Common use of EBITDA for Pricing Clause in Contracts

EBITDA for Pricing. Adjusted Consolidated EBITDA for purposes of determining Applicable Margin23 (see Preliminary Adjusted Consolidated EBITDA on Schedule 2): $ 23 Solely for the purpose of determining the Applicable Margin, Adjusted Consolidated EBITDA, as used in calculating Consolidated Leverage Ratio, will be calculated without giving effect to the limitation on cash distributions received by the Borrower and the Restricted Subsidiaries from Joint Ventures consummated after the Effective Date, as set forth in clause (a) of the first proviso set forth in the definition of Adjusted Consolidated EBITDA. For the Quarter/Year ended (“Statement Date”) SCHEDULE 2 to the Compliance Certificate ($ in 000’s) Quarter Quarter Quarter Quarter Four Fiscal Quarter Period Ended Ended Ended Ended Ended + Deferred or non-cash equity compensation or stock option or similar compensation expense - Actual cash payments made with respect to deferred compensation + Cash received by the Borrower or any Restricted Subsidiary pursuant to any Direct Financing Lease = Consolidated EBITDA before cash distributions + Cash distributions from Unrestricted Subsidiaries26 + Cash distributions from Joint Ventures or the Equity Interests of other Persons = Consolidated EBITDA 24 Determined without giving effect to (without duplication): (a) any extraordinary income or gains, (b) any interest income, (c) any non-cash income (excluding items which represent the reversal of a non-cash charge referred to in clause (e) below of this definition), (d) any extraordinary losses, (e) any non-cash charges or losses (except to the extent that any such non-cash charge or loss would require an anticipated cash payment (or a reserve for an anticipated cash payment) in any future period), including any non-cash expenses relating to impairments and similar write-offs and stock appreciation rights, (f) any gains or losses from sales of assets other than inventory sold in the ordinary course of business, (g) income or losses attributable to Unrestricted Subsidiaries, Joint Ventures, any Person accounted for by the Borrower by the equity method of accounting, or any other Person that is not a Subsidiary or (h) income or losses attributable to Direct Financing Leases. 25 Transaction Costs to be added back during the term of the Agreement under this line item shall not exceed 15% of Adjusted Consolidated EBITDA for any applicable period. 26 Including loan payments under the NEJD Intercompany Note. + Pro Forma Adjustments (other than Non-Historical Pro Forma Adjustments and Material Project EBITDA Adjustments) + Non-Historical Pro Forma Adjustments, as applicable + Material Project EBITDA Adjustments, as applicable = (Preliminary) Adjusted Consolidated EBITDA - Cash distributions from Joint Ventures (other than JVs consummated on or before the Effective Date) in excess of 25% of (Preliminary) Adjusted Consolidated EBITDA27 27 Cash distributions received by the Borrower and the Restricted Subsidiaries from all Joint Ventures consummated after the Effective Date shall not account for more than 25% of Adjusted Consolidated EBITDA (as such Adjusted Consolidated EBITDA is calculated from time to time without giving effect to cash distributions from Joint Ventures consummated after the Effective Date), and any excess shall be deemed to not be Adjusted Consolidated EBITDA.

