Additional Limitations on Hedging. Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any Hydrocarbon Hedge Contract; provided that, Borrower and its Restricted Subsidiaries may enter into Hydrocarbon Hedge Contracts covering PDP Reserves, PDNP Reserves and PUD Reserves subject to the following limitations: (i) other than as provided in the immediately following clause (ii) and clause (iii), on the date that any such Hydrocarbon Hedge Contract is entered into and after giving effect to such Hydrocarbon Hedge Contract, no more than 85% of the Calculated Reserves may be covered by Hydrocarbon Hedge Contracts (it being understood that volumes of natural gas, crude oil, and natural gas liquids are calculated separately and that natural gas liquids may be hedged on terms reasonably satisfactory to the Administrative Agent by Hydrocarbon Hedge Contracts for crude oil, natural gas, natural gas liquids or a combination thereof); provided that, if, as of any Test Date, the aggregate notional volumes of all the Borrower's and its Restricted Subsidiaries' respective hxxxxx of natural gas, crude oil and natural gas liquids (calculated separately) under all Hydrocarbon Hedge Contracts corresponding to the delivery dates of the Actual Production exceeds 105% of Actual Production, then Borrower shall (A) furnish to Administrative Agent, by no later than 5:00 p.m. (Houston, Texas, time) on such Test Date, a detailed calculation of such determination and such excess, in form, and substance reasonably satisfactory to the Administrative Agent, and (B) no later than 15 days after such Test Date, Borrower shall (1) furnish to Administrative Agent an updated Engineering Report (the "Updated Engineering Report") in form and substance reasonably satisfactory to the Administrative Agent, (2) terminate, create off-setting positions or otherwise unwind existing Hydrocarbon Hedge Contracts such that, after giving effect thereto, no more than 85% of the Borrower's and its Restricted Subsidiaries' aggregate anticipated production of natural gas volumes, crude oil volumes, and natural gas liquids by volume attributable to Calculated Reserves are covered by all Hydrocarbon Hedge Contracts (it being understood that volumes of natural gas, crude oil, and natural gas liquids are calculated separately and that natural gas liquids may be hedged on terms reasonably satisfactory to the Administrative Agent by Hydrocarbon Hedge Contracts for crude oil, natural gas, natural gas liquids or a combination thereof), and Borrower shall deliver a (ii) the volume limitations in clause (i) shall not apply to put option contracts that are not related to corresponding calls, collars or swaps; (iii) with respect to anticipated production of Hydrocarbons which are the subject of an Acquisition under which the Borrower or any Restricted Subsidiary is the purchaser, the Borrower and its Restricted Subsidiaries may enter into Hydrocarbon Hedge Contracts covering such anticipated production prior to effecting such Acquisition (regardless of the fact that such production is not yet owned by the Borrower or such Restricted Subsidiary) so long as (A) a binding purchase agreement has been executed by the Borrower or a Restricted Subsidiary and the counterparties to such Acquisition, (B) at the time such Hydrocarbon Hedge Contracts are entered into, the aggregate Unused Commitment Amount is greater than or equal to 10% of the lesser of the Borrowing Base and the aggregate Commitments then in effect, (C) the Borrower shall, and shall cause its Restricted Subsidiaries to terminate, unwind or otherwise liquidate all such Hydrocarbon Hedge Contracts upon the earliest of (1) the 90th day following the full execution of the purchase agreement related to such Acquisition if the Acquisition has not been fully consummated by such date, (2) within 3 Business Days after the date upon on which such purchase agreement is terminated by any party thereto, and (3) the date upon which the Borrower or any Restricted Subsidiary believes, with reasonable certainty, that such Acquisition will not be consummated, and (D) at the time such Hedge Contracts are entered into, but after giving pro forma effect to such Acquisition (i.e. assuming that such Acquisition had gone into effect prior to or as of the date such Hydrocarbon Hedge Contracts are entered into and Engineering Report, for purposes of calculating Calculated Reserves, includes any Engineering Report covering the reserves that are the subject of such Acquisition)), such Hedge Contracts would be permitted under clause (i) above; and (iv) such Hydrocarbon Hedge Contracts shall otherwise comply with the terms of this Agreement." (s) Section 6.21 (Accounts Payable) of the Credit Agreement is hereby amended by replacing the reference to "$250,000" found in clause (b) thereof with "$3,000,000". (t) Section 7.01 (Events of Default) of the Credit Agreement is hereby amended by (i) replacing the reference to each reference to "$2,500,000" found in clauses (d) and (f) thereof with “$5,000,000”, (ii) replacing the reference to "$1,000,000" found in clause (k) thereof with "$5,000,000", and (iii) replacing clause (l) in its entirety with the phrase “[Intentionally Omitted].”
