Excess Cash Flow Offer. (a) If any New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries has Excess Cash Flow for any fiscal year commencing with the fiscal year ending December 31, 2008, each Holder will have the right to require the Issuers to repurchase all or any part of that Holder’s Notes (in minimum amounts of $2,000 and integral multiples of $1,000) at a purchase price in cash equal to 101% of the principal amount of the Notes repurchased, plus any accrued and unpaid interest and Additional Interest, if any, to the date of purchase (subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the date of repurchase), with 50% of Excess Cash Flow of such New Parent and its Restricted Subsidiaries or the Company and its Restricted Subsidiaries, in each case, on a consolidated basis for such fiscal year (less the amount of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such fiscal year).
(b) Within 90 days after the end of any fiscal year, commencing with the fiscal year ending December 31, 2008, the Issuers will send a notice to each Holder and the Trustee describing the offer to repurchase Notes with Excess Cash Flow (the “Excess Cash Flow Offer”) and offering to purchase Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent. The Issuers will be required to purchase Notes validly tendered in response to an Excess Cash Flow Offer in accordance with the procedures set forth in this Section 4.12 and Section 3.09 and such notice. The Issuers will not be required to make an Excess Cash Flow Offer if the Excess Cash Flow for such relevant fiscal year is less than $5.0 million. With respect to each Excess Cash Flow Offer, the Issuers shall be entitled to reduce the applicable amount of the Excess Cash Flow Offer (the “Excess Cash Flow Offer Amount”) with respect thereto by the aggregate repurchase price of any Notes theretofore repurchased by the Issuers in the open market or redeemed by the Issuers pursuant to this Indenture (to the extent such amount has not previously reduced any Excess Cash Flow Offer Amount). If the aggregate principal amount of Notes tendered pursuant to an Excess Cash Flow Offer exceeds the Excess Cash Flow Offer Amount, the Trustee will select the Notes to be accepted for purchase on a pro r...
Excess Cash Flow Offer. Within one hundred twenty (120) days after the end of each fiscal year, the Issuer will make an Offer to Purchase to all Holders (the "Excess Cash ----------- Flow Offer") to purchase the maximum principal amount of Notes that is an ---------- integral multiple of $1,000 that may be purchased with forty percent (40%) of Excess Cash Flow for such fiscal year (the "Excess Cash Flow Offer Amount"), at ----------------------------- a purchase price in cash equal to one hundred one percent (101%) of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to the date fixed for the closing of the Excess Cash Flow Offer; provided, -------- however, no such offer need be made by Issuer unless the Excess Cash Flow Offer ------- Amount exceeds $2,000,000. Each Excess Cash Flow Offer will remain open for a period of twenty (20) Business Days and no longer, unless a longer period is required by law (the "Excess Cash Flow Offer Period"). Promptly after the ----------------------------- termination of the Excess Cash Flow Offer Period, the Issuer will purchase and mail or deliver payment for the Excess Cash Flow Offer Amount for the Notes or portions thereof tendered, pro rata, or by such other method as may be required by law, or, if less than the Excess Cash Flow Offer Amount has been tendered, all Notes tendered pursuant to the Excess Cash Flow Offer. The principal amount of Notes to be purchased pursuant to an Excess Cash Flow Offer may be reduced by the principal amount of Notes acquired by the Issuer through purchase or redemption (other than pursuant to a Change of Control Offer or an Amortization Offer) surrendered to the Trustee for cancellation. If the aggregate amount of Notes tendered pursuant to any Excess Cash Flow Offer is less than the Excess Cash Flow Offer Amount, the Issuer may, subject to the other provisions of this Indenture and the Collateral Documents, use any remaining Excess Cash Flow for general corporate purposes. The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, create or suffer to exist or become effective any restriction that would impair the ability of the Issuer to make an Excess Cash Flow Offer or, if such Excess Cash Flow Offer is made, to pay for the Notes tendered for purchase.