EBITDA for Pricing. Adjusted Consolidated EBITDA for purposes of determining Applicable Margin23 Margin3 (see Preliminary Adjusted Consolidated EBITDA on Schedule 2): $ 23 3 Solely for the purpose of determining the Applicable Margin, Adjusted Consolidated EBITDA, as used in calculating Consolidated Leverage Ratio, will be calculated without giving effect to the limitation on cash distributions received by the Borrower and the Restricted Subsidiaries from any Unrestricted Joint Ventures consummated after the Effective DateVenture, as set forth in clause (a) of the first proviso set forth in the definition of Adjusted Consolidated EBITDA. For the Quarter/Year ended (“Statement Date”) SCHEDULE 2 to the Compliance Certificate ($ in 000’s) Quarter Ended Quarter Ended Quarter Ended Quarter Ended Four Fiscal Quarter Period Ended Ended Ended Ended Ended Consolidated Net Income of the Borrower and its Subsidiaries Plus the following expenses, charges, losses and similar items to the extent deducted in determining Consolidated Net Income for such period: + Deferred or Total interest expense (inclusive of amortization of deferred financing fees and other original issue discount and banking fees, charges and commissions (e.g., letter of credit fees and commitment fees) and non-cash equity accretion of discount) net of interest income + Provision for taxes based on income (including any Texas franchise Tax provided such franchise Tax is a Tax based on income), foreign withholding taxes and other taxes similar to the foregoing + Depreciation and amortization expenses Plus all non-cash expenses, charges, losses, and similar items, in each case, to the extent deducted in determining Consolidated Net Income for such period, including those relating to the following: + Depletion, impairments, write-offs and similar items (including impairment of assets, as contemplated in the Statement of Financial Accounting Standards No. 144 (or any codification thereof), “Accounting for the Impairment or Disposal of Long-Lived Assets”) + Accretion expenses associated with provision for abandonment costs + Unrealized expenses, charges, losses, revenues, incomes, gains and similar items relating to hedging transactions + Equity-based compensation expenses that are not settled in cash + Lower of cost or stock option market adjustments to inventory Minus all non-cash revenues, incomes, gains and similar items, in each case, to the extent included in determining Consolidated Net Income for such period, including those relating to the following: - Depletion, impairments, write-offs and similar items (including impairment of assets, as contemplated in the Statement of Financial Accounting Standards No. 144 (or any codification thereof), “Accounting for the Impairment or Disposal of Long-Lived Assets”) - Accretion expenses associated with provision for abandonment costs - Unrealized expenses, charges, losses, revenues, incomes, gains and similar items relating to hedging transactions - Equity-based compensation expense expenses that are not settled in cash - Actual cash payments made Lower of cost or market adjustments to inventory Plus expenses, charges, losses and similar items relating to the following: + Sales or other dispositions of assets other than inventory sold in the ordinary course of business + Items necessary to reconcile the calculation of Consolidated EBITDA to the Borrower’s calculation of Adjusted EBITDA for purposes of its public disclosures, including filings with respect the SEC; provided, that such items do not exceed 2% of the Borrower’s calculation of Consolidated EBITDA including such items + Extraordinary items (as contemplated by GAAP) + Transaction Costs + Specified Dispute Costs Minus revenue, gains, income and similar items relating to deferred compensation the following: - Sales or other dispositions of assets other than inventory sold in the ordinary course of business - Items necessary to reconcile the calculation of Consolidated EBITDA to the Borrower’s calculation of Adjusted EBITDA for purposes of its public disclosures, including filings with the SEC; provided, that such items do not exceed 2% of the Borrower’s calculation of Consolidated EBITDA including such items - Extraordinary items (as contemplated by GAAP) Plus the following substitutions: + Cash received (if any) by the Borrower or any Restricted Subsidiary pursuant to any Direct Financing Lease = Consolidated EBITDA before cash distributions in substitution of any GAAP items reflected in such period attributable to Direct Financing Leases + Cash dividends or distributions from Unrestricted Subsidiaries26 + Cash distributions from Joint Ventures or the Equity Interests of other Persons = Consolidated EBITDA 24 Determined without giving effect to (without duplication): (a) any extraordinary income or gains, (b) any interest income, (c) any non-cash income (excluding items which represent the reversal of a non-cash charge referred to in clause (e) below of this definition), (d) any extraordinary losses, (e) any non-cash charges or losses (except to the extent that any such non-cash charge or loss would require an anticipated cash payment (or a reserve for an anticipated cash paymentwith respect to NEJD SPE 1, loan payments under the NEJD Intercompany Note) in received (if any) by the Borrower or any future period), including any non-cash expenses relating to impairments and similar write-offs and stock appreciation rights, (f) any gains or losses Restricted Subsidiary from sales of assets other than inventory sold in the ordinary course of business, (g) income or losses attributable to Unrestricted Subsidiaries, Joint Ventures, equity investees and any other Person accounted for by the Borrower by the equity method of accounting, or any other Person that is not a Subsidiary or (h) income or losses in substitution of any GAAP items reflected in such period attributable to Direct Financing Leases. 25 Transaction Costs income/loss of such Persons4 4 All such dividends or distributions with respect to a relevant accounting period that the Borrower or any Restricted Subsidiary receives within 15 days after such accounting period shall be added back included as if such amounts had been received during the term of the Agreement under this line item shall not exceed 15% of Adjusted Consolidated EBITDA for any applicable such accounting period. 26 Including loan payments under the NEJD Intercompany Note. = Consolidated EBITDA5 + Pro Forma Adjustments (other than Non-Historical Pro Forma Adjustments and Material Project EBITDA Adjustments) + Non-Historical Pro Forma Adjustments, as applicable + Material Project EBITDA Adjustments, as applicable = (Preliminary) Adjusted Consolidated EBITDA - Cash distributions from Unrestricted Joint Ventures (other than JVs consummated on or before the Effective Date) in excess of 25% of (Preliminary) Adjusted Consolidated EBITDA27 27 Cash distributions received by the Borrower and the Restricted Subsidiaries from all Joint Ventures consummated after the Effective Date shall not account for more than 25% of Adjusted Consolidated EBITDA (as such (Preliminary) Adjusted Consolidated EBITDA is calculated from time to time without giving effect to cash distributions from Unrestricted Joint Ventures consummated after the Effective Date), and any excess shall be deemed to not be Ventures) = Adjusted Consolidated EBITDA.

