GAS PROPERTIES WERE INCLUDED IN THE
DETERMINATION OF THE BORROWING BASE THEN IN EFFECT THE PREPAYMENT, IF ANY,
REQUIRED UNDER SECTION 2.3(B) SHALL HAVE BEEN MADE. FOR PURPOSES OF THIS SECTION
5.7(B) AND SECTION 2.3(B), PROCEEDS OF ANY CASUALTY EVENT IN RESPECT OF OIL AND
GAS PROPERTIES INCLUDED IN THE MOST RECENT DETERMINATION OF THE BORROWING BASE
AND WITH RESPECT TO WHICH A DETERMINATION IS MADE THAT SUCH PROCEEDS WILL NOT BE
APPLIED TO REPAIR OR REPLACEMENT THEREOF WILL BE CONSIDERED AN ASSET DISPOSITION
UNDER CLAUSE (II)(B) WITH THE AMOUNT OF SUCH PROCEEDS BEING AGGREGATED WITH
OTHER ASSET DISPOSITIONS FOR PURPOSES OF CLAUSE (II)(B) OF THIS SECTION 5.7(B)
AND SECTION 2.3(B).
SECTION 5.8
INVESTMENTS.
Borrower will not, and will not permit any of its Restricted Subsidiaries to,
purchase, hold or acquire (including pursuant to any merger with any Person that
was not a wholly owned Subsidiary prior to such merger) any capital stock,
evidences of indebtedness or other securities (including any option, warrant or
other right to acquire any of the foregoing) of, make or permit to exist any
loans or advances to, Guarantee any obligations of, or make or permit to exist
any investment or any other interest in, any other Person, or purchase or
otherwise acquire (in one transaction or a series of transactions) any assets of
any other Person constituting a business unit, except:
(A)
PERMITTED INVESTMENTS;
(B)
INVESTMENTS BY BORROWER AND ITS SUBSIDIARIES IN THE CAPITAL STOCK
OF ITS RESTRICTED SUBSIDIARIES;
(C)
LOANS OR ADVANCES MADE BY BORROWER TO ANY RESTRICTED SUBSIDIARY
AND MADE BY ANY SUBSIDIARY TO BORROWER OR ANY OTHER RESTRICTED SUBSIDIARY; AND
(D)
GUARANTEES CONSTITUTING DEBT PERMITTED BY SECTION 5.1;
(E)
INVESTMENTS CONSISTING OF SWAP CONTRACTS TO THE EXTENT PERMITTED
UNDER SECTION 5.6;
60
(F)
LOANS OR ADVANCES TO EMPLOYEES IN THE ORDINARY COURSE OF BUSINESS
IN AN AGGREGATE AMOUNT FOR ALL EMPLOYEES OF BORROWER AND ITS SUBSIDIARIES NOT IN
EXCESS OF $750,000 AT ANYONE TIME OUTSTANDING;
(G)
TRADE CREDITS AND ACCOUNTS ARISING IN THE ORDINARY COURSE OF
BUSINESS;
(H)
INVESTMENTS MADE AS A RESULT OF THE RECEIPT OF NON CASH
CONSIDERATIONS FROM A DISPOSITION THAT WAS MADE PURSUANT TO AND IN COMPLIANCE
WITH THIS AGREEMENT;
(I)
INVESTMENTS MADE IN ANY DEBTOR OF BORROWER OR ANY RESTRICTED
SUBSIDIARY AS A RESULT OF THE RECEIPT OF STOCK, OBLIGATIONS OR SECURITIES IN
SETTLEMENT OF DEBTS CREATED IN THE ORDINARY COURSE OF BUSINESS AND OWING TO
BORROWER OR ANY RESTRICTED SUBSIDIARY;
(J)
INVESTMENTS MADE PURSUANT TO THE REQUIREMENTS OF FARM-OUT, FARM
IN, UNIT, JOINT OPERATING, UNIT OPERATING, JOINT VENTURE, AREA OF MUTUAL
INTEREST AND OTHER OIL AND GAS AGREEMENTS, GATHERING SYSTEMS, PIPELINES OR OTHER
SIMILAR OR CUSTOMARY ARRANGEMENTS ENTERED INTO THE ORDINARY COURSE OF BUSINESS
(INCLUDING ADVANCES TO OPERATORS UNDER OPERATING AGREEMENTS ENTERED INTO BY
BORROWER OR ANY SUBSIDIARY IN THE ORDINARY COURSE OF BUSINESS); PROVIDED THAT
ANY SUCH SINGLE INVESTMENT IN EXCESS OF $5,000,000 SHALL BE APPROVED BY THE
BOARD OF DIRECTORS OF BORROWER;
(K)
INVESTMENTS MADE IN CONNECTION WITH THE PURCHASE, LEASE, OR