PROVIDED THAT (I) THE AGGREGATE AMOUNT OF ALL SUCH
INVESTMENTS MADE AFTER THE CLOSING DATE SHALL NOT AT ANY TIME EXCEED
$25,000,000, AND (II) AFTER GIVING EFFECT TO ANY SUCH INVESTMENT, THE BORROWER
HAS AT LEAST $10,000,000 IN UNUSED AVAILABILITY UNDER THE CREDIT AGREEMENT; AND
(G)
OTHER INVESTMENTS (INCLUDING INVESTMENTS IN PERSONS THAT ARE NOT
SUBSIDIARIES) NOT EXCEEDING $1,000,000 IN THE AGGREGATE IN ANY FISCAL YEAR OF
THE BORROWER.
7.03
INDEBTEDNESS.
CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY
INDEBTEDNESS, EXCEPT:
(A)
INDEBTEDNESS UNDER THE LOAN DOCUMENTS;
(B)
INDEBTEDNESS UNDER THE CREDIT FACILITY LOAN DOCUMENTS;
(C)
INDEBTEDNESS OUTSTANDING ON THE DATE HEREOF AND LISTED ON SCHEDULE
7.03 AND ANY REFINANCINGS, REFUNDINGS, RENEWALS OR EXTENSIONS THEREOF; PROVIDED
THAT THE AMOUNT OF SUCH INDEBTEDNESS IS NOT INCREASED AT THE TIME OF SUCH
REFINANCING, REFUNDING, RENEWAL OR EXTENSION EXCEPT BY AN AMOUNT EQUAL TO A
REASONABLE PREMIUM OR OTHER REASONABLE AMOUNT PAID, AND FEES AND EXPENSES
REASONABLY INCURRED, IN CONNECTION WITH SUCH REFINANCING AND BY AN AMOUNT EQUAL
TO ANY EXISTING COMMITMENTS UNUTILIZED THEREUNDER;
(D)
GUARANTEES OF THE BORROWER OR ANY GUARANTOR IN RESPECT OF
INDEBTEDNESS OTHERWISE PERMITTED HEREUNDER OF THE BORROWER OR ANY OTHER
GUARANTOR;
(E)
UNSECURED INDEBTEDNESS OF THE BORROWER OR ANY GUARANTOR, PROVIDED
THAT (I) THE LOAN PARTIES COMPLY WITH THE PROVISIONS OF SECTION 2.05(E) AND (II)
SUCH INDEBTEDNESS QUALIFIES AS SUBORDINATED DEBT;
(F)
OBLIGATIONS (CONTINGENT OR OTHERWISE) OF THE BORROWER OR ANY
RESTRICTED SUBSIDIARY EXISTING OR ARISING UNDER ANY HEDGING CONTRACT, PROVIDED
THAT (I) SUCH OBLIGATIONS ARE (OR WERE) ENTERED INTO BY SUCH PERSON IN THE
ORDINARY COURSE OF BUSINESS FOR THE PURPOSE OF DIRECTLY MITIGATING RISKS
ASSOCIATED WITH LIABILITIES, COMMITMENTS, INVESTMENTS, ASSETS, OR PROPERTY HELD
OR REASONABLY ANTICIPATED BY SUCH PERSON, OR CHANGES IN THE VALUE OF SECURITIES
ISSUED BY SUCH PERSON, AND NOT FOR PURPOSES OF SPECULATION OR TAKING A "MARKET
VIEW;" AND (II) SUCH HEDGING CONTRACT DOES NOT CONTAIN ANY PROVISION EXONERATING
THE NON-DEFAULTING PARTY FROM ITS OBLIGATION TO MAKE PAYMENTS ON OUTSTANDING
TRANSACTIONS TO THE DEFAULTING PARTY;
(G)
INDEBTEDNESS IN RESPECT OF CAPITAL LEASES, SYNTHETIC LEASE
OBLIGATIONS AND PURCHASE MONEY OBLIGATIONS WITHIN THE LIMITATIONS SET FORTH IN
SECTION 7.01(I); PROVIDED, HOWEVER, THAT THE AGGREGATE AMOUNT OF ALL SUCH
INDEBTEDNESS AT ANY ONE TIME OUTSTANDING SHALL NOT EXCEED $5,000,000;
55
(H)
INDEBTEDNESS OF ANY LOAN PARTY OWING TO ANOTHER LOAN PARTY;
(I)
INDEBTEDNESS (OTHER THAN AS DESCRIBED IN CLAUSE (A) OF THE
DEFINITION OF THE TERM "INDEBTEDNESS") OF (A) COPANO/WEBB-DUVAL PIPELINE, L.P.
("WEBB/DUVAL GP") THAT WAS INCURRED IN THE ORDINARY COURSE OF BUSINESS BY
WEBB/DUVAL GATHERERS AND IS INDEBTEDNESS OF WEBB/DUVAL GP SOLELY BY VIRTUE OF
THE FACT THAT IT IS A GENERAL PARTNER OF WEBB/DUVAL GATHERERS AND (B) A GENERAL
PARTNER OF WEBB/DUVAL GP WITH RESPECT TO THE INDEBTEDNESS DESCRIBED IN CLAUSE
(A) SOLELY BY VIRTUE OF THE FACT THAT IT IS SUCH GENERAL PARTNER; AND
(J)
OTHER UNSECURED INDEBTEDNESS IN AN AGGREGATE PRINCIPAL AMOUNT NOT
TO EXCEED $5,000,000 AT ANY TIME OUTSTANDING.
7.04
FUNDAMENTAL CHANGES.
MERGE, DISSOLVE, LIQUIDATE, CONSOLIDATE WITH
OR INTO ANOTHER