AND GAS PROPERTIES, (B) INVESTMENTS IN THE
FORM OF (I) DEBT SECURITIES ISSUED OR DIRECTLY AND FULLY GUARANTEED OR INSURED
BY THE UNITED STATES GOVERNMENT OR ANY AGENCY OR INSTRUMENTALITY THEREOF, WITH
MATURITIES OF NO MORE THAN ONE YEAR, (II) COMMERCIAL PAPER OF A DOMESTIC ISSUER
RATED AT THE DATE OF ACQUISITION AT LEAST P-2 BY MOODY'S INVESTOR SERVICE, INC.
OR A-2 BY STANDARD & POOR'S CORPORATION AND WITH MATURITIES OF NO MORE THAN ONE
YEAR FROM THE DATE OF ACQUISITION, OR (III) REPURCHASE AGREEMENTS COVERING DEBT
SECURITIES OR COMMERCIAL PAPER OF THE TYPE PERMITTED IN THIS SECTION,
CERTIFICATES OF DEPOSIT, DEMAND DEPOSITS, EURODOLLAR TIME DEPOSITS, OVERNIGHT
BANK DEPOSITS AND BANKERS' ACCEPTANCES, WITH MATURITIES OF NO MORE THAN ONE YEAR
FROM THE DATE OF ACQUISITION, ISSUED BY OR ACQUIRED FROM OR THROUGH THE LENDER
OR ANY BANK OR TRUST COMPANY ORGANIZED UNDER THE LAWS OF THE UNITED STATES OR
ANY STATE THEREOF AND HAVING CAPITAL SURPLUS AND UNDIVIDED PROFITS AGGREGATING
AT LEAST $100,000,000.00, (C) OTHER SHORT-TERM INVESTMENTS SIMILAR IN NATURE AND
DEGREE OF RISK TO THOSE DESCRIBED IN CLAUSE (B) OF THIS SECTION, OR
(D) MONEY-MARKET FUNDS.
6.9
DIVIDENDS AND DISTRIBUTIONS.
DECLARE, PAY,
OR MAKE, WHETHER IN CASH OR PROPERTY OF EITHER BORROWER, ANY DIVIDEND OR
DISTRIBUTION ON, OR PURCHASE, REDEEM, OR OTHERWISE ACQUIRE FOR VALUE, ANY SHARE
OF ANY CLASS OF ITS EQUITY INTERESTS STOCK AT ANY TIME, EXCEPT THAT (I) TRIUMPH
MAY MAKE DIVIDENDS OR DISTRIBUTIONS TO CYMRI, AND (II) BORROWERS MAY MAKE SUCH
DIVIDENDS OR DISTRIBUTIONS TO GUARANTOR TO THE SAME EXTENT THAT THEY ARE
PERMITTED TO MAKE LOANS AND ADVANCES TO GUARANTOR PURSUANT TO SECTION 6.7.
6.10
ISSUANCE OF STOCK; CHANGES IN CORPORATE
STRUCTURE. ISSUE OR AGREE TO ISSUE ADDITIONAL SHARES OF EQUITY INTEREST, IN ONE
OR ANY SERIES OF TRANSACTIONS UNLESS SUCH SHARES ARE ISSUED TO GUARANTOR AND
SUBJECT TO A CONTEMPORANEOUSLY PERFECTED LIEN IN FAVOR OF LENDER; ENTER INTO ANY
TRANSACTION OF CONSOLIDATION, MERGER, OR AMALGAMATION; LIQUIDATE, WIND UP, OR
DISSOLVE OR
37
SUFFER ANY LIQUIDATION OR DISSOLUTION OR ENTER OR AGREE TO ENTER INTO ANY
ARRANGEMENT THAT WOULD RESULT IN A CHANGE OF CONTROL.
6.11
TRANSACTIONS WITH AFFILIATES. DIRECTLY OR
INDIRECTLY, ENTER INTO ANY TRANSACTION (INCLUDING THE SALE, LEASE, OR EXCHANGE
OF PROPERTY OR THE RENDERING OF SERVICE) WITH ANY OF ITS AFFILIATES, OTHER THAN
UPON FAIR AND REASONABLE TERMS NO LESS FAVORABLE THAN COULD BE OBTAINED IN AN
ARM'S LENGTH TRANSACTION WITH A PERSON WHICH WAS NOT AN AFFILIATE; PROVIDED,
HOWEVER, THE FOREGOING RESTRICTIONS SHALL NOT APPLY TO, PRIOR TO THE OCCURRENCE
OF AN EVENT OF DEFAULT, ADVANCES TO GUARANTOR PERMITTED UNDER SECTION 6.7.
6.12
LINES OF BUSINESS.
EXPAND, ON ITS OWN OR THROUGH
ANY SUBSIDIARY, INTO ANY LINE OF BUSINESS OTHER THAN THOSE IN WHICH THE
BORROWERS ARE ENGAGED AS OF THE DATE HEREOF.
6.13
PLAN OBLIGATIONS. ASSUME OR OTHERWISE BECOME
SUBJECT TO AN OBLIGATION TO CONTRIBUTE TO OR MAINTAIN ANY PLAN OR ACQUIRE ANY
PERSON WHICH HAS AT ANY TIME HAD AN OBLIGATION TO CONTRIBUTE TO OR MAINTAIN ANY