Excess Cash Flow Offer. (a) If on the date that any report is required to be provided pursuant to clauses (1) and (2) of Section 4.06(a), (i) no drilling has been allowed to occur (and no drilling has occurred) in the outer continental shelf in the Gulf of Mexico for the 180-day period ending on such date of determination as a result of any generally-applicable action prohibiting such drilling by the United States federal government or any agency thereof with appropriate jurisdiction; and (ii) the Company’s Excess Cash Flow as of such date of determination exceeds $5.0 million, then the Issuers shall, at their option:
(1) repay any Indebtedness of the Company or its Restricted Subsidiaries that may be repaid using such Excess Cash Flow; or
(2) to the extent then permitted under the Revolving Credit Agreement, make an offer (an “Excess Cash Flow Offer”) to all holders of Notes to purchase, prepay or redeem, on a pro rata basis, the maximum principal amount of Notes (plus all accrued interest (including additional interest, if any) on the Notes and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be purchased, prepaid or redeemed using an amount of cash equal to such Excess Cash Flow; provided, however, that no such repayment shall be required, and no Excess Cash Flow Offer shall be required to be consummated, if any drilling has occurred in the outer continental shelf in the Gulf of Mexico within the 180-day period immediately prior to the actual date of repayment or purchase, as applicable.
(b) The offer price in any Excess Cash Flow Offer will be equal to 100% of the principal amount, plus accrued and unpaid interest and Additional Interest, if any, to, but excluding, the date of purchase, prepayment or redemption, subject to the rights of holders of Notes on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the date of purchase, prepayment or redemption, and will be payable in cash. If the aggregate principal amount of Notes tendered in such Excess Cash Flow Offer exceeds the maximum principal amount of Notes the Issuer offers to purchase in such Excess Cash Flow Offer, the Issuer will select the Notes to be purchased on a pro rata basis (except that any Notes represented by a Global Note will be selected by such method as the Depository may require), based on the amounts tendered (with such adjustments as may be deemed appropriate by the Issuers so that only Notes in minimum de...
Excess Cash Flow Offer. (a) After the end of (i) the annual period ending December 31, 2011 and (ii) each semi-annual period thereafter ending June 30 and December 31, the Company shall determine the amount (the “Excess Cash Flow Offer Amount”) that is equal to (A) with respect to the Excess Cash Flow Offer on December 31, 2011, the greater of (1) 75% of Excess Cash Flow for such annual period and (2) $7.5 million; (B) with respect to each Excess Cash Flow Offer thereafter on December 31, the greater of (1) the Minimum Excess Cash Flow Amount and (2) (x) 75% of Excess Cash Flow for each such annual period ending December 31, minus (y) the Minimum Excess Cash Flow Amount for the immediately preceding Excess Cash Flow Offer on June 30; and (C) with respect to each Excess Cash Flow Offer on June 30, the Minimum Excess Cash Flow Amount, and, in each case, make an offer (an “Excess Cash Flow Offer”) to the Holders to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof ) of each Holder’s Notes at the purchase price set forth in paragraph (b) of this Section 5.15; provided, however, that the maximum aggregate price payable in any Excess Cash Flow Offer will not exceed the applicable Excess Cash Flow Offer Amount. For purposes of this Section 5.15, the “Minimum Excess Cash Flow Amount” means, with respect to any Excess Cash Flow Offer, an amount equal to (as determined on the applicable June 30 or December 31): (i) $5.0 million if the outstanding aggregate principal amount of the Notes exceeds $233.0 million or (ii) $1.0 million if the outstanding aggregate principal amount of the Notes is $233.0 million or less.
Excess Cash Flow Offer of the Indenture provides that within 90 days after the end of each fiscal year of the Company (beginning 90 days after the fiscal year of the Company ending in 2006) for which Excess Cash Flow was greater than or equal to $2.0 million and subject to further limitations, the Company must offer to all Holders to purchase the maximum principal amount of Notes that may be purchased with 50% of Excess Cash Flow for such fiscal year at a purchase price in cash equal to 101 % of the principal amount of the Notes to be purchased, plus accrued and unpaid interest and Additional Interest, if any, to the date of such purchase in accordance with the procedures set forth in the Indenture.
Excess Cash Flow Offer a. After the end of each fiscal year beginning with the fiscal year ending on December 31, 2016, the Company shall determine the amount (the “Excess Cash Flow Offer Amount”) that is equal to: 1. 75% of any Excess Cash Flow of the Company and its Restricted Subsidiaries on a consolidated basis until the Company has offered to purchase up to $50 million in aggregate principal amount of the Notes calculated using the purchase price for the Notes pursuant to this Section 4.16;
Excess Cash Flow Offer. As soon as practicable after the end of each fiscal year of the Company, and in any event no later than August 31 of each year, the Company shall make an offer to all Holders to purchase the maximum outstanding Accreted Principal Amount of Notes that may be purchased with 100% of the Excess Cash Flow of the Company for the immediately preceding fiscal year (each such offer, an "Excess Cash Flow Offer"). The offer price in any Excess Cash Flow Offer will be equal to the Accreted Principal Amount of the Notes, together with accrued and unpaid interest to the date of repurchase, at a premium equal to the then applicable Premium Amount, and will be payable in cash (the "Excess Cash Flow Payment"). If the aggregate Accreted Principal Amount of Notes tendered into such Excess Cash Flow Offer exceeds the amount of Excess Cash Proceeds, the Notes shall be purchased on a pro rata basis, based upon the respective share of the outstanding Notes held by the Holders thereof.
