BORROWER IN OR
TO THE GUARANTORS OR (II) MADE BY ANY SUBSIDIARY IN OR TO THE BORROWER OR ANY
GUARANTOR.
(H)
SUBJECT TO 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 BUSINESS AND ON FAIR AND REASONABLE TERMS AND (III) SUCH
VENTURE INTERESTS ACQUIRED AND CAPITAL CONTRIBUTIONS MADE (VALUED AS OF THE DATE
SUCH INTEREST WAS ACQUIRED OR THE CONTRIBUTION MADE) DO NOT EXCEED, IN THE
AGGREGATE AT ANY TIME OUTSTANDING AN AMOUNT EQUAL TO $1,000,000.
(I)
SUBJECT TO SECTION 9.06, INVESTMENTS IN
DIRECT OWNERSHIP INTERESTS IN ADDITIONAL OIL AND GAS PROPERTIES AND GAS
GATHERING SYSTEMS RELATED THERETO OR RELATED TO FARM-OUT, FARM-IN, JOINT
OPERATING, JOINT VENTURE OR AREA OF MUTUAL INTEREST AGREEMENTS, GATHERING
SYSTEMS, PIPELINES OR OTHER SIMILAR ARRANGEMENTS WHICH ARE USUAL AND CUSTOMARY
IN THE OIL AND GAS EXPLORATION AND PRODUCTION BUSINESS LOCATED WITHIN THE
GEOGRAPHIC BOUNDARIES OF THE UNITED STATES OF AMERICA.
(J)
LOANS OR ADVANCES TO EMPLOYEES, OFFICERS
OR DIRECTORS IN THE ORDINARY COURSE OF BUSINESS OF THE BORROWER OR ANY OF ITS
SUBSIDIARIES, IN EACH CASE ONLY AS PERMITTED BY APPLICABLE LAW, INCLUDING
SECTION 402 OF THE SARBANES OXLEY ACT OF 2002, BUT IN ANY EVENT NOT TO EXCEED
$100,000 IN THE AGGREGATE AT ANY TIME.
68
(K)
INVESTMENTS IN STOCK, OBLIGATIONS OR
SECURITIES RECEIVED IN SETTLEMENT OF DEBTS ARISING FROM INVESTMENTS PERMITTED
UNDER THIS SECTION 9.05 OWING TO THE BORROWER OR ANY SUBSIDIARY AS A RESULT OF A
BANKRUPTCY OR OTHER INSOLVENCY PROCEEDING OF THE OBLIGOR IN RESPECT OF SUCH
DEBTS OR UPON THE ENFORCEMENT OF ANY LIEN IN FAVOR OF THE BORROWER OR ANY OF ITS
SUBSIDIARIES; PROVIDED THAT THE BORROWER SHALL GIVE THE ADMINISTRATIVE AGENT
PROMPT WRITTEN NOTICE IN THE EVENT THAT THE AGGREGATE AMOUNT OF ALL INVESTMENTS
HELD AT ANY ONE TIME UNDER THIS SECTION 9.05(K) EXCEEDS $100,000.
(L)
OTHER INVESTMENTS NOT TO EXCEED
$1,000,000 IN THE AGGREGATE AT ANY TIME.
SECTION 9.06
NATURE OF BUSINESS; INTERNATIONAL
OPERATIONS.
THE BORROWER WILL NOT, AND WILL NOT PERMIT ANY SUBSIDIARY TO, ALLOW
ANY MATERIAL CHANGE TO BE MADE IN THE CHARACTER OF ITS BUSINESS AS AN
INDEPENDENT OIL AND GAS EXPLORATION AND PRODUCTION COMPANY.
FROM AND AFTER THE
DATE HEREOF, THE BORROWER AND ITS SUBSIDIARIES WILL NOT ACQUIRE OR MAKE ANY
EXPENDITURE (WHETHER SUCH EXPENDITURE IS CAPITAL, OPERATING OR OTHERWISE) IN OR
RELATED TO, ANY OIL AND GAS PROPERTIES NOT LOCATED WITHIN THE GEOGRAPHICAL
BOUNDARIES OF THE UNITED STATES.
SECTION 9.07
LIMITATION ON LEASES.
THE BORROWER
WILL NOT, AND WILL NOT PERMIT ANY SUBSIDIARY TO, CREATE, INCUR, ASSUME OR SUFFER
TO EXIST ANY OBLIGATION FOR THE PAYMENT OF RENT OR HIRE OF PROPERTY OF ANY KIND
WHATSOEVER (REAL