Hedge Transactions. (a) Borrower will not, nor will Borrower permit any other Credit Party to, enter into any Oil and Gas Hedge Transactions (i) with a duration longer than five years after the end of the month during which the applicable Oil and Gas Hedge Transaction is entered into, (ii) with any Person other than a Person that is an Approved Counterparty at the time such Oil and Gas Hedge Transaction is entered into, or (iii) the notional volumes for which (when aggregated or netted, as appropriate, with other Oil and Gas Hedge Transactions then in effect other than basis differential swaps on volumes already hedged pursuant to other Hedge Agreements) exceed, as of the date such Oil and Gas Hedge Transaction is entered into, 85% of the reasonably anticipated projected production (as such production is projected in the most recent Reserve Report delivered pursuant to the terms of this Agreement and otherwise determined as described in Section 9.10(g)) attributable to Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests for each month during the period of such Oil and Gas Hedge Transaction. (b) If, after the end of any calendar quarter, Borrower determines that the aggregate weighted average of the notional volumes of all Oil and Gas Hedge Transactions for such calendar quarter (other than basis differential swaps on volumes already hedged pursuant to other Oil and Gas Hedge Transactions) exceeded 100% of actual production of Hydrocarbons attributable to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests in such calendar quarter, then Borrower (i) shall promptly notify Administrative Agent of such determination and (ii) shall, no later than 30 days after such notice, terminate (only to the extent such terminations are permitted pursuant to Section 9.5), create off-setting positions, or otherwise unwind or monetize (only to the extent such unwinds or monetizations are permitted pursuant to Section 9.5) existing Oil and Gas Hedge Transactions such that, at such time, future hedging volumes will not exceed 100% of reasonably anticipated projected production attributable to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests for the then-current and any succeeding calendar quarters. (c) Borrower will not, nor will Borrower permit any other Credit Party to, enter into or permit to exist any Hedge Transactions with respect to interest rates other than (i) Hedge Transactions effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Hedge Transactions of Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Credit Parties’ consolidated Debt for borrowed money which bears interest at a floating rate, and (ii) Hedge Transactions that have the effect of unwinding or reducing, in whole or in part, Hedge Transactions permitted under the preceding clause (i). (d) Borrower will not, nor will Borrower permit any other Credit Party to, enter into any commodity, interest rate, currency or other swap, option, collar or other derivative transaction pursuant to which any Credit Party speculates on the movement of commodity prices, securities prices, interest rates, financial markets, currency markets or other items; provided that, nothing contained in this Section 9.10(d) shall prohibit any Credit Party from (i) entering into Hedge Transactions otherwise permitted by this Section 9.10, or (ii) making Permitted Investments. (e) Borrower will not, and will not permit any Restricted Subsidiary to, terminate or monetize any Oil and Gas Hedge Transaction except to the extent such terminations are permitted pursuant to Section 9.5. (f) In no event shall any Hedge Agreement contain any requirement, agreement or covenant for Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Hedge Agreement other than pursuant to the Loan Papers. (g) For purposes of entering into, maintaining or adjusting Hedge Agreements or Hedge Transactions under Section 9.10(a) and Section 9.10(b), respectively, forecasts of reasonably anticipated production attributable to Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests as set forth on the most recent Reserve Report delivered pursuant to the terms of this Agreement shall be revised to account for any increase or decrease in forecasted production that is anticipated because of information obtained by Borrower or any of its Restricted Subsidiaries subsequent to the publication of such Reserve Report including forecasts of production decline rates for existing xxxxx received by any Credit Party from the applicable operators of the oil and gas properties comprising the Credit Party’s Mineral Interests and additions to or deletions from anticipated future production from new xxxxx and completed acquisitions coming on stream or failing to come on stream. (h) Notwithstanding anything to the contrary contained in this Agreement, Borrower will not, and will not permit any Restricted Subsidiary to, enter into any Hedge Agreement unless Borrower is a Qualified ECP Guarantor at such time.
Appears in 4 contracts
Samples: Credit Agreement (Sitio Royalties Corp.), Credit Agreement (Brigham Minerals, Inc.), Credit Agreement (Brigham Minerals, Inc.)
Hedge Transactions. (a) The Borrower and Parent will not, nor will the Borrower and/or Parent permit any other Credit Party to, enter into any Hedge Transactions other than (i) Oil and Gas Hedge Transactions (i) that would not cause the volume of Hydrocarbons with respect to which a duration longer than five years after the end of the month during which the applicable Oil and Gas Hedge Transaction settlement payment is entered into, (ii) with any Person other than a Person that is an Approved Counterparty at the time calculated under such Oil and Gas Hedge Transactions to exceed seventy-five percent (75%) of the Credit Parties’ anticipated production from Proved Producing Mineral Interests during the period from the immediately preceding settlement date (or the commencement of such Hedge Transaction if there is entered intono prior settlement date) to such settlement date, (ii) the purchase of a floor or put that has the effect of setting a minimum commodity price for up to one hundred percent (100%) of such anticipated production from Proved Producing Mineral Interests (inclusive of any floor or put included in clause (i) of this Section 7.10), (iii) Hedge Transactions effectively converting interest rates from fixed to floating, the notional volumes for amounts of which (when aggregated or netted, as appropriate, with all other Oil and Gas Hedge Transactions of the Borrower and its Restricted Subsidiaries then in effect other than basis differential swaps on volumes already hedged pursuant effectively converting interest rates from fixed to other Hedge Agreementsfloating) exceed, as of the date such Oil and Gas Hedge Transaction is entered into, 85% of the reasonably anticipated projected production (as such production is projected in the most recent Reserve Report delivered pursuant to the terms of this Agreement and otherwise determined as described in Section 9.10(g)) attributable to Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests for each month during the period of such Oil and Gas Hedge Transaction.
(b) If, after the end of any calendar quarter, Borrower determines that the aggregate weighted average of the notional volumes of all Oil and Gas Hedge Transactions for such calendar quarter (other than basis differential swaps on volumes already hedged pursuant to other Oil and Gas Hedge Transactions) exceeded 100% of actual production of Hydrocarbons attributable to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests in such calendar quarter, then Borrower (i) shall promptly notify Administrative Agent of such determination and (ii) shall, no later than 30 days after such notice, terminate (only to the extent such terminations are permitted pursuant to Section 9.5), create off-setting positions, or otherwise unwind or monetize (only to the extent such unwinds or monetizations are permitted pursuant to Section 9.5) existing Oil and Gas Hedge Transactions such that, at such time, future hedging volumes will do not exceed 100% of reasonably anticipated projected production attributable to the then outstanding principal amount of the Borrower’s Debt for borrowed money which bears interest at a fixed rate and its Restricted Subsidiaries’ Proved Producing Mineral Interests for the then-current and any succeeding calendar quarters.
