CONSENT FEE (HOWSOEVER
DESCRIBED), PROVIDED THAT THE FOREGOING SHALL NOT PROHIBIT THE EXECUTION OF
SUPPLEMENTAL INDENTURES ASSOCIATED WITH THE INCURRENCE OF PERMITTED ADDITIONAL
SENIOR NOTES TO THE EXTENT PERMITTED BY SECTION 9.02(G), THE EXECUTION OF OTHER
INDENTURES OR AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF PERMITTED
REFINANCING DEBT OR THE EXECUTION OF SUPPLEMENTAL INDENTURES TO ADD GUARANTORS
IF REQUIRED BY THE TERMS OF ANY INDENTURE PROVIDED SUCH PERSON COMPLIES WITH
SECTION 8.14(B).
SECTION 9.05
INVESTMENTS, LOANS AND ADVANCES.
THE BORROWER WILL NOT,
AND WILL NOT PERMIT ANY SUBSIDIARY TO, MAKE OR PERMIT TO REMAIN OUTSTANDING ANY
INVESTMENTS IN OR TO ANY PERSON, EXCEPT THAT THE FOREGOING RESTRICTION SHALL NOT
APPLY TO:
(A)
INVESTMENTS REFLECTED IN THE FINANCIAL STATEMENTS OR WHICH ARE
DISCLOSED TO THE LENDERS IN SCHEDULE 9.05.
(B)
ACCOUNTS RECEIVABLE ARISING IN THE ORDINARY COURSE OF BUSINESS.
(C)
DIRECT OBLIGATIONS OF THE UNITED STATES OR ANY AGENCY THEREOF, OR
OBLIGATIONS GUARANTEED BY THE UNITED STATES OR ANY AGENCY THEREOF, IN EACH CASE
MATURING WITHIN ONE YEAR FROM THE DATE OF CREATION THEREOF.
(D)
COMMERCIAL PAPER MATURING WITHIN ONE YEAR FROM THE DATE OF
CREATION THEREOF RATED IN THE HIGHEST GRADE BY S&P OR MOODY'S.
(E)
DEPOSITS MATURING WITHIN ONE YEAR FROM THE DATE OF CREATION
THEREOF WITH, INCLUDING CERTIFICATES OF DEPOSIT ISSUED BY, ANY LENDER OR ANY
OFFICE LOCATED IN THE UNITED STATES OF ANY OTHER BANK OR TRUST COMPANY WHICH IS
ORGANIZED UNDER THE LAWS OF THE UNITED STATES OR ANY STATE THEREOF, HAS CAPITAL,
SURPLUS AND UNDIVIDED PROFITS AGGREGATING AT LEAST $100,000,000 (AS OF THE DATE
OF SUCH BANK OR TRUST COMPANY'S MOST RECENT FINANCIAL REPORTS) AND HAS A SHORT
TERM DEPOSIT RATING OF NO LOWER THAN A2 OR P2, AS SUCH RATING IS SET FORTH FROM
TIME TO TIME, BY S&P OR MOODY'S, RESPECTIVELY OR, IN THE CASE OF ANY FOREIGN
SUBSIDIARY, A BANK ORGANIZED IN A
78
JURISDICTION IN WHICH THE FOREIGN SUBSIDIARY CONDUCTS OPERATIONS HAVING ASSETS
IN EXCESS OF $500,000,000 (OR ITS EQUIVALENT IN ANOTHER CURRENCY).
(F)
DEPOSITS IN MONEY MARKET FUNDS INVESTING EXCLUSIVELY IN
INVESTMENTS DESCRIBED IN SECTION 9.05(C), SECTION 9.05(D) OR SECTION 9.05(E).
(G)
INVESTMENTS (I) MADE BY THE BORROWER IN OR TO THE GUARANTORS,
(II) MADE BY ANY SUBSIDIARY IN OR TO THE BORROWER OR ANY GUARANTOR, AND
(III) MADE BY THE BORROWER OR ANY GUARANTOR IN OR TO ANY SUBSIDIARY WHICH IS NOT
A GUARANTOR WHICH DO NOT EXCEED 5% IN THE AGGREGATE OF THE CONSOLIDATED
QUARTERLY REVENUES OF THE BORROWER AS OF THE MOST RECENTLY DELIVERED
CONSOLIDATED QUARTERLY FINANCIAL STATEMENTS.
(H)
SUBJECT TO THE LIMITS IN SECTION 9.06, INVESTMENTS (INCLUDING,
WITHOUT LIMITATION, CAPITAL CONTRIBUTIONS) IN GENERAL OR LIMITED PARTNERSHIPS OR
OTHER TYPES OF ENTITIES (EACH A "VENTURE") ENTERED INTO BY THE BORROWER OR A
SUBSIDIARY WITH OTHERS IN THE ORDINARY COURSE OF BUSINESS; PROVIDED THAT (I) ANY
SUCH VENTURE IS ENGAGED EXCLUSIVELY IN OIL AND GAS EXPLORATION, DEVELOPMENT,
PRODUCTION, PROCESSING AND RELATED ACTIVITIES, INCLUDING TRANSPORTATION,
(II) THE INTEREST IN SUCH VENTURE IS ACQUIRED IN THE ORDINARY COURSE OF