Appears in 1 contract
Additional Limitations on Hedging. The Borrower shall not, and nor shall not it permit any of its Restricted Subsidiaries to, be party to or enter into any Hydrocarbon Hedge Contract; provided that, the Borrower and its Restricted Subsidiaries may be party to and enter into Hydrocarbon Hedge Contracts Agreements covering PDP Reserves, PDNP Reserves and PUD Reserves subject to the following limitations:
(i) other than as provided in the immediately following clause (ii) and clause (iii), on the date that any such Hydrocarbon Hedge Contract is entered into before and after giving effect to such Hydrocarbon Hedge ContractAgreement, all Hydrocarbon Hedge Agreements (other than Hydrocarbon Hedge Agreements that merely provide for a minimum floor price for the notional volumes attributable to such Hydrocarbon Hedge Agreements) to which the Borrower or any of its Subsidiaries is a party or which covers any Oil and Gas Properties of the Borrower or any of its Subsidiaries shall cover no more than 8580% of the Calculated Reserves may be covered by Hydrocarbon Hedge Contracts (it being understood that anticipated production of gas volumes and no more than 80% of natural gasthe anticipated production of oil volumes, crude oilin either case, and natural gas liquids are calculated separately and that natural gas liquids may be hedged on terms reasonably satisfactory attributable to the Administrative Agent by Hydrocarbon Hedge Contracts for crude oil, natural gas, natural gas liquids Borrower’s or a combination thereof); provided that, ifany of its Subsidiaries’ PDP Reserves, as of any Test Datereflected in the most recently delivered Engineering Report under Section 2.02(b)(i) or Section 2.02(b)(ii), the aggregate notional volumes of all the Borrower's and its Restricted Subsidiaries' respective hxxxxx of natural gas, crude oil and natural gas liquids (calculated separately) under all Hydrocarbon Hedge Contracts corresponding to or if at least three months have passed since the delivery dates of the Actual Production exceeds 105% of Actual Production, then Borrower shall (A) furnish to Administrative Agent, by no later than 5:00 p.m. (Houston, Texas, time) on such Test Date, a detailed calculation of such determination Engineering Report, as reflected in an Internal Engineering Report delivered by the Borrower and such excess, in form, and substance reasonably satisfactory to accepted by the Administrative Agent, and (B) no later than 15 days after such Test Date, Borrower shall (1) furnish to Administrative Agent an updated Engineering Report (the "Updated Engineering Report") in form and substance reasonably satisfactory to the Administrative Agent, (2) terminate, create off-setting positions or otherwise unwind existing Hydrocarbon Hedge Contracts such that, after giving effect thereto, no more than 85% of the Borrower's and its Restricted Subsidiaries' aggregate anticipated production of natural gas volumes, crude oil volumes, and natural gas liquids by volume attributable to Calculated Reserves are covered by all Hydrocarbon Hedge Contracts (it being understood that volumes of natural gas, crude oil, and natural gas liquids are calculated separately and that natural gas liquids may be hedged on terms reasonably satisfactory to the Administrative Agent by Hydrocarbon Hedge Contracts for crude oil, natural gas, natural gas liquids or a combination thereof), and Borrower shall deliver a; and