(c) Borrower will not, nor will Borrower permit any other Credit Party to, enter into or permit to exist any Hedge Transactions with respect to interest rates other than (iiv) Hedge Transactions effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Hedge Transactions of the Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75100% of the then outstanding principal amount of the Credit Parties’ consolidated Borrower’s Debt for borrowed money which bears interest at a floating rate, and (ii) Hedge Transactions that have the effect of unwinding or reducing, in whole or in part, Hedge Transactions permitted under the preceding clause (i).
(d) Borrower will not, nor will Borrower permit any other Credit Party to, enter into any commodity, interest rate, currency or other swap, option, collar or other derivative transaction pursuant to which any Credit Party speculates on the movement of commodity prices, securities prices, interest rates, financial markets, currency markets or other items; provided that, nothing contained in this Section 9.10(d) shall prohibit any Credit Party from (i) entering into Hedge Transactions otherwise permitted by this Section 9.10, or (ii) making Permitted Investments.
(e) Borrower will not, and will not permit any Restricted Subsidiary to, terminate or monetize any Oil and Gas Hedge Transaction except to the extent such terminations are permitted pursuant to Section 9.5.
(f) In no event shall any Hedge Agreement contain any requirement, agreement or covenant for Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Hedge Agreement other than pursuant to the Loan Papers.
(g) For purposes of entering into, maintaining or adjusting Hedge Agreements or Hedge Transactions under Section 9.10(a) and Section 9.10(b), respectively, forecasts of reasonably anticipated production attributable to Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests as set forth on the most recent Reserve Report delivered pursuant to the terms of this Agreement shall be revised to account for any increase or decrease in forecasted production that is anticipated because of information obtained by Borrower or any of its Restricted Subsidiaries subsequent to the publication of such Reserve Report including forecasts of production decline rates for existing xxxxx received by any Credit Party from the applicable operators of the oil and gas properties comprising the Credit Party’s Mineral Interests and additions to or deletions from anticipated future production from new xxxxx and completed acquisitions coming on stream or failing to come on stream.
(h) Notwithstanding anything to the contrary contained in this Agreement, Borrower will not, and will not permit any Restricted Subsidiary to, enter into any Hedge Agreement unless Borrower is a Qualified ECP Guarantor at such time.
Appears in 2 contracts
Samples: Subordinated Credit Agreement (Encore Energy Partners LP), Credit Agreement (Encore Acquisition Co)
Hedge Transactions. (a) Parent and Borrower will not, nor will Parent and/or Borrower permit any other Credit Party to, hedge (which hedges shall not havx x xxrm of greater four (4) years) more than the following percentages of its "forecasted production from Proved Mineral Interests" (as defined below) during any applicable calendar year (a "measurement period"), as measured from the current date (a "measurement date"): Calendar Year Hedged Percentage Limitation -------------------- --------------------- (relative to measurement date) Oil Gas Current Year 85% 85% First Subsequent Year 70% 70% Second Subsequent Year 55% 55% Third Subsequent Year 40% 40% provided, that, if any measurement date occurs in the final two Fiscal Quarters of any measurement period, for the purpose of determining the appropriate percentage limitation from the table above, the limitations of the current year shall apply to both the remaining portion of that current year and the entire subsequent year, and the limitations of the first subsequent year shall apply to the second subsequent year (as an example only, and for the avoidance of doubt, for any measurement date occurring during the first two Fiscal Quarters of 2005, an Oil and Gas Hedge Transaction for 2006 would have a 70% limitation; provided, however, for any measurement date occurring during the last two Fiscal Quarters of 2005, an Oil and Gas Hedge Transaction for 2006 would have an 85% limitation); provided, further, that, Borrower may enter into Hedge Transactions consisting solely of a floor price (i.e. floor, put or option) so long as the amount of Hydrocarbons which are the subject of any such Hedge Transaction in existence at any such time do not exceed one-hundred percent (100%) of Borrower's anticipated production from Proved Mineral Interests during the term of any such existing Hedge Transaction; and
(b) Borrower will not permit its (i) production of oil during any Fiscal Quarter to be less than the aggregate amount of oil which is the subject of Oil and Gas Hedge Transactions (i) with a duration longer than five years after the end of the month during which the applicable Oil and Gas Hedge Transaction is entered intosuch Fiscal Quarter, or (ii) with production of gas during any Person other Fiscal Quarter to be less than a Person that the aggregate amount of gas which is an Approved Counterparty at the time such Oil and Gas Hedge Transaction is entered into, or (iii) the notional volumes for which (when aggregated or netted, as appropriate, with other subject of Oil and Gas Hedge Transactions then in effect other than basis differential swaps on volumes already hedged pursuant to other Hedge Agreements) exceed, as of the date during such Oil and Gas Hedge Transaction is entered into, 85% of the reasonably anticipated projected production (as such production is projected in the most recent Reserve Report delivered pursuant to the terms of this Agreement and otherwise determined as described in Section 9.10(g)) attributable to Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests for each month during the period of such Oil and Gas Hedge TransactionFiscal Quarter.
(b) If, after the end of any calendar quarter, Borrower determines that the aggregate weighted average of the notional volumes of all Oil and Gas Hedge Transactions for such calendar quarter (other than basis differential swaps on volumes already hedged pursuant to other Oil and Gas Hedge Transactions) exceeded 100% of actual production of Hydrocarbons attributable to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests in such calendar quarter, then Borrower (i) shall promptly notify Administrative Agent of such determination and (ii) shall, no later than 30 days after such notice, terminate (only to the extent such terminations are permitted pursuant to Section 9.5), create off-setting positions, or otherwise unwind or monetize (only to the extent such unwinds or monetizations are permitted pursuant to Section 9.5) existing Oil and Gas Hedge Transactions such that, at such time, future hedging volumes will not exceed 100% of reasonably anticipated projected production attributable to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests for the then-current and any succeeding calendar quarters.
(c) Borrower will not, nor will Borrower permit any other Credit Party to, enter into or permit to exist any Hedge Transactions with respect to interest rates other than (i) Hedge Transactions effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Hedge Transactions of Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Credit Parties’ consolidated Debt for borrowed money which bears interest at a floating rate, and (ii) Hedge Transactions that have the effect of unwinding or reducing, in whole or in part, Hedge Transactions permitted under the preceding clause (i).
(d) Borrower will not, nor will Borrower permit any other Credit Party to, enter into any commodity, interest rate, currency or other swap, option, collar or other derivative transaction pursuant to which any Credit Party speculates on the movement of commodity prices, securities prices, interest rates, financial markets, currency markets or other items; provided that, nothing contained in this Section 9.10(d) shall prohibit any Credit Party from (i) entering into Hedge Transactions otherwise permitted by this Section 9.10, or (ii) making Permitted Investments.
(e) Borrower will not, and will not permit any Restricted Subsidiary to, terminate or monetize any Oil and Gas Hedge Transaction except to the extent such terminations are permitted pursuant to Section 9.5.
(f) In no event shall any Hedge Agreement contain any requirement, agreement or covenant for Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Hedge Agreement other than pursuant to the Loan Papers.