EBITDA for Pricing. Adjusted Consolidated EBITDA for purposes of determining Applicable Margin23 Margin6 (see Preliminary Adjusted Consolidated EBITDA on Schedule 2): $ 23 2)7: $___________ __________________________ 6 Solely for the purpose of determining the Applicable Margin, Adjusted Consolidated EBITDA, as used in calculating Consolidated Leverage Ratio, will be calculated without giving effect to the limitation on cash distributions received by the Borrower and the Restricted Subsidiaries from Joint Ventures consummated after the Effective Date, as set forth in clause (a) of the first proviso set forth in the definition of Adjusted Consolidated EBITDA. 7 If (i) the Equity Condition is not satisfied on or before the Increase and Amendment Effective Date and (ii) the Borrower provides a written notice to the Administrative Agent on or before September 30, 2015 of its election to annualize the Adjusted Consolidated EBITDA in accordance with this proviso, then (A) for the period ending September 30, 2015, Adjusted Consolidated EBITDA shall be deemed to equal Adjusted Consolidated EBITDA for the fiscal quarter ending September 30, 2015 multiplied by 4, (B) for the period ending December 31, 2015, Adjusted Consolidated EBITDA shall be deemed to equal Adjusted Consolidated EBITDA for the two fiscal quarter period ending December 31, 2015 multiplied by 2 and (C) for the period ending March 31, 2016, Adjusted Consolidated EBITDA shall be deemed to equal Adjusted Consolidated EBITDA for the three fiscal quarter period ending March 31, 2016 multiplied by 4/3. Exhibit I Exhibit 10.3 For the Quarter/Year ended ___________________(“Statement Date”) SCHEDULE 2 to the Compliance Certificate ($ in 000’s's) Quarter Quarter Quarter Quarter Four Fiscal Quarter Period Ended Ended Ended Ended Ended Consolidated Net Income of the Borrower and its Subsidiaries8 — — — — — + Interest Expense — — — — — + Federal, state, local income and foreign withholding taxes — — — — — + Depreciation, depletion and amortization expense — — — — — + Deferred or non-cash equity compensation or stock option or similar compensation expense - — Actual cash payments made with respect to deferred compensation + Cash received by the Borrower or any Restricted Subsidiary pursuant to any Direct Financing Lease + Transaction Costs9 — — — — — = Consolidated EBITDA before cash distributions + Cash distributions from Unrestricted Subsidiaries26 + Cash distributions from Joint Ventures or the Equity Interests of other Persons = Consolidated EBITDA 24 ___________________________________________ 8 Determined without giving effect to (without duplication): (a) any extraordinary income or gains, (b) any interest income, (c) any non-cash income (excluding items which represent the reversal of a non-cash charge referred to in clause (e) below of this definition), (d) any extraordinary losses, (e) any non-cash charges or losses (except to the extent that any such non-cash charge or loss would require an anticipated cash payment (or a reserve for an anticipated cash payment) in any future period), including any non-cash expenses relating to impairments and similar write-offs and stock appreciation rights, (f) any gains or losses from sales of assets other than inventory sold in the ordinary course of business, (g) income or losses attributable to Unrestricted Subsidiaries, Joint Ventures, any Person accounted for by the Borrower by the equity method of accounting, or any other Person that is not a Subsidiary or (h) income or losses attributable to Direct Financing Leases. 25 9 Transaction Costs to be added back during the term of the Agreement under this line item shall not exceed 15% of Adjusted Consolidated EBITDA for any applicable period. 