A COMPARABLE ARM'S LENGTH
TRANSACTION WITH A PERSON OTHER THAN AN AFFILIATE, PROVIDED THAT THE FOREGOING
RESTRICTION SHALL NOT APPLY TO (I) TRANSACTIONS BETWEEN OR AMONG THE BORROWER
AND ANY GUARANTOR OR BETWEEN AND AMONG ANY GUARANTORS OR (II) SCISSORTAIL'S
GUARANTEE OF THE PERFORMANCE BY SOUTHERN DOME OF ITS OBLIGATIONS UNDER THAT
CERTAIN GAS PURCHASE AND PROCESSING AGREEMENT EFFECTIVE MAY 1, 2005 BY AND
BETWEEN SOUTHERN DOME AND NEW DOMINION, L.L.C.
7.09
BURDENSOME AGREEMENTS.
ENTER INTO ANY CONTRACTUAL OBLIGATION (OTHER
THAN THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY CREDIT FACILITY LOAN
DOCUMENT) THAT (A) LIMITS THE ABILITY (I) OF ANY RESTRICTED SUBSIDIARY TO MAKE
RESTRICTED PAYMENTS TO THE BORROWER OR ANY GUARANTOR OR TO OTHERWISE TRANSFER
PROPERTY TO THE BORROWER OR ANY GUARANTOR, (II) OF ANY RESTRICTED SUBSIDIARY TO
GUARANTEE THE INDEBTEDNESS OF THE BORROWER OR (III) OF THE BORROWER OR ANY
RESTRICTED SUBSIDIARY TO CREATE, INCUR, ASSUME OR SUFFER TO EXIST LIENS ON
PROPERTY OF SUCH PERSON IN FAVOR OF THE CREDIT FACILITY AGENT AND THE LENDERS
UNDER THE CREDIT AGREEMENT; PROVIDED, HOWEVER, THAT THIS CLAUSE (III) SHALL NOT
PROHIBIT ANY NEGATIVE PLEDGE INCURRED OR PROVIDED IN FAVOR OF ANY HOLDER OF
INDEBTEDNESS PERMITTED UNDER SECTION 7.03(G) SOLELY TO THE EXTENT ANY SUCH
NEGATIVE PLEDGE RELATES TO THE PROPERTY FINANCED BY OR THE SUBJECT OF SUCH
INDEBTEDNESS; OR (B) REQUIRES THE GRANT OF A LIEN TO SECURE AN OBLIGATION OF
SUCH PERSON IF A LIEN IS GRANTED TO SECURE ANOTHER OBLIGATION OF SUCH PERSON.
7.10
USE OF PROCEEDS.
USE THE PROCEEDS OF THE BRIDGE FINANCING, WHETHER
DIRECTLY OR INDIRECTLY, AND WHETHER IMMEDIATELY, INCIDENTALLY OR ULTIMATELY, TO
PURCHASE OR CARRY MARGIN STOCK (WITHIN THE MEANING OF REGULATION U OF THE FRB)
OR TO EXTEND CREDIT TO OTHERS FOR THE PURPOSE OF PURCHASING OR CARRYING MARGIN
STOCK OR TO REFUND INDEBTEDNESS ORIGINALLY INCURRED FOR SUCH PURPOSE.
7.11
PROHIBITED CONTRACTS.
OTHER THAN THOSE LISTED ON SCHEDULE 7.11:
(A)
ENTER INTO ANY "TAKE-OR-PAY" CONTRACT OR OTHER CONTRACT OR
ARRANGEMENT FOR THE PURCHASE OF GOODS OR SERVICES WHICH OBLIGATES IT TO PAY FOR
SUCH GOODS OR SERVICE REGARDLESS OF WHETHER THEY ARE DELIVERED OR FURNISHED TO
IT, OTHER THAN CONTRACTS FOR PIPELINE CAPACITY OR FOR SERVICES IN EITHER CASE
REASONABLY ANTICIPATED TO BE UTILIZED IN THE ORDINARY COURSE OF BUSINESS;
(B)
AMEND OR PERMIT ANY AMENDMENT TO ANY MATERIAL CONTRACT WHICH
RELEASES, QUALIFIES, LIMITS, MAKES CONTINGENT OR OTHERWISE COULD REASONABLY BE
EXPECTED TO DETRIMENTALLY
58
AFFECT THE RIGHTS AND BENEFITS OF ADMINISTRATIVE AGENT OR ANY LENDER UNDER OR
ACQUIRED PURSUANT TO ANY LOAN DOCUMENT; OR
(C)
INCUR ANY OBLIGATION TO CONTRIBUTE TO ANY MULTIEMPLOYER PLAN OR
PERMIT ANY ERISA AFFILIATE TO DO SO.
7.12
HEDGING CONTRACTS.
BE A PARTY TO OR IN ANY MANNER BE LIABLE ON ANY
HEDGING CONTRACT, EXCEPT:
(A)
HEDGING CONTRACTS ENTERED INTO BY A LOAN PARTY WITH THE PURPOSE
AND EFFECT OF FIXING INTEREST RATES ON A PRINCIPAL AMOUNT OF INDEBTEDNESS OF
SUCH LOAN PARTY THAT IS ACCRUING INTEREST AT A VARIABLE RATE, PROVIDED THAT (I)
THE AGGREGATE