(g) For purposes of entering into, maintaining or adjusting Hedge Agreements or Hedge Transactions under Section 9.10(a) and Section 9.10(b), respectively, forecasts of reasonably anticipated production attributable to Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests as set forth on the most recent Reserve Report delivered pursuant to the terms of this Agreement shall be revised to account for any increase or decrease in forecasted production that is anticipated because of information obtained by Borrower or any of its Restricted Subsidiaries subsequent to the publication of such Reserve Report including forecasts of production decline rates for existing xxxxx received by any Credit Party from the applicable operators of the oil and gas properties comprising the Credit Party’s Mineral Interests and additions to or deletions from anticipated future production from new xxxxx and completed acquisitions coming on stream or failing to come on stream.
(h) Notwithstanding anything to the contrary contained in this Agreement, Borrower will not, and will not permit any Restricted Subsidiary to, enter into any Hedge Agreement unless Borrower is a Qualified ECP Guarantor at such time.
Appears in 1 contract
Hedge Transactions. (a) Borrower Borrowers will not, nor will Borrower Borrowers permit any other Credit Party to, enter into any Oil and Gas Hedge Transactions that could cause the amount of (i) with a duration longer than five years after oil which is the end subject of the month during which the applicable Oil and Gas Hedge Transaction is entered into, (ii) with any Person other than a Person that is an Approved Counterparty at the time such Oil and Gas Hedge Transaction is entered into, or (iii) the notional volumes for which (when aggregated or netted, as appropriate, with other Oil and Gas Hedge Transactions then in existence at such time to exceed 80% of Borrowers’ anticipated production of oil from Proved Producing Mineral Interests (as reflected in the Reserve Report in effect other than basis differential swaps on volumes already hedged pursuant to other Hedge Agreements) exceedthe Closing Date and then, as of the date such Oil and Gas Hedge Transaction is entered intowhen available, 85% of the reasonably anticipated projected production (as such production is projected in the most recent Reserve Report delivered to Lender pursuant to the terms of this Agreement and otherwise determined as described in Section 9.10(g)4.1) attributable to Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests for each month during the period term of such existing Oil and Gas Hedge TransactionTransactions, and (ii) gas that is the subject of Oil and Gas Hedge Transactions in existence at such time to exceed 80% of Borrowers’ anticipated production of gas from Proved Producing Mineral Interests (as reflected in the Reserve Report in effect on the Closing Date and then, when available, the most recent Reserve Report delivered to Lender pursuant to Section 4.1) during the term of such existing Oil and Gas Hedge Transactions, which Oil and Gas Hedge Transactions shall not, in any case, have a tenor of greater than thirty six (36) months and shall not extend beyond twelve (12) months following the Termination Date.
(b) If, after the end of any calendar quarter, Borrower determines that the aggregate weighted average of the notional volumes of all Oil and Gas Hedge Transactions for such calendar quarter (other than basis differential swaps on volumes already hedged pursuant to other Oil and Gas Hedge Transactions) exceeded 100% of actual production of Hydrocarbons attributable to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests in such calendar quarter, then Borrower (i) shall promptly notify Administrative Agent of such determination and (ii) shall, no later than 30 days after such notice, terminate (only to the extent such terminations are permitted pursuant to Section 9.5), create off-setting positions, or otherwise unwind or monetize (only to the extent such unwinds or monetizations are permitted pursuant to Section 9.5) existing Oil and Gas Hedge Transactions such that, at such time, future hedging volumes will not exceed 100% of reasonably anticipated projected production attributable to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests for the then-current and any succeeding calendar quarters.
(c) Borrower Borrowers will not, nor will Borrower permit any other Credit Party to, enter into or permit to exist any Hedge Transactions with respect to interest rates other than (i) Hedge Transactions effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Hedge Transactions of Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Credit Parties’ consolidated Debt for borrowed money which bears interest at a floating rate, and (ii) Hedge Transactions that have the effect of unwinding or reducing, in whole or in part, Hedge Transactions permitted under the preceding clause (i).
(d) Borrower will not, nor will Borrower Borrowers permit any other Credit Party to, enter into any commodity, interest rate, currency or other swap, option, collar or other derivative transaction pursuant to which any Credit Party speculates on the movement of commodity prices, securities prices, interest rates, financial markets, currency markets or other items; provided that, nothing contained in this Section 9.10(d) shall prohibit any Credit Party from Lender/Borrower Hedging Obligation: (i) as to which the Lender/Borrower Hedging Settlement Date is more than twelve (12) months after the Termination Date, (ii) if the Lender/Borrower Hedging Settlement Date for any Lender/Borrower Hedging Obligation is more than thirty six (36) months after the date of such Lender/Borrower Hedging Obligation, (iii) if, immediately after entering into Hedge Transactions otherwise permitted by this Section 9.10such Lender/Borrower Hedging Obligation, the Net Xxxx-to-Market Exposure would exceed $8,000,000, or such greater amount as Lender may agree to in its sole discretion, or (iiiv) making Permitted Investments.
(e) if such Lender/Borrower will notHedging Obligation is not entitled, on a pari passu basis, to all benefits of the Mortgages and will not permit any Restricted Subsidiary to, terminate or monetize any Oil and Gas Hedge Transaction except subject to the extent such terminations are permitted pursuant to Section 9.5.
(f) In no event shall any Hedge Agreement contain any requirement, agreement or covenant for Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Hedge Agreement other than pursuant to the Loan Papers.
(g) For purposes of entering into, maintaining or adjusting Hedge Agreements or Hedge Transactions under Section 9.10(a) and Section 9.10(b), respectively, forecasts of reasonably anticipated production attributable to Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests as set forth on the most recent Reserve Report delivered pursuant to the all terms of this Agreement shall be revised to account for and any increase or decrease in forecasted production that is anticipated because of information obtained by Borrower or any of its Restricted Subsidiaries subsequent to the publication of such Reserve Report including forecasts of production decline rates for existing xxxxx received by any Credit Party from the and all other applicable operators of the oil and gas properties comprising the Credit Party’s Mineral Interests and additions to or deletions from anticipated future production from new xxxxx and completed acquisitions coming on stream or failing to come on streamLoan Documents.
(hc) Except as set forth in this Section 9.11, to the extent there is any conflict between this Agreement and the ISDA Agreement with regards to any Lender/Borrower Hedging Obligation, the ISDA Agreement shall control.
(d) Notwithstanding anything to the contrary contained set forth in this Section 9.11 or elsewhere in this Agreement, Borrower will not, and will not permit neither Lender nor any Restricted Subsidiary to, Affiliate of Lender shall have any obligation to enter into any Hedge Agreement Lender/Borrower Hedging Obligation unless the terms of such Lender/Borrower is a Qualified ECP Guarantor at such timeHedging Obligation are on terms and conditions acceptable to Lender in its sole discretion.