(ii) such Hydrocarbon Hedge Agreements shall be entered into with an Approved Counterparty; and
(iii) such obligations owing in respect of such Hydrocarbon Hedge Agreements are unsecured and not supported by any letter of credit or other similar credit support; and
(iv) such Hydrocarbon Hedge Agreements shall otherwise comply with the volume limitations in clause terms of this Agreement. Notwithstanding the foregoing, (iA) shall not apply to put option contracts that are not related to corresponding calls, collars collars, swaps or swaps;
(iii) with respect to anticipated production of Hydrocarbons which are the subject of an Acquisition under which the Borrower or any Restricted Subsidiary is the purchaser, the Borrower basis swaps shall not be included in calculating such percentage thresholds and its Restricted Subsidiaries may enter into Hydrocarbon Hedge Contracts covering such anticipated production prior to effecting such Acquisition (regardless of the fact that such production is not yet owned by the Borrower or such Restricted Subsidiary) so long as (A) a binding purchase agreement has been executed by the Borrower or a Restricted Subsidiary and the counterparties to such Acquisition, (B) at with regard to a “costless collar” that involves the time such Hydrocarbon Hedge Contracts are entered into, the aggregate Unused Commitment Amount is greater than or equal to 10% purchase of the lesser of the Borrowing Base a put and the aggregate Commitments then in effectsale of a call for the same volumes, (C) dates and commodities, only the Borrower shall, and shall cause its Restricted Subsidiaries to terminate, unwind or otherwise liquidate all such Hydrocarbon Hedge Contracts upon the earliest of (1) the 90th day following the full execution of the purchase agreement related to such Acquisition if the Acquisition has not been fully consummated by such date, (2) within 3 Business Days after the date upon on which such purchase agreement is terminated by any party thereto, and (3) the date upon which the Borrower or any Restricted Subsidiary believes, with reasonable certainty, that such Acquisition will not be consummated, and (D) at the time such Hedge Contracts are entered into, but after giving pro forma effect to such Acquisition (i.e. assuming that such Acquisition had gone into effect prior to or as of the date such Hydrocarbon Hedge Contracts are entered into and Engineering Report, for purposes of calculating Calculated Reserves, includes any Engineering Report covering the reserves that are the subject of such Acquisition)), such Hedge Contracts would be permitted under clause (i) above; and
(iv) such Hydrocarbon Hedge Contracts shall otherwise comply volumes associated with the terms of this Agreementcall will be included in calculating such percentage thresholds."
(s) Section 6.21 (Accounts Payable) of the Credit Agreement is hereby amended by replacing the reference to "$250,000" found in clause (b) thereof with "$3,000,000".
(t) Section 7.01 (Events of Default) of the Credit Agreement is hereby amended by (i) replacing the reference to each reference to "$2,500,000" found in clauses (d) and (f) thereof with “$5,000,000”, (ii) replacing the reference to "$1,000,000" found in clause (k) thereof with "$5,000,000", and (iii) replacing clause (l) in its entirety with the phrase “[Intentionally Omitted].”
Appears in 1 contract
Samples: Credit Agreement (Three Forks, Inc.)
