the Issuer or the Restricted Subsidiaries, in the reasonable determination
of the members of the Board of Directors of the Issuer or the senior management thereof, or are on terms at
least as favorable as might reasonably have been obtained at such time from an unaffiliated Person and (ii) to
the extent constituting Affiliate Transactions, transactions with any governmental agency or entity in
connection with the Oil and Gas Business;
(12)
payments or other transactions pursuant to any tax sharing agreement or arrangement among the Issuer or any
of its Restricted Subsidiaries and any other Person with which the Issuer or any of its Restricted Subsidiaries
files or filed a consolidated tax return or with which the Issuer or any of its Restricted Subsidiaries is or was
part of a consolidated group for tax purposes or any tax advantageous group contribution made pursuant to
applicable legislation in amounts not otherwise prohibited by the Indenture;
provided
,
however
, that such
payments, and the value of such transactions, shall not exceed the amount of tax that the Issuer or such
Restricted Subsidiaries would owe without taking into account such other Person; and
(13)
transactions between the Issuer or any Restricted Subsidiary and any Person, a director of which is also a
director of the Issuer or any direct or indirect parent of the Issuer and such director is the sole cause for such
Person to be deemed an Affiliate of the Issuer or any Restricted Subsidiary;
provided, however,
that such
director shall abstain from voting as a director of the Issuer or such direct or indirect parent company, as the
case may be, on any matter involving such other Person.
Limitation on Lines of Business
The Issuer will not, and will not permit any Restricted Subsidiary to, engage in any business other than the Oil and Gas
Business, except to the extent as would not be material to the Issuer and its Restricted Subsidiaries taken as a whole.
Limitation on Guarantees of Indebtedness by Restricted Subsidiaries
The Issuer will not permit any Restricted Subsidiary that is not a Guarantor, directly or indirectly, to Guarantee, assume
or in any other manner become liable for the payment of any Indebtedness of the Issuer (other than the Notes) or a
Guarantor (other than a Guarantee of the Notes), unless such Restricted Subsidiary simultaneously executes and delivers
a supplemental indenture to the Indenture providing for a Guarantee of payment of the Notes by such Restricted
Subsidiary on the same terms as the Guarantee of such Indebtedness;
provided, however,
that with respect to any
Guarantee of Subordinated Obligations by such Restricted Subsidiary, any such Guarantee shall be subordinated to such
Restricted Subsidiary's Guarantee with respect to the Notes at least to the same extent as such Subordinated Obligation is
explicitly subordinated to the Notes in right of payment.
The foregoing paragraph will not be applicable to any Guarantees of any Restricted Subsidiary:
(1)
existing on the date of the Indenture or pursuant to an extension, amendment, modification, refinancing,
replacement, exchange or renewal of any such Guarantee existing on the date of the Indenture;
provided
that
any such extension, amendment, modification, refinancing, replacement, exchange or renewal, taken as a whole,