Appears in 1 contract
Hedge Transactions. (a) Borrower will not, nor will Borrower permit any other Credit Party to, enter into any Oil and Gas commodity Hedge Transactions (i) with a duration longer than five years after the end of the month during which the applicable Oil and Gas Hedge Transaction is entered into, (ii) with any Person other than Hedge Agreements in respect of commodities that shall not have a Person that is an Approved Counterparty at the time such Oil tenor of greater than four (4) years and Gas Hedge Transaction is entered into, or (iii) the notional volumes for which (when aggregated or netted, as appropriate, with other Oil and Gas commodity Hedge Transactions Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Hedge Agreements) exceeddo not exceed (i) at any time such Hedge Agreement is in effect, as of the date such Oil and Gas Hedge Transaction is entered into, 85% one hundred percent (100%) of the reasonably anticipated projected production from Proved Mineral Interests (as such production is projected set forth in the most recent Reserve Report delivered pursuant to Administrative Agent hereunder, as such report may be supplemented from time to time by the terms Credit Parties delivering to Administrative Agent updated well projections and other information reflecting the drilling activity, acquisitions, dispositions and other results of this operations since the effective date of such Reserve Report) for each of oil and gas, calculated separately and (ii) as of the date such Hedge Agreement and otherwise determined as described is executed, the applicable percentage set forth in Section 9.10(g)) attributable to Borrower’s and its Restricted Subsidiaries’ the table below of the reasonably anticipated projected production from Proved Mineral Interests (as set forth in the most recent Reserve Report delivered to Administrative Agent hereunder, as such report may be supplemented from time to time by the Credit Parties delivering to Administrative Agent updated well projections and other information reflecting the drilling activity, acquisitions, dispositions and other results of operations since the effective date of such Reserve Report) for each of oil and gas, calculated separately, for each month during the period during which such Hedge Agreement is in effect: Period (relative to execution date of relevant Percentage Limitation Hedge Agreement) Oil Gas Months 1-24 85 % 85 % Months 25-36 70 % 70 % Months 37-48 55 % 55 % ; provided, that any Credit Party may enter into Hedge Transactions consisting solely of a floor price (i.e., floor, put or option) so long as the amount of Hydrocarbons that are the subject of any such Hedge Transaction in existence at any such time do not exceed one-hundred percent (100%) of such Oil and Gas Credit Party’s reasonably anticipated projected production from Proved Mineral Interests during the term of any such existing Hedge Transaction.;
(b) If, after the end Borrower will not permit any Credit Party’s (i) production of oil during any calendar quarter, Borrower determines that Fiscal Quarter to be less than the aggregate weighted average amount of oil which is the notional volumes subject of all Oil and Gas Hedge Transactions for during such calendar quarter (other than basis differential swaps on volumes already hedged pursuant to other Oil and Gas Hedge Transactions) exceeded 100% of actual production of Hydrocarbons attributable to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests in such calendar quarterFiscal Quarter, then Borrower (i) shall promptly notify Administrative Agent of such determination and or (ii) shall, no later production of gas during any Fiscal Quarter to be less than 30 days after such notice, terminate (only to the extent such terminations are permitted pursuant to Section 9.5), create off-setting positions, or otherwise unwind or monetize (only to aggregate amount of gas which is the extent such unwinds or monetizations are permitted pursuant to Section 9.5) existing subject of Oil and Gas Hedge Transactions during such that, at such time, future hedging volumes will not exceed 100% of reasonably anticipated projected production attributable to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests for the then-current and any succeeding calendar quarters.Fiscal Quarter; and
(c) Borrower will not, nor will Borrower permit any other Credit Party to, enter into or permit to exist any Hedge Transactions with respect to interest rates other than (i) Hedge Transactions effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Hedge Transactions of Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Credit Parties’ consolidated Debt for borrowed money which bears interest at a floating rate, and (ii) Hedge Transactions that have the effect of unwinding or reducing, in whole or in part, Hedge Transactions permitted under the preceding clause (i).
(d) Borrower will not, nor will Borrower permit any other Credit Party to, enter into any commodity, interest rate, currency or other swap, option, collar or other derivative transaction pursuant to which any Credit Party speculates on the movement of commodity prices, securities prices, interest rates, financial markets, currency markets or other items; provided that, nothing contained in this Section 9.10(d) shall prohibit any Credit Party from (i) entering into Hedge Transactions otherwise permitted by this Section 9.10, or (ii) making Permitted Investments.
(e) Borrower will not, and will not permit any Restricted Subsidiary other Credit Party to, terminate any Hedge Agreement in respect of commodities, now existing or monetize any Oil and Gas Hedge Transaction hereafter arising, without the prior written consent of the Majority Banks, except to the extent such terminations are permitted pursuant to by Section 9.5.
(f) In no event shall any Hedge Agreement contain any requirement, agreement or covenant for Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Hedge Agreement other than pursuant to the Loan Papers.
(g) For purposes of entering into, maintaining or adjusting Hedge Agreements or Hedge Transactions under Section 9.10(a) and Section 9.10(b), respectively, forecasts of reasonably anticipated production attributable to Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests as set forth on the most recent Reserve Report delivered pursuant to the terms of this Agreement shall be revised to account for any increase or decrease in forecasted production that is anticipated because of information obtained by Borrower or any of its Restricted Subsidiaries subsequent to the publication of such Reserve Report including forecasts of production decline rates for existing xxxxx received by any Credit Party from the applicable operators of the oil and gas properties comprising the Credit Party’s Mineral Interests and additions to or deletions from anticipated future production from new xxxxx and completed acquisitions coming on stream or failing to come on stream.
(h) Notwithstanding anything to the contrary contained in this Agreement, Borrower will not, and will not permit any Restricted Subsidiary to, enter into any Hedge Agreement unless Borrower is a Qualified ECP Guarantor at such time.
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Hedge Transactions. (a) Borrower will not, nor will Borrower permit any other Credit Party to, enter into any Oil and Gas Hedge Transactions (i) with a duration longer than five years after the end of the month during which the applicable Oil and Gas Hedge Transaction is entered intoTransactions shall not have a tenor of greater than thirty-six (36) months, in each case measured from the date (iia “Measurement Date”) with any Person other than a Person that is an Approved Counterparty at the time such Oil and Gas Hedge Transaction is entered into, or ) which would cause the amount of (iiii) oil which is the notional volumes for which (when aggregated or netted, as appropriate, with other subject of Oil and Gas Hedge Transactions then in effect other than basis differential swaps existence at such time to exceed (A) for the period commencing on volumes already hedged pursuant to other Hedge Agreements) exceed, as of the applicable Measurement Date and continuing through and including the date such Oil and Gas Hedge Transaction which is entered intotwelve (12) months thereafter (the “Initial Measurement Period”), 85% seventy percent (70%) of the reasonably Borrower’s anticipated projected production of oil from Proved Mineral Interests (as such production is projected reflected in the most recent Reserve Report delivered to Administrative Agent pursuant to Section 4.1 hereof), (B) for the terms period commencing on the day immediately following the end of this Agreement the Initial Measurement Period and otherwise determined as described in Section 9.10(gcontinuing through and including the date which is twelve months thereafter (the “Second Measurement Period”), fifty percent (50%) attributable to of Borrower’s and its Restricted Subsidiaries’ anticipated production of oil from Proved Mineral Interests (as reflected in the most recent Reserve Report delivered to Administrative Agent pursuant to Section 4.1 hereof), and (C) for each month during the period commencing on the day immediately following the end of the Second Measurement Period and continuing through and including the date which is twelve (12) months thereafter (the “Third Measurement Period”), eighty percent (80%) of Borrower’s anticipated production of oil from Proved Producing Mineral Interests (as reflected in the most recent Reserve Report delivered to Administrative Agent pursuant to Section 4.1 hereof), and (ii) gas which is the subject of Oil and Gas Hedge Transactions in existence at such time to exceed (A) for the Initial Measurement Period, seventy percent (70%) of Borrower’s anticipated production of gas from Proved Mineral Interests (as reflected in the most recent Reserve Report delivered to Administrative Agent pursuant to Section 4.1 hereof), (B) for the Second Measurement Period, fifty percent (50%) of Borrower’s anticipated production of gas from Proved Mineral Interests (as reflected in the most recent Reserve Report delivered to Administrative Agent pursuant to Section 4.1 hereof), and (C) for the Third Measurement Period, eighty percent (80%) of Borrower’s anticipated production of gas from Proved Producing Mineral Interests (as reflected in the most recent Reserve Report delivered to Administrative Agent pursuant to Section 4.1 hereof). Promptly upon entering into any Oil and Gas Hedge Transaction, Borrower shall provide to each Bank the certificate required by Section 8.1(n) hereof.
