190
(4)
the sale, lease or other disposition of products, services, Hydrocarbons or mineral products inventory or
accounts receivable or other assets in the ordinary course of business;
(5)
the abandonment, farm-in, farm-out, lease or sublease of any oil and gas properties or the forfeiture or other
disposition of such properties, in each case in the ordinary course of business;
(6)
the disposition of assets to a Person who is providing services (the provision of which have been or are to be
outsourced by the Issuer or any Restricted Subsidiary to such Person) related to such assets;
(7)
any sale or other disposition of damaged, unserviceable, worn-out or obsolete assets in the ordinary course of
business;
(8)
the sale or other disposition of cash or Cash Equivalents or other financial assets in the ordinary course of
business;
(9)
for purposes of the covenant described above under the caption "—
Repurchase at the Option of Noteholders—
Asset Sales
" only, the making of a Permitted Investment or a disposition subject to the covenant described
above under the caption "—
Certain Covenants—Restricted Payments
";
(10)
the sale or other disposition (whether or not in the ordinary course of business) of crude oil and natural gas
properties or direct or indirect interests in real property;
provided
, that at the time of such sale or other
disposition such properties do not have associated with them any proved reserves;
(11)
the farm-out, lease or sublease of developed or undeveloped crude oil or natural gas properties owned or held
by the Issuer or such Restricted Subsidiary in exchange (within 180 days) for crude oil and natural gas
properties owned or held by another Person;
(12)
any trade or exchange by the Issuer or any Restricted Subsidiaries of oil and gas properties or other properties
or assets for oil and gas properties or other properties or assets owned or held by another Person,
provided
that
any net cash received must be applied in accordance with the provisions described above under the caption
"—
Repurchase at the Option of Noteholders—Asset Sales
";
(13)
granting of Liens not prohibited by the covenant described under the caption "—
Certain Covenants—Liens
";
(14)
the licensing or sublicensing of intellectual property, including, without limitation, licenses for seismic data or
other general intangibles and licenses, leases or subleases of other property, in the ordinary course of business
and which do not materially interfere with the business of the Issuer and its Restricted Subsidiaries taken as a
whole;
(15)
a surrender or waiver of contract rights, oil and gas leases or the settlement, release or surrender of contract,
tort or other claims of any kind;
(16)
transactions permitted under "—
Certain Covenants—Mergers, Consolidation or Sale of Assets
";
(17)
dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary
course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;
(18)
foreclosure, condemnation or any similar action with respect to any property or other assets; and
(19)
any Production Payments and Reserve Sales.
"
Beneficial Owner
" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act,
except that in calculating the beneficial ownership of any particular "Person" (as that term is used in Section 13(d)(3) of
the Exchange Act), such "Person" will be deemed to have beneficial ownership of all securities that such "Person" has
the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is
exercisable only after the passage of time. The terms "Beneficial Ownership", "Beneficially Owns" and "Beneficially
Owned" have a corresponding meaning.
"
Board of Directors
" means:
(1)
with respect to a corporation, the board of directors of the corporation or any committee thereof duly
authorized to act on behalf of such board;
(2)
with respect to a partnership, the board of directors of the general partner of the partnership;
(3)
with respect to a limited liability company, the managing member or members or any controlling committee
of managing members thereof; and
(4)
with respect to any other Person, the board or committee of such Person serving a similar function.
"
Business Day
" means each day that is not a Saturday, Sunday or other day on which banking institutions in London,
Dublin, Jersey, New York or another place of payment under the Indenture are authorized or required by law to close.
"
Calculation Date
" has the meaning given in the definition of "Fixed Charge Coverage Ratio".