Additional Limitations on Hedging. Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any Hydrocarbon Hedge Contract; provided that, Borrower and its Restricted Subsidiaries may enter into Contract with any Person other than Hydrocarbon Hedge Contracts covering PDP Reserves, PDNP Reserves and PUD Reserves subject to the following limitations:
notional volumes for which (i) when aggregated with other Hydrocarbon Hedge Contracts then in effect other than basis differential swaps on volumes already hedged pursuant to other Hedge Contracts) do not exceed, as provided in the immediately following clause (ii) and clause (iii), on of the date that any such Hydrocarbon Hedge Contract is entered into executed or at any time during the term of this Agreement, the percentage set forth below of the Borrower’s and after giving effect to Guarantors’ Current Production for each month during the period during which such Hydrocarbon Hedge ContractContract is in effect, no more than 85% for each of the Calculated Reserves may be covered by Hydrocarbon Hedge Contracts (it being understood that volumes of natural gas, crude oil, and natural gas liquids are calculated separately and that natural gas liquids may be hedged on terms reasonably satisfactory to the Administrative Agent by Hydrocarbon Hedge Contracts for crude oil, natural gas liquids and natural gas, natural gas liquids or a combination thereof); provided calculated separately: provided, that, if, as of if at any Test Datetime, the aggregate notional volumes of all the Borrower's ’s and its Restricted Subsidiaries' ’ respective hxxxxx xxxxxx of crude oil, natural gas, crude oil gas liquids and natural gas liquids (calculated separately) under all Hydrocarbon Hedge Contracts corresponding to the delivery dates of the Actual Current Production exceeds 105% the “Percentage Limitation” of Actual Current Production, then Borrower shall have the opportunity to cure such excess by (A) furnish furnishing to Administrative Agent, by no later than 5:00 p.m. (Houston, Texas, time) on such the next Test Date, a detailed calculation of such determination and such excess, in form, and substance reasonably satisfactory to the Administrative Agent, and (B) no later than 15 days after such Test Date, Borrower shall (1) furnish to Administrative Agent an updated Engineering Report (the "Updated Engineering Report") in form and substance reasonably satisfactory to the Administrative Agent, and (2) terminate, create off-setting positions or otherwise unwind existing Hydrocarbon Hedge Contracts such that, after giving effect thereto, no more than 85% “Percentage Limitation” of the Borrower's and its Restricted Subsidiaries' aggregate anticipated production Current Production of crude oil, natural gas volumes, crude oil volumes, liquids and natural gas liquids by volume attributable to Calculated Reserves are covered by all Hydrocarbon Hedge Contracts (it being understood that volumes of natural gas, crude oil, natural gas liquids and natural gas liquids are calculated separately and that natural gas liquids may be hedged on terms reasonably satisfactory to the Administrative Agent by Hydrocarbon Hedge Contracts for crude oil, natural gas, natural gas liquids or a combination thereof), and the Borrower shall deliver a
(ii) the volume limitations in clause (i) shall not apply to put option contracts that are not related to corresponding calls, collars or swaps;
(iii) with respect to anticipated production a certificate of Hydrocarbons which are the subject a Responsible Officer of an Acquisition under which the Borrower or any Restricted Subsidiary to the Administrative Agent certifying to that effect; provided further that, if an Updated Engineering Report is the purchaser, the Borrower and its Restricted Subsidiaries may enter into Hydrocarbon Hedge Contracts covering such anticipated production prior to effecting such Acquisition (regardless of the fact that such production is not yet owned by the Borrower or such Restricted Subsidiary) so long as (A) a binding purchase agreement has been executed by the Borrower or a Restricted Subsidiary and the counterparties to such Acquisition, (B) at the time such Hydrocarbon Hedge Contracts are entered into, the aggregate Unused Commitment Amount is greater than or equal to 10% of the lesser of the Borrowing Base and the aggregate Commitments then in effect, (C) the Borrower shall, and shall cause its Restricted Subsidiaries to terminate, unwind or otherwise liquidate all such Hydrocarbon Hedge Contracts upon the earliest of (1) the 90th day following the full execution of the purchase agreement related to such Acquisition if the Acquisition has not been fully consummated by such date, (2) within 3 Business Days after the date upon on which such purchase agreement is terminated by any party thereto, and (3) the date upon which the Borrower or any Restricted Subsidiary believes, with reasonable certainty, that such Acquisition will not be consummated, and (D) at the time such Hedge Contracts are entered into, but after giving pro forma effect to such Acquisition (i.e. assuming that such Acquisition had gone into effect prior to or as of the date such Hydrocarbon Hedge Contracts are entered into and updating an Independent Engineering Report, for such Updated Engineering Report shall be an Independent Engineering Report. No Hydrocarbon Hedge Contract shall have a tenor of longer than 5 years. For purposes of calculating Calculated Reservesthe foregoing volume limitations, includes any Engineering Report covering the reserves that are the subject of such Acquisition)), such Hedge Contracts would floors and puts shall be permitted under clause (i) above; and
(iv) such Hydrocarbon Hedge Contracts shall otherwise comply with the terms of this Agreementdisregarded."