26 Including loan payments under Exhibit I + Cash distributions from Unrestricted Subsidiaries10 + Cash distributions from Joint Ventures or the NEJD Intercompany Note. Equity Interests of other Persons = Consolidated EBITDA + Pro Forma Adjustments (other than Non-Historical Pro Forma Adjustments and Material Project EBITDA Adjustments) + Non-Historical Pro Forma Adjustments, as applicable + Material Project EBITDA Adjustments, as applicable = (Preliminary) Adjusted Consolidated EBITDA - — Cash distributions from Joint Ventures (except for Joint Ventures (other than JVs Exempted Joint Ventures) consummated on or before the Effective Date) in excess of 25% of (Preliminary) Adjusted Consolidated EBITDA27 27 EBITDA11 = Adjusted Consolidated EBITDA — — — — — ____________________________ 10 Including loan payments under the NEJD Intercompany Note. 11 Cash distributions received by the Borrower and the Restricted Subsidiaries from all Joint Ventures consummated after the Effective Date (other than Exempted Joint Ventures) shall not account for more than 25% of Adjusted Consolidated EBITDA (as such Adjusted Consolidated EBITDA is calculated from time to time without giving effect to cash distributions from Joint Ventures (other than Exempted Joint Ventures) consummated after the Effective Date), and any excess shall be deemed to not be Adjusted Consolidated EBITDA.

EBITDA for Pricing. Adjusted Consolidated EBITDA for purposes of determining Applicable Margin23 Margin20 (see Preliminary Adjusted Consolidated EBITDA on Schedule 2): $ 23 20 Solely for the purpose of determining the Applicable Margin, Adjusted Consolidated EBITDA, as used in calculating Consolidated Leverage Ratio, will be calculated without giving effect to the limitation on cash distributions received by the Borrower and the Restricted Subsidiaries from Joint Ventures consummated after the Effective Date, as set forth in clause (a) of the first proviso set forth in the definition of Adjusted Consolidated EBITDA. For the Quarter/Year ended (“Statement Date”) SCHEDULE 2 to the Compliance Certificate ($ in 000’s) Quarter Ended Quarter Ended Quarter Ended Quarter Ended Four Fiscal Quarter Period Ended Ended Ended Ended Ended + Deferred or non-cash equity compensation or stock option or similar compensation expense - Actual cash payments made with respect to deferred compensation + Cash received by the Borrower or any Restricted Subsidiary pursuant to any Direct Financing Lease = Consolidated EBITDA before cash distributions + Cash distributions from Unrestricted Subsidiaries26 Subsidiaries23 + Cash distributions from Joint Ventures or the Equity Interests of other Persons = Consolidated EBITDA 24 21 Determined without giving effect to (without duplication): (a) any extraordinary income or gains, (b) any interest income, (c) any non-cash income (excluding items which represent the reversal of a non-cash charge referred to in clause (e) below of this definition), (d) any extraordinary losses, (e) any non-cash charges or losses (except to the extent that any such non-cash charge or loss would require an anticipated cash payment (or a reserve for an anticipated cash payment) in any future period), including any non-cash expenses relating to impairments and similar write-offs and stock appreciation rights, (f) any gains or losses from sales of assets other than inventory sold in the ordinary course of business, (g) income or losses attributable to Unrestricted Subsidiaries, Joint Ventures, any Person accounted for by the Borrower by the equity method of accounting, or any other Person that is not a Subsidiary or (h) income or losses attributable to Direct Financing Leases. 25 22 Transaction Costs to be added back during the term of the Agreement under this line item shall not exceed 15% of Adjusted Consolidated EBITDA for any applicable period. 26 23 Including loan payments under the NEJD Intercompany Note. + Pro Forma Adjustments (other than Non-Historical Pro Forma Adjustments and Material Project EBITDA Adjustments) + Non-Historical Pro Forma Adjustments, as applicable + Material Project EBITDA Adjustments, as applicable = (Preliminary) Adjusted Consolidated EBITDA - Cash distributions from Joint Ventures (except for Joint Ventures (other than JVs Exempted Joint Ventures) consummated on or before the Effective Date) in excess of 25% of (Preliminary) Adjusted Consolidated EBITDA27 27 EBITDA24 24 Cash distributions received by the Borrower and the Restricted Subsidiaries from all Joint Ventures consummated after the Effective Date (other than Exempted Joint Ventures) shall not account for more than 25% of Adjusted Consolidated EBITDA (as such Adjusted Consolidated EBITDA is calculated from time to time without giving effect to cash distributions from Joint Ventures (other than Exempted Joint Ventures) consummated after the Effective Date), and any excess shall be deemed to not be Adjusted Consolidated EBITDA.