(b) If, after the end of any calendar quarter, Borrower determines that the aggregate weighted average of the notional volumes of all Oil and Gas Hedge Transactions for such calendar quarter (other than basis differential swaps on volumes already hedged pursuant to other Oil and Gas Hedge Transactions) exceeded 100% of actual production of Hydrocarbons attributable to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests in such calendar quarter, then Borrower (i) shall promptly notify Administrative Agent of such determination and (ii) shall, no later than 30 days after such notice, terminate (only to the extent such terminations are permitted pursuant to Section 9.5), create off-setting positions, or otherwise unwind or monetize (only to the extent such unwinds or monetizations are permitted pursuant to Section 9.5) existing Oil and Gas Hedge Transactions such that, at such time, future hedging volumes will not exceed 100% of reasonably anticipated projected production attributable to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests for the then-current and any succeeding calendar quarters.
(c) Borrower will not, nor will Borrower permit any other Credit Party to, enter into or permit to exist any Hedge Transactions with respect to interest rates other than its (i) production of oil during any calendar month to be less than the aggregate amount of oil which is the subject of Oil and Gas Hedge Transactions effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Hedge Transactions of Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Credit Parties’ consolidated Debt for borrowed money which bears interest at a floating rate, and (ii) Hedge Transactions that have the effect of unwinding or reducing, in whole or in part, Hedge Transactions permitted under the preceding clause (i).
(d) Borrower will not, nor will Borrower permit any other Credit Party to, enter into any commodity, interest rate, currency or other swap, option, collar or other derivative transaction pursuant to which any Credit Party speculates on the movement of commodity prices, securities prices, interest rates, financial markets, currency markets or other items; provided that, nothing contained in this Section 9.10(d) shall prohibit any Credit Party from (i) entering into Hedge Transactions otherwise permitted by this Section 9.10during such calendar month, or (ii) making Permitted Investments.
(e) Borrower will not, and will not permit production of gas during any Restricted Subsidiary to, terminate or monetize any calendar month to be less than the aggregate amount of gas which is the subject of Oil and Gas Hedge Transaction except Transactions during such month. In addition to the extent such terminations are permitted pursuant to Section 9.5.
(f) In no event shall any Hedge Agreement contain any requirement, agreement or covenant for Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Hedge Agreement other than pursuant to the Loan Papers.
(g) For purposes of entering into, maintaining or adjusting Hedge Agreements or Hedge Transactions under Section 9.10(a) and Section 9.10(b), respectively, forecasts of reasonably anticipated production attributable to Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests as set forth on the most recent Reserve Report delivered pursuant to the terms of this Agreement shall be revised to account for any increase or decrease in forecasted production that is anticipated because of information obtained by Borrower or any of its Restricted Subsidiaries subsequent to the publication of such Reserve Report including forecasts of production decline rates for existing xxxxx received by any Credit Party from the applicable operators of the oil and gas properties comprising the Credit Party’s Mineral Interests and additions to or deletions from anticipated future production from new xxxxx and completed acquisitions coming on stream or failing to come on stream.
(h) Notwithstanding anything to the contrary requirements otherwise contained in this AgreementAgreement with respect to the delivery of Reserve Reports, Borrower will notshall, and will not permit any Restricted Subsidiary topromptly following the request of Administrative Agent, enter into any Hedge Agreement unless deliver a quarterly Reserve Report to Administrative Agent evidencing that Borrower is a Qualified ECP Guarantor at such timein compliance with the terms and provisions of this Section 9.11.
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Hedge Transactions. (a) Borrower will not, nor will Borrower permit any other Credit Party to, enter into or, subject to clause (B) of the proviso in the first sentence of Section 9.5, permit to exist any Oil and Gas Hedge Transactions (iother than purchased put options or price floors with respect to Hydrocarbons) (a) with a duration longer than five years after from the end of the month during which date the applicable Oil and Gas Hedge Transaction is entered into, (ii) with any Person other than a Person that is an Approved Counterparty at the time such Oil and Gas Hedge Transaction is entered into, into or (iii) the notional volumes for which (when aggregated or netted, as appropriate, with other Oil and Gas Hedge Transactions then in effect other than basis differential swaps on volumes already hedged pursuant to other Hedge Agreements) exceed, as of the date such Oil and Gas Hedge Transaction is entered into, 85% of the reasonably anticipated projected production (as such production is projected in the most recent Reserve Report delivered pursuant to the terms of this Agreement and otherwise determined as described in Section 9.10(g)) attributable to Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests for each month during the period of such Oil and Gas Hedge Transaction.
(b) If, after whereby the end of any calendar quarter, Borrower determines that the aggregate weighted average of the notional volumes of all Oil and Gas Hedge Transactions for such calendar quarter (other than basis differential swaps on volumes already hedged pursuant to other Oil and Gas Hedge Transactions) exceeded 100% of actual production volume of Hydrocarbons attributable with respect to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests in such calendar quarter, then Borrower which a settlement payment is calculated would exceed (i) shall promptly notify Administrative Agent for the first 24 months after the date of execution of such determination Hedge Transaction (the “First Measurement Period”), 100% and (ii) shallfor the first 36 months immediately following the First Measurement Period, no later than 30 days after such notice75%, terminate in each case, (only to the extent such terminations are permitted pursuant to Section 9.5), create off-setting positions, or otherwise unwind or monetize (only to the extent such unwinds or monetizations are permitted pursuant to Section 9.5x) existing Oil and Gas Hedge Transactions such that, at such time, future hedging volumes will not exceed 100% of reasonably anticipated projected production attributable to Borrower’s and its Restricted Subsidiaries’ anticipated production (assuming no curtailment or interruption of transportation for such anticipated production) from Proved Producing Mineral Interests for the then-current and any succeeding calendar quarters.