(s) Section 6.21 (Accounts Payable) of the Credit Agreement is hereby amended by replacing the reference to "$250,000" found in clause (b) thereof with "$3,000,000".
(t) Section 7.01 (Events of Default) of the Credit Agreement is hereby amended by (i) replacing the reference to each reference to "$2,500,000" found in clauses (d) and (f) thereof with “$5,000,000”, (ii) replacing the reference to "$1,000,000" found in clause (k) thereof with "$5,000,000", and (iii) replacing clause (l) in its entirety with the phrase “[Intentionally Omitted].”
Appears in 1 contract
Samples: Senior Secured Term Loan Agreement (Alta Mesa Holdings, LP)
Additional Limitations on Hedging. The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, enter into or maintain any Hydrocarbon Hedge Contract; provided that, Borrower and its Restricted Subsidiaries may enter into Contract with any Person other than Hydrocarbon Hedge Contracts covering PDP Reserves, PDNP Reserves and PUD Reserves subject to the following limitations:
(i) other than as provided in the immediately following clause with an Approved Counterparty and (ii) and clause the notional volumes for which (iii)when aggregated with other Hydrocarbon Hedge Contracts then in effect other than basis differential swaps on volumes already hedged pursuant to other Hedge Contracts) do not exceed, on as of the date that any such Hydrocarbon Hedge Contract is entered into executed or at any time during the term of this Agreement, the percentage set forth below of the Borrower’s and after giving effect to Guarantors’ Current Production for each month during the period during which such Hydrocarbon Hedge ContractContract is in effect, no more than 85% for each of the Calculated Reserves may be covered by Hydrocarbon Hedge Contracts (it being understood that volumes of natural gas, crude oil, and natural gas liquids are calculated separately and that natural gas liquids may be hedged on terms reasonably satisfactory to the Administrative Agent by Hydrocarbon Hedge Contracts for crude oil, natural gas liquids and natural gas, natural gas liquids or a combination thereof); provided calculated separately: provided, that, if, as of if at any Test Datetime, the aggregate notional volumes of all the Borrower's ’s and its Restricted Subsidiaries' ’ respective hxxxxx xxxxxx of crude oil, natural gas, crude oil gas liquids and natural gas liquids (calculated separately) under all Hydrocarbon Hedge Contracts corresponding to the delivery dates of the Actual Current Production exceeds 105% the “Percentage Limitation” of Actual Current Production, then Borrower shall have the opportunity to cure such excess by (A) furnish furnishing to Administrative Agent, by no later than 5:00 p.m. (Houston, Texas, time) on such the next Test Date, a detailed calculation of such determination and such excess, in form, and substance reasonably satisfactory to the Administrative Agent, and (B) no later than 15 days after such Test Date, Borrower shall (1) furnish to Administrative Agent an updated Engineering Report (the "Updated Engineering Report") in form and substance reasonably satisfactory to the Administrative Agent, and (2) terminate, create off-setting positions or otherwise unwind existing Hydrocarbon Hedge Contracts such that, after giving effect thereto, no more than 85% “Percentage Limitation” of the Borrower's and its Restricted Subsidiaries' aggregate anticipated production Current Production of crude oil, natural gas volumes, crude oil volumes, liquids and natural gas liquids by volume attributable to Calculated Reserves are covered by all Hydrocarbon Hedge Contracts (it being understood that volumes of natural gas, crude oil, natural gas liquids and natural gas liquids are calculated separately and that natural gas liquids may be hedged on terms reasonably satisfactory to the Administrative Agent by Hydrocarbon Hedge Contracts for crude oil, natural gas, natural gas liquids or a combination thereof), and Borrower shall deliver a
(ii) the volume limitations in clause (i) shall not apply to put option contracts that are not related to corresponding calls, collars or swaps;