EBITDA for Pricing. Adjusted Consolidated EBITDA for purposes of determining Applicable Margin23 Margin20 (see Preliminary Adjusted Consolidated EBITDA on Schedule 2): $ 23 20 Solely for the purpose of determining the Applicable Margin, Adjusted Consolidated EBITDA, as used in calculating Consolidated Leverage Ratio, will be calculated without giving effect to the limitation on cash distributions received by the Borrower and the Restricted Subsidiaries from Joint Ventures consummated after the Effective Date, as set forth in clause (a) of the first proviso set forth in the definition of Adjusted Consolidated EBITDA. For the Quarter/Year ended (“Statement Date”) SCHEDULE 2 to the Compliance Certificate ($ in 000’s) Quarter Ended Quarter Ended Quarter Ended Quarter Ended Four Fiscal Quarter Period Ended Ended Ended Ended Ended + Interest Expense — — — — — + Federal, state, local income and foreign withholding taxes — — — — — + Depreciation, depletion and amortization expense — — — — — + Deferred or non-cash equity compensation or stock option or similar compensation expense - Actual cash payments made with respect to deferred compensation + Cash received by the Borrower or any Restricted Subsidiary pursuant to any Direct Financing Lease + Transaction Costs22 — — — — — = Consolidated EBITDA before cash distributions + Cash distributions from Unrestricted Subsidiaries26 Subsidiaries23 + Cash distributions from Joint Ventures or the Equity Interests of other Persons = Consolidated EBITDA 24 21 Determined without giving effect to (without duplication): (a) any extraordinary income or gains, (b) any interest income, (c) any non-cash income (excluding items which represent the reversal of a non-cash charge referred to in clause (e) below of this definition), (d) any extraordinary losses, (e) any non-cash charges or losses (except to the extent that any such non-cash charge or loss would require an anticipated cash payment (or a reserve for an anticipated cash payment) in any future period), including any non-cash expenses relating to impairments and similar write-offs and stock appreciation rights, (f) any gains or losses from sales of assets other than inventory sold in the ordinary course of business, (g) income or losses attributable to Unrestricted Subsidiaries, Joint Ventures, any Person accounted for by the Borrower by the equity method of accounting, or any other Person that is not a Subsidiary or (h) income or losses attributable to Direct Financing Leases. 25 Transaction Costs to be added back during the term of the Agreement under this line item shall not exceed 15% of Adjusted Consolidated EBITDA for any applicable period. 26 Including loan payments under the NEJD Intercompany Note. + Pro Forma Adjustments (other than Non-Historical Pro Forma Adjustments and Material Project EBITDA Adjustments) + Non-Historical Pro Forma Adjustments, as applicable + Material Project EBITDA Adjustments, as applicable = (Preliminary) Adjusted Consolidated EBITDA - Cash distributions from Joint Ventures (other than JVs consummated on or before the Effective Date) in excess of 25% of (Preliminary) Adjusted Consolidated EBITDA27 27 Cash distributions received by the Borrower and the Restricted Subsidiaries from all Joint Ventures consummated after the Effective Date shall not account for more than 25% of Adjusted Consolidated EBITDA (as such Adjusted Consolidated EBITDA is calculated from time to time without giving effect to cash distributions from Joint Ventures consummated after the Effective Date), and any excess shall be deemed to not be Adjusted Consolidated EBITDA.