(cy) Borrower will not, nor will Borrower permit any other Credit Party to, enter into or permit to exist any Hedge Transactions with respect to interest rates other than (i) Hedge Transactions effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Hedge Transactions of Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% without duplication of the then outstanding principal amount “put” and “call”, notional quantities of the Credit Parties’ consolidated Debt for borrowed money which bears interest at a floating rate, and (ii) Hedge Transactions that have the effect of unwinding or reducing, in whole or in part, Hedge Transactions permitted under the preceding clause (i).
(d) any collars. Borrower will not, nor will Borrower permit any other Credit Party to, enter into any commodity, interest rate, currency or other swap, option, collar or other derivative transaction pursuant to which any Credit Party speculates on the movement of commodity prices, securities prices, interest rates, financial markets, currency markets or other items; provided that, nothing contained in this Section 9.10(d9.10(a) shall prohibit any Credit Party from (ia) entering into interest rate swaps or other interest rate hedge transactions pursuant to which such Credit Party xxxxxx interest rate risk with respect to the interest reasonably anticipated to be incurred pursuant to this Agreement, (b) entering into Oil and Gas Hedge Transactions otherwise permitted by this Section 9.109.10(a), or (iic) making Permitted Investments.;
(eb) Borrower the other Credit Parties may enter into Hedge Agreements that would be permitted by Section 9.10(a) pertaining to Mineral Interests to be acquired pursuant to a Specified Acquisition; provided that Hedge Agreements pursuant to this Section 9.10(b) must be Liquidated upon the earlier to occur of: (A) the date that is 90 days after the execution of the purchase and sale agreement relating to the Specified Acquisition to the extent that such Specified Acquisition has not been consummated by such date and (B) any Credit Party knows with reasonable certainty that the Specified Acquisition will not be consummated; and
(c) Borrower will not, and will not permit any Restricted Subsidiary other Credit Party to, terminate Liquidate any Hedge Agreement in respect of commodities unless (x) if such Swap Liquidation would result in an automatic redetermination of the Borrowing Base pursuant to Section 4.6, Borrower delivers reasonable prior written notice thereof to the Administrative Agent, and (y) if a Borrowing Base Deficiency would result from such Swap Liquidation as a result of an automatic redetermination of the Borrowing Base pursuant to Section 4.6, Borrower prepays Borrowings, prior to or monetize any Oil and Gas Hedge Transaction except contemporaneously with the consummation of such Swap Liquidation to the extent that such terminations are permitted pursuant to Section 9.5.
(f) In no event shall any Hedge Agreement contain any requirement, agreement or covenant for Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Hedge Agreement other than pursuant to the Loan Papers.
(g) For purposes of entering into, maintaining or adjusting Hedge Agreements or Hedge Transactions prepayment would have been required under Section 9.10(a2.6(a) and Section 9.10(b), respectively, forecasts of reasonably anticipated production attributable after giving effect to Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests as set forth on the most recent Reserve Report delivered pursuant to the terms of this Agreement shall be revised to account for any increase or decrease in forecasted production that is anticipated because of information obtained by Borrower or any of its Restricted Subsidiaries subsequent to the publication of such Reserve Report including forecasts of production decline rates for existing xxxxx received by any Credit Party from the applicable operators automatic redetermination of the oil and gas properties comprising the Credit Party’s Mineral Interests and additions to or deletions from anticipated future production from new xxxxx and completed acquisitions coming on stream or failing to come on streamBorrowing Base.
(h) Notwithstanding anything to the contrary contained in this Agreement, Borrower will not, and will not permit any Restricted Subsidiary to, enter into any Hedge Agreement unless Borrower is a Qualified ECP Guarantor at such time.
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Hedge Transactions. (a) The Borrower will shall not, nor will Borrower and shall not permit any other Credit Party of its Restricted Subsidiaries to, enter into any Oil and Gas Hedge Transactions other than:
(i) Hedge Transactions with a duration longer than five years after respect to interest rates that are entered into in the end ordinary course of business and not for purposes of speculation that (A) result in any Indebtedness of the month during which Borrower or any of its Restricted Subsidiaries that is subject to a floating interest rate to be effectively subject to a fixed interest rate or that otherwise mitigate or minimize the Borrower’s or such Restricted Subsidiary’s exposure to fluctuations in the applicable Oil and Gas floating interest rate, (B) at the time each such Hedge Transaction is entered into, do not cause the aggregate notional amount of all outstanding Hedge Transactions with respect to interest rates to exceed one hundred percent (100%) of the then outstanding principal balance of such floating rate Indebtedness, (C) do not have a scheduled term that extends beyond the scheduled maturity date of the floating rate Indebtedness related to such Hedge Transaction and (D) do not require the Borrower or any Restricted Subsidiary to post money, assets or any other property as security against the event of its non-performance, other than to the extent permitted under Section 10.1; and
(ii) Hedge Transactions with any Person other than a Person respect to hydrocarbon prices that is an Approved Counterparty at are entered into in the time ordinary course of business for hedging risk and not for purposes of speculation and that do not (determined separately for each new Hedge Transaction as of the date such Oil and Gas Hedge Transaction is entered into) (a) have Hedge Termination Dates longer than thirty six (36) months from the effective date of the Hedge Transaction, or and in no event will any such Hedge Termination Date exceed one (iii1) year beyond the Maturity Date and (b) cause the aggregate notional volumes for which (when aggregated or netted, as appropriate, with other Oil and Gas of Hydrocarbons under all such Hedge Transactions then in effect other than basis differential swaps on volumes already hedged pursuant effect, calculated separately for each of crude oil, natural gas and natural gas liquids for each month to other which such new Hedge AgreementsTransaction applies, to exceed (i) exceed80% of Borrower’s and its Restricted Subsidiaries’ anticipated production of Proved Reserves that, in accordance with the Petroleum Industry Standards, are classified as “Proved Developed Producing Reserves” during any of the 36 months following such date, as of the date such Oil and Gas Hedge Transaction is entered into, 85% of the reasonably anticipated projected production (as such production is projected in determined based on the most recent Reserve Report delivered pursuant to Sections 2.14 and 2.15 hereof, or (ii) zero thereafter, provided, however, In calculating such 80% limit, all purchased put options or price floors shall be excluded, so long as such put options or floors do not require payments by the terms of this Agreement and otherwise determined as described in Section 9.10(g)) attributable to Borrower’s Borrower and its Restricted Subsidiaries’ Proved Mineral Interests Subsidiaries other than those due at the time of purchase. The limits in the foregoing sentence shall be calculated separately for each month during Hedge Transactions that hedge basis risk with respect to anticipated production and those that hedge price risk with respect to anticipated production. To the period extent, if any, that Borrower uses crude oil xxxxxx to hedge natural gas liquids, such crude oil xxxxxx shall be treated as xxxxxx of such Oil natural gas liquids rather than xxxxxx of crude oil. Any Hedge Transaction permitted under this Section 10.10(b) shall be with a counterparty that is either (i) the Administrative Agent or any Lender or an Affiliate of the Administrative Agent or any Lender or (ii) a third party approved in writing by the Administrative Agent with a credit rating of BBB+ or better by S&P, and Gas Hedge Transactionany successor thereto, or a rating of Baa1 or better by Moody’s and any successor thereto.