(iii) with respect to anticipated production a certificate of Hydrocarbons which are the subject a Responsible Officer of an Acquisition under which the Borrower or any Restricted Subsidiary to the Administrative Agent certifying to that effect; provided further that, if an Updated Engineering Report is the purchaser, the Borrower and its Restricted Subsidiaries may enter into Hydrocarbon Hedge Contracts covering such anticipated production prior to effecting such Acquisition (regardless of the fact that such production is not yet owned by the Borrower or such Restricted Subsidiary) so long as (A) a binding purchase agreement has been executed by the Borrower or a Restricted Subsidiary and the counterparties to such Acquisition, (B) at the time such Hydrocarbon Hedge Contracts are entered into, the aggregate Unused Commitment Amount is greater than or equal to 10% of the lesser of the Borrowing Base and the aggregate Commitments then in effect, (C) the Borrower shall, and shall cause its Restricted Subsidiaries to terminate, unwind or otherwise liquidate all such Hydrocarbon Hedge Contracts upon the earliest of (1) the 90th day following the full execution of the purchase agreement related to such Acquisition if the Acquisition has not been fully consummated by such date, (2) within 3 Business Days after the date upon on which such purchase agreement is terminated by any party thereto, and (3) the date upon which the Borrower or any Restricted Subsidiary believes, with reasonable certainty, that such Acquisition will not be consummated, and (D) at the time such Hedge Contracts are entered into, but after giving pro forma effect to such Acquisition (i.e. assuming that such Acquisition had gone into effect prior to or as of the date such Hydrocarbon Hedge Contracts are entered into and updating an Independent Engineering Report, for such Updated Engineering Report shall be an Independent Engineering Report. No Hydrocarbon Hedge Contract shall have a tenor of longer than 5 years. For purposes of calculating Calculated Reservesthe foregoing volume limitations, includes any Engineering Report covering the reserves that are the subject of such Acquisition)), such Hedge Contracts would floors and puts shall be permitted under clause (i) above; and
(iv) such Hydrocarbon Hedge Contracts shall otherwise comply with the terms of this Agreementdisregarded."
(s) Section 6.21 (Accounts Payable) of the Credit Agreement is hereby amended by replacing the reference to "$250,000" found in clause (b) thereof with "$3,000,000".
(t) Section 7.01 (Events of Default) of the Credit Agreement is hereby amended by (i) replacing the reference to each reference to "$2,500,000" found in clauses (d) and (f) thereof with “$5,000,000”, (ii) replacing the reference to "$1,000,000" found in clause (k) thereof with "$5,000,000", and (iii) replacing clause (l) in its entirety with the phrase “[Intentionally Omitted].”
Appears in 1 contract
Additional Limitations on Hedging. The Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, enter into or maintain any Hydrocarbon Hedge Contract; provided that, Borrower and its Restricted Subsidiaries may enter into Contract with any Person other than Hydrocarbon Hedge Contracts covering PDP Reserves, PDNP Reserves and PUD Reserves subject to the following limitations:
(i) other than as provided in the immediately following clause with an Approved Counterparty and (ii) and clause the notional volumes for which (iii)when aggregated with other Hydrocarbon Hedge Contracts then in effect other than basis differential swaps on volumes already hedged pursuant to other Hedge Contracts) do not exceed, on as of the date that any such Hydrocarbon Hedge Contract is entered into executed or at any time during the term of this Agreement, the percentage set forth below of the Borrower’s and after giving effect to Guarantors’ Current Production for each month during the period during which such Hydrocarbon Hedge ContractContract is in effect, no more than 85% for each of the Calculated Reserves may be covered by Hydrocarbon Hedge Contracts (it being understood that volumes of natural gas, crude oil, and natural gas liquids are calculated separately and that natural gas liquids may be hedged on terms reasonably satisfactory to the Administrative Agent by Hydrocarbon Hedge Contracts for crude oil, natural gas liquids and natural gas, natural gas liquids or a combination thereof); provided calculated separately: provided, that, if, as of if at any Test Datetime, the aggregate notional volumes of all the Borrower's ’s and its Restricted Subsidiaries' ’ respective hxxxxx xxxxxx of crude oil, natural gas, crude oil gas liquids and natural gas liquids (calculated separately) under all Hydrocarbon Hedge Contracts corresponding to the delivery dates of the Actual Current Production exceeds 105% the “Percentage Limitation” of Actual