Excess Cash Flow Offer. The following Section 4.25 is hereby added.
Excess Cash Flow Offer. (a) After the end of each semi-annual period ending June 30 and December 31 with respect to which the Company and the Restricted Subsidiaries have Excess Cash Flow (commencing with the semi-annual period ending June 30, 2011), the Company shall offer to repurchase all or any part of the Notes, in minimum amounts of $2,000 and integral multiples of $1,000, at a purchase price in cash equal to 101% of the principal amount of the Notes repurchased, plus any accrued and unpaid interest and Additional Interest, if any, to the date of purchase (subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Sate that is on or prior to the date of repurchase), with (i) for any semi-annual period in which the ratio of total Indebtedness to Consolidated Cash Flow for the Company is greater than or equal to 2.5 to 1, the greater of (A) the amount that is equal to 75% of such Excess Cash Flow of the Company and (B) $30.0 million, or (ii) for any semi-annual period in which the ratio of total Indebtedness to Consolidated Cash Flow for the Company is less than 2.5 to 1, the amount that is 50% of such Excess Cash Flow of the Company (less the face amount of any open market purchases and any redemptions of Notes pursuant to this Indenture made during such semi-annual period).
(b) Within (i) 60 days after the end of any semi-annual period ending on June 30 and (ii) 105 days after the end of any semi-annual period ending on December 31, in each case, for which an Excess Cash Flow Offer is required to be made in accordance with the preceding paragraph, the Company will send a notice, in accordance with Section 3.10(e), to each Holder and the Trustee describing the offer to repurchase Notes with Excess Cash Flow (the “Excess Cash Flow Offer”) and offering to purchase Notes on the date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent. The Company will be required to purchase Notes validly tendered in response to an Excess Cash Flow Offer in accordance with the procedures set forth in this Section 4.19 and Section 3.10 and
Excess Cash Flow Offer. Within 120 days after the end of each fiscal year of the Company (beginning with the fiscal year ending June 30, 2005), the Issuers may, if excess cash flow for such fiscal year was at least $250,000, be required to make an offer (an "Excess Cash Flow Offer") to all Holders to purchase the maximum principal amount of Notes that may be purchased with 50% of Excess Cash Flow for such fiscal year (the "Excess Cash Flow Offer Amount"), at a purchase price in cash equal to 102.5% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest to the date of such purchase. Each Excess Cash Flow Offer shall remain open for a period of 30 days, unless a longer period is required by law. If the Excess Cash Flow Offer Amount exceeds the aggregate amount of Notes tendered pursuant to any Excess Cash Flow Offer, the Issuers shall make an offer at the end of such period to all holders of Existing Notes, to purchase the maximum principal amount of Existing Notes that may be purchased with such excess, at a purchase price in cash equal to 100% of the principal amount of the Existing Notes to be purchased, plus accrued and unpaid interest thereon to the date of such purchase. If any excess remains following such offer in respect of the Existing Notes, the Issuers may, subject to the other provisions of this Indenture, use any such remaining excess for general corporate purposes. Upon receiving notice of the Excess Cash Flow Offer, Holders may elect to tender their Notes, in whole or in part, in integral multiples of $1,000 principal amount in exchange for cash. Any such repurchase of the Notes shall include both U.S. Notes and Dutch Notes on a pro rata basis based upon the aggregate principal amount of the Notes outstanding at the time of such repurchase, unless a change of control of the Dutch Issuer has occurred. Any Excess Cash Flow Offer Amount may be reduced by prior open market purchases of Units or Notes during such fiscal year. Within 30 days prior to the required purchase date, the Issuers shall mail an offer to each Holder, with a copy to the Trustee, which offer will govern the terms of the Excess Cash Flow Offer. Such offer will state, among other things the purchase date and price. The Issuers will comply with the applicable tender offer rules, including the requirements of Section 14(e) and Rule 14e-1 under the Exchange Act, and all other applicable securities laws and regulations in connection with any Excess Cash Flow Offer and will ...
