201
(11)
guarantees by the Issuer or any of its Restricted Subsidiaries of operating leases (other than Capital Lease
Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into by any
Restricted Subsidiary in the ordinary course of business;
(12)
Investments of a Restricted Subsidiary acquired after the Issue Date or of any entity merged into the Issuer or
merged into or consolidated or amalgamated with a Restricted Subsidiary in accordance with the covenant
described under "—
Certain Covenants—Merger, Consolidation or Sale of Assets
" to the extent that such
Investments were not made in contemplation of or in connection with such acquisition, merger, consolidation
or amalgamation and were in existence on the date of such acquisition, merger or consolidation;
(13)
Permitted Business Investments;
(14)
Investments received as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect
to any secured Investment in default;
(15)
any Investment existing on, or made pursuant to binding commitments existing on, the Issue Date and any
Investment consisting of an extension, modification or renewal of any Investment existing on, or made
pursuant to a binding commitment existing on, the Issue Date;
provided
that the amount of any such
Investment may be increased (a) as required by the terms of such Investment as in existence on the Issue Date
or (b) as otherwise permitted under the Indenture;
(16)
Guarantees of performance or other obligations (other than Indebtedness) arising in the ordinary course in the
Oil and Gas Business, including obligations under oil and natural gas exploration, development, joint
operating, and related agreements and licenses, concessions or operating leases related to the Oil and Gas
Business;
(17)
Investments in the Notes and any other Indebtedness of the Issuer or any Restricted Subsidiary;
(18)
Management Advances;
(19)
payroll, commission, travel, relocation and similar advances to cover matters that are expected at the time of
such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary
course of business;
(20)
Investments in any Person to the extent such Investments consist of prepaid expenses, negotiable instruments
held for collection and lease, utility and workers' compensation, performance and similar deposits made in the
ordinary course of business by the Issuer or any Restricted Subsidiary;
(21)
loans or grants in respect of community development projects made in the ordinary course of business
customary in the Oil and Gas Business as appropriate for the Issuer's regions of operation and consistent with
past practice or counterparty requirements, and not exceeding the aggregate at any time outstanding of $2.5
million per calendar year (with unutilized amounts in any calendar year being carried over into succeeding
years); and
(22)
other Investments in any Person having an aggregate Fair Market Value (measured on the date each such
Investment was made and without giving effect to subsequent changes in value), when taken together with all
other Investments made pursuant to this clause (22) that are at the time outstanding not to exceed the greater
of (a) $15.0 million and (b) 2.1% of Adjusted Consolidated Net Tangible Assets;
provided
that if an
Investment is made pursuant to this clause in a Person that is not a Restricted Subsidiary and such Person
subsequently becomes a Restricted Subsidiary or is subsequently designated a Restricted Subsidiary pursuant
to the covenant described above under the caption "—
Certain Covenants—Restricted Payments
", such
Investment shall thereafter be deemed to have been made pursuant to clause (1) or (3) of the definition of
"Permitted Investments" and not this clause.
"
Permitted Liens
" means, with respect to any Person:
(1)
Liens securing Indebtedness incurred under Credit Facilities (including, without limitation, pursuant to clause
(1) of the second paragraph of the covenant described under the caption "—
Certain Covenants—Incurrence of
Indebtedness and Issuance of Preferred Stock
");
(2)
Liens in favor of the Issuer or any Restricted Subsidiary;
(3)
Liens on property of a Person existing at the time such Person is merged with or into or consolidated or
amalgamated with the Issuer or any Subsidiary of the Issuer;
provided
that such Liens were in existence prior
to the contemplation of such merger, consolidation or amalgamation and do not extend to any assets other than
those of the Person merged into or consolidated or amalgamated with the Issuer or the Subsidiary and do not
extend to any assets other than those of the Person merged into or consolidated or amalgamated with the
Issuer or the Subsidiary and its shares;
(4)
Liens on property (including Capital Stock) existing at the time of acquisition of the property by the Issuer or
any Subsidiary of the Issuer;
provided
that such Liens were in existence prior to, such acquisition, and not
incurred in contemplation of, such acquisition;