Current Production, then Borrower shall have the opportunity to cure such excess by (A) furnish furnishing to Administrative Agent, by no later than 5:00 p.m. (Houston, Texas, time) on such the next Test Date, a detailed calculation of such determination and such excess, in form, and substance reasonably satisfactory to the Administrative Agent, and (B) no later than 15 days after such Test Date, Borrower shall (1) furnish to Administrative Agent an updated Engineering Report (the "Updated Engineering Report") in form and substance reasonably satisfactory to the Administrative Agent, and (2) terminate, create off-setting positions or otherwise unwind existing Hydrocarbon Hedge Contracts such that, after giving effect thereto, no more than 85% “Percentage Limitation” of the Borrower's and its Restricted Subsidiaries' aggregate anticipated production Current Production of crude oil, natural gas volumes, crude oil volumes, liquids and natural gas liquids by volume attributable to Calculated Reserves are covered by all Hydrocarbon Hedge Contracts (it being understood that volumes of natural gas, crude oil, natural gas liquids and natural gas liquids are calculated separately and that natural gas liquids may be hedged on terms reasonably satisfactory to the Administrative Agent by Hydrocarbon Hedge Contracts for crude oil, natural gas, natural gas liquids or a combination thereof), and Borrower shall deliver a
(ii) the volume limitations in clause (i) shall not apply to put option contracts that are not related to corresponding calls, collars or swaps;
(iii) with respect to anticipated production a certificate of Hydrocarbons which are the subject a Responsible Officer of an Acquisition under which the Borrower or any Restricted Subsidiary to the Administrative Agent certifying to that effect; provided further that, if an Updated Engineering Report is the purchaser, the Borrower and its Restricted Subsidiaries may enter into Hydrocarbon Hedge Contracts covering such anticipated production prior to effecting such Acquisition (regardless of the fact that such production is not yet owned by the Borrower or such Restricted Subsidiary) so long as (A) a binding purchase agreement has been executed by the Borrower or a Restricted Subsidiary and the counterparties to such Acquisition, (B) at the time such Hydrocarbon Hedge Contracts are entered into, the aggregate Unused Commitment Amount is greater than or equal to 10% of the lesser of the Borrowing Base and the aggregate Commitments then in effect, (C) the Borrower shall, and shall cause its Restricted Subsidiaries to terminate, unwind or otherwise liquidate all such Hydrocarbon Hedge Contracts upon the earliest of (1) the 90th day following the full execution of the purchase agreement related to such Acquisition if the Acquisition has not been fully consummated by such date, (2) within 3 Business Days after the date upon on which such purchase agreement is terminated by any party thereto, and (3) the date upon which the Borrower or any Restricted Subsidiary believes, with reasonable certainty, that such Acquisition will not be consummated, and (D) at the time such Hedge Contracts are entered into, but after giving pro forma effect to such Acquisition (i.e. assuming that such Acquisition had gone into effect prior to or as of the date such Hydrocarbon Hedge Contracts are entered into and updating an Independent Engineering Report, for such Updated Engineering Report shall be an Independent Engineering Report. No Hydrocarbon Hedge Contract shall have a tenor of longer than 5 years. For purposes of calculating Calculated Reservesthe foregoing volume limitations, includes any Engineering Report covering the reserves that are the subject of such Acquisition)), such Hedge Contracts would floors and puts shall be permitted under clause (i) above; and
(iv) such Hydrocarbon Hedge Contracts shall otherwise comply with the terms of this Agreementdisregarded."
(s) Section 6.21 (Accounts Payable) of the Credit Agreement is hereby amended by replacing the reference to "$250,000" found in clause (b) thereof with "$3,000,000".
(t) Section 7.01 (Events of Default) of the Credit Agreement is hereby amended by (i) replacing the reference to each reference to "$2,500,000" found in clauses (d) and (f) thereof with “$5,000,000”, (ii) replacing the reference to "$1,000,000" found in clause (k) thereof with "$5,000,000", and (iii) replacing clause (l) in its entirety with the phrase “[Intentionally Omitted].”
Appears in 1 contract
