200
(3)
any other related energy business, including power generation and electrical transmission business, from oil,
natural gas and other Hydrocarbons and minerals produced substantially from properties in which the Issuer or
its Restricted Subsidiaries directly or indirectly participates;
(4)
any business relating to oil and gas field seismic mapping, sales and service and technology development with
respect thereto; and
(5)
any business, services or activity relating to, arising from, or necessary, appropriate or incidental to the
activities described in clauses (1), (2), (3) or (4) of this definition.
"
Permitted Business Investments
" means Investments made in the Oil and Gas Business, including but not limited to
investments or expenditures for actively exploiting, exploring for, acquiring, developing, producing, processing,
gathering, marketing or transporting oil, natural gas or other Hydrocarbons and minerals through agreements,
transactions, interests or arrangements that permit one to share risk or costs, comply with regulatory requirements
regarding local ownership or satisfy other objectives customarily achieved through the conduct of the Oil and Gas
Business jointly with third parties, including without limitation:
(1)
direct or indirect ownership of crude oil, natural gas, other restricted Hydrocarbon properties or any interest
therein or gathering, transportation, processing, storage or related systems or ancillary real property interests;
and
(2)
the entry into operating agreements, joint ventures, processing agreements, working interests, royalty interests,
mineral leases, farm-in agreements, farm-out agreements, development agreements, production sharing
agreements, area of mutual interest agreements, contracts for the sale, transportation or exchange of crude oil
and natural gas and other Hydrocarbons and minerals, participation agreements, unitization agreements,
pooling arrangements, joint bidding agreements, service contracts, partnership agreements (whether general or
limited), subscription agreements, stock purchase agreements, stockholder agreements and other similar
agreement (including for limited liability companies) or other similar or customary agreements, transactions,
properties, interests or arrangements and Investments and expenditures in connection therewith or pursuant
thereto, in each case made or entered into with third parties (including Unrestricted Subsidiaries); and
(3)
direct or indirect ownership interests in drilling rigs and related equipment, including, without limitation,
transportation equipment.
"
Permitted Investments
" means:
(1)
any Investment in the Issuer or in a Restricted Subsidiary of the Issuer;
(2)
any Investment in cash and Cash Equivalents;
(3)
any Investment by the Issuer or any Restricted Subsidiary of the Issuer in any Person whose business is the
Oil and Gas Business, if as a result of such Investment:
(a)
such Person becomes a Restricted Subsidiary of the Issuer; or
(b)
such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially
all of its properties or assets to, or is liquidated into, the Issuer or a Restricted Subsidiary of the Issuer;
(4)
any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made
pursuant to and in compliance with the covenant described above under the caption "—
Repurchase at the
Option of Noteholders—Asset Sales
";
(5)
any acquisition of assets or Capital Stock solely in exchange for the issuance of Equity Interests (other than
Disqualified Stock) of the Issuer;
(6)
any Investments received in compromise or resolution of (A) obligations of trade creditors or customers that
were incurred in the ordinary course of business of the Issuer or any of its Restricted Subsidiaries, including
pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade
creditor or customer; or (B) litigation, arbitration or other disputes with Persons who are not Affiliates;
(7)
Investments represented by Hedging Obligations;
(8)
receivables owing to the Issuer or any Restricted Subsidiary created or acquired in the ordinary course of
business and payable or dischargeable in accordance with customary trade terms;
provided, however,
that such
trade terms may include such concessionary trade terms as the Issuer or any such Restricted Subsidiary deems
reasonable under the circumstances;
(9)
surety and performance bonds and workers' compensation, utility, lease, tax, performance and similar deposits
and prepaid expenses in the ordinary course of business;
(10)
Guarantees of Indebtedness permitted under the covenant described under the caption "—
Certain Covenants—
Incurrence of Indebtedness and Issuance of Preferred Stock
";