(b) If, after The Borrower shall not effect any Hedge Termination unless (i) the end Borrower shall give the Administrative Agent 5 days’ prior written notice of any calendar quarter, Borrower determines that the aggregate weighted average of the notional volumes of all Oil and Gas such Hedge Transactions for such calendar quarter Termination (other than basis differential swaps on volumes already hedged pursuant a “Termination Event” or “Event of Default” under a Hedge Transaction as to other Oil and Gas Hedge Transactions) exceeded 100% of actual production of Hydrocarbons attributable to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests which the Borrower cannot give advance notice, in such calendar quarter, then which case the Borrower (i) shall promptly notify Administrative Agent give prompt written notice of such determination Hedge Termination), and (ii) shallif such Hedge Termination causes a Borrowing Base Deficiency, no later than 30 days after such notice, terminate (only to the extent such terminations are permitted pursuant to Borrower shall make any mandatory prepayments required by Section 9.5), create off-setting positions, or otherwise unwind or monetize (only to the extent such unwinds or monetizations are permitted pursuant to Section 9.5) existing Oil and Gas Hedge Transactions such that, at such time, future hedging volumes will not exceed 100% of reasonably anticipated projected production attributable to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests for the then-current and any succeeding calendar quarters2.17.
(c) The Borrower will not, nor will Borrower permit any other Credit Party to, enter into or permit to exist any Hedge Transactions with respect to interest rates other than (i) Hedge Transactions effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Hedge Transactions of Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Credit Parties’ consolidated Debt for borrowed money which bears interest at a floating rate, and (ii) Hedge Transactions that have the effect of unwinding or reducing, in whole or in part, Hedge Transactions permitted under the preceding clause (i).
(d) Borrower will not, nor will Borrower permit any other Credit Party to, enter into any commodity, interest rate, currency or other swap, option, collar or other derivative transaction pursuant to which any Credit Party speculates on the movement of commodity prices, securities prices, interest rates, financial markets, currency markets or other items; provided that, nothing contained in this Section 9.10(d) shall prohibit any Credit Party from (i) entering into Hedge Transactions otherwise permitted by this Section 9.10, or (ii) making Permitted Investments.
(e) Borrower will not, and will shall not permit any Restricted Subsidiary to, terminate or monetize enter into any Oil and Gas Hedge Transaction except to the extent such terminations are permitted pursuant to Section 9.5.
(f) In no event shall any Hedge Agreement contain which contains any requirement, agreement or covenant for the Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Hedge Agreement other than pursuant Transaction or to cover market exposures; provided, however, that the Loan Papersforegoing shall not prohibit or be deemed to prohibit the Obligations from being secured by the Security Documents.
(g) For purposes of entering into, maintaining or adjusting Hedge Agreements or Hedge Transactions under Section 9.10(a) and Section 9.10(b), respectively, forecasts of reasonably anticipated production attributable to Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests as set forth on the most recent Reserve Report delivered pursuant to the terms of this Agreement shall be revised to account for any increase or decrease in forecasted production that is anticipated because of information obtained by Borrower or any of its Restricted Subsidiaries subsequent to the publication of such Reserve Report including forecasts of production decline rates for existing xxxxx received by any Credit Party from the applicable operators of the oil and gas properties comprising the Credit Party’s Mineral Interests and additions to or deletions from anticipated future production from new xxxxx and completed acquisitions coming on stream or failing to come on stream.
(h) Notwithstanding anything to the contrary contained in this Agreement, Borrower will not, and will not permit any Restricted Subsidiary to, enter into any Hedge Agreement unless Borrower is a Qualified ECP Guarantor at such time.
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Hedge Transactions. (a) The Borrower will not, nor will the Borrower permit any other Credit Loan Party to, enter into any new Oil and Gas Hedge Transactions which would cause the volume of Hydrocarbons with respect to which a settlement payment is calculated under all Oil and Gas Hedge Transactions (iincluding such new transactions) with a duration longer than five years after the end of the month during to which the applicable Oil and Gas Hedge Transaction Borrower and/or any other Loan Party is entered into, (ii) with any Person other than a Person that is an Approved Counterparty at the time such Oil and Gas Hedge Transaction is entered into, or (iii) the notional volumes for which (when aggregated or netted, as appropriate, with other Oil and Gas Hedge Transactions then in effect other than basis differential swaps on volumes already hedged pursuant to other Hedge Agreements) exceed, party as of the date such Oil and Gas Hedge Transaction is entered intointo to exceed (a)(i) for the calendar year in which such new Oil and Gas Hedge Transaction is entered into (the “Initial Measurement Period”), eighty-five percent (85% %) of the reasonably aggregate of the Borrower’s and its Subsidiaries’ anticipated projected production from Proved Mineral Interests for each of oil and gas (as such including natural gas liquids), calculated separately, (ii) for the calendar year immediately following the end of the Initial Measurement Period (the “Second Measurement Period”), eighty percent (80%) of the aggregate of the Borrower’s and its Subsidiaries’ anticipated production is projected from Proved Mineral Interests for each of oil and gas (including natural gas liquids), calculated separately, (iii) for the calendar year immediately following the end of the Second Measurement Period (the “Third Measurement Period”), seventy-five percent (75%) of the aggregate of the Borrower’s and its Subsidiaries’ anticipated production from Proved Mineral Interests for each of oil and gas (including natural gas liquids), calculated separately, and (iv) for the calendar year immediately following the end of the Third Measurement Period and for each calendar year thereafter, one hundred percent (100%) of the aggregate of the Borrower’s and its Subsidiaries’ anticipated production from Proved Producing Mineral Interests for each of oil and gas (including natural gas liquids), calculated separately, plus, in each case, (b) an amount not to exceed one hundred percent (100%) of associated royalty owners’ oil, gas and/or natural gas liquids produced from the same xxxxx, and which oil, gas and/or natural gas liquids the Borrower has the authority to market and sell, during the applicable measurement period; provided that the Borrower will not, nor will the Borrower permit any other Loan Party to, permit its production from Proved Producing Mineral Interests (whether or not included or reflected in the most recent Reserve Report delivered to the Global Administrative Agent and the Combined Lenders pursuant to Section 2.8) during the terms then current month to be less than the aggregate amount of this Agreement and otherwise determined as described in Section 9.10(g)) attributable to Borrower’s and its Restricted Subsidiaries’ production from Proved Producing Mineral Interests for each month during the period of such Oil and Gas Hedge Transaction.
(b) If, after the end of any calendar quarter, Borrower determines that the aggregate weighted average of the notional volumes of all which are subject to Oil and Gas Hedge Transactions for during such calendar quarter (other than basis differential swaps on volumes already hedged pursuant to other Oil and Gas Hedge Transactions) exceeded 100% of actual production of Hydrocarbons attributable to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests in such calendar quarter, then Borrower (i) shall promptly notify Administrative Agent of such determination and (ii) shall, no later than 30 days after such notice, terminate (only to month; provided further that the extent such terminations are permitted pursuant to Section 9.5), create off-setting positions, or otherwise unwind or monetize (only to the extent such unwinds or monetizations are permitted pursuant to Section 9.5) existing Oil and Gas Hedge Transactions such that, at such time, future hedging volumes will not exceed 100% of reasonably anticipated projected production attributable to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests for the then-current and any succeeding calendar quarters.
(c) Borrower will not, nor will the Borrower permit any other Credit Party to, enter into or permit to exist any Hedge Transactions with respect to interest rates other than (i) Hedge Transactions effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Hedge Transactions of Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Credit Parties’ consolidated Debt for borrowed money which bears interest at a floating rate, and (ii) Hedge Transactions that have the effect of unwinding or reducing, in whole or in part, Hedge Transactions permitted under the preceding clause (i).
(d) Borrower will not, nor will Borrower permit any other Credit Loan Party to, enter into any commodity, interest rate, currency or other swap, option, collar or other derivative transaction pursuant to which any Credit Party speculates on the movement of commodity prices, securities prices, interest rates, financial markets, currency markets or other items; provided that, nothing contained in this Section 9.10(d) shall prohibit any Credit Party from (i) entering into Hedge Transactions otherwise permitted by this Section 9.10, or (ii) making Permitted Investments.
(e) Borrower will not, and will not permit any Restricted Subsidiary to, terminate or monetize any Oil and Gas Hedge Transaction (i) except in the ordinary course of business (and not for speculative purposes) and (ii) with a counterparty with a rating of its senior, unsecured, long-term indebtedness for borrowed money that is not guaranteed by any other Person or subject to any other credit enhancement of lower than “BBB-” or “Baa3” by S&P and Xxxxx’x, respectively.”
F. Schedule 2.1 to the extent such terminations are permitted pursuant to Section 9.5.
(f) In no event shall any Hedge U.S. Credit Agreement contain any requirement, agreement or covenant for Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Hedge Agreement other than pursuant is hereby amended by replacing Schedule 2.1 to the Loan PapersU.S. Credit Agreement with Schedule 2.1 – U.S. Credit Agreement to this Amendment.
(g) For purposes of entering into, maintaining or adjusting Hedge Agreements or Hedge Transactions under Section 9.10(a) and Section 9.10(b), respectively, forecasts of reasonably anticipated production attributable to Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests as set forth on the most recent Reserve Report delivered pursuant to the terms of this Agreement shall be revised to account for any increase or decrease in forecasted production that is anticipated because of information obtained by Borrower or any of its Restricted Subsidiaries subsequent to the publication of such Reserve Report including forecasts of production decline rates for existing xxxxx received by any Credit Party from the applicable operators of the oil and gas properties comprising the Credit Party’s Mineral Interests and additions to or deletions from anticipated future production from new xxxxx and completed acquisitions coming on stream or failing to come on stream.
(h) Notwithstanding anything to the contrary contained in this Agreement, Borrower will not, and will not permit any Restricted Subsidiary to, enter into any Hedge Agreement unless Borrower is a Qualified ECP Guarantor at such time.
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Samples: Combined Credit Agreements (Quicksilver Resources Inc)
Hedge Transactions. (a) Borrower will not, nor will Borrower permit any other Credit Party to, enter into any Oil and Gas Hedge Transactions (i) with a duration longer than five years after the end of the month during which the applicable Oil and Gas Hedge Transaction is entered into, (ii) with any Person other than a Person that is an Approved Counterparty at the time such Oil and Gas Hedge Transaction is entered into, or (iii) the notional volumes for which (when aggregated or netted, as appropriate, with other Oil and Gas Hedge Transactions then in effect other than basis differential swaps on volumes already hedged pursuant to other Hedge Agreements) exceed, as of the date such Oil and Gas Hedge Transaction is entered into, 85% of the reasonably anticipated projected production (as such production is projected in the most recent Reserve Report delivered pursuant to the terms of this Agreement and otherwise determined as described in Section 9.10(g)) attributable to Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests for each month during the period of such Oil and Gas Hedge Transaction.
(b) If, after the end of any calendar quarter, Borrower determines that the aggregate weighted average of the notional volumes of all Oil and Gas Hedge Transactions for such calendar quarter (other than basis differential swaps on volumes already hedged pursuant to other Oil and Gas Hedge Transactions) exceeded 100% of actual production of Hydrocarbons attributable to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests in such calendar quarter, then Borrower (i) shall promptly notify Administrative Agent of such determination and (ii) shall, no later than 30 days after such notice, terminate (only to the extent such terminations are permitted pursuant to Section 9.5), create off-setting positions, or otherwise unwind or monetize (only to the extent such unwinds or monetizations are permitted pursuant to Section 9.5) existing Oil and Gas Hedge Transactions such that, at such time, future hedging volumes will not exceed 100% of reasonably anticipated projected production attributable to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests for the then-then- current and any succeeding calendar quarters.
(c) Borrower will not, nor will Borrower permit any other Credit Party to, enter into or permit to exist any Hedge Transactions with respect to interest rates other than (i) Hedge Transactions effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Hedge Transactions of Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Credit Parties’ consolidated Debt for borrowed money which bears interest at a floating rate, and (ii) Hedge Transactions that have the effect of unwinding or reducing, in whole or in part, Hedge Transactions permitted under the preceding clause (i).
(d) Borrower will not, nor will Borrower permit any other Credit Party to, enter into any commodity, interest rate, currency or other swap, option, collar or other derivative transaction pursuant to which any Credit Party speculates on the movement of commodity prices, securities prices, interest rates, financial markets, currency markets or other items; provided that, nothing contained in this Section 9.10(d) shall prohibit any Credit Party from (i) entering into Hedge Transactions otherwise permitted by this Section 9.10, or (ii) making Permitted Investments.
(e) Borrower will not, and will not permit any Restricted Subsidiary to, terminate or monetize any Oil and Gas Hedge Transaction except to the extent such terminations are permitted pursuant to Section 9.5.
(f) In no event shall any Hedge Agreement contain any requirement, agreement or covenant for Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Hedge Agreement other than pursuant to the Loan Papers.
(g) For purposes of entering into, maintaining or adjusting Hedge Agreements or Hedge Transactions under Section 9.10(a) and Section 9.10(b), respectively, forecasts of reasonably anticipated production attributable to Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests as set forth on the most recent Reserve Report delivered pursuant to the terms of this Agreement shall be revised to account for any increase or decrease in forecasted production that is anticipated because of information obtained by Borrower or any of its Restricted Subsidiaries subsequent to the publication of such Reserve Report including forecasts of production decline rates for existing xxxxx received by any Credit Party from the applicable operators of the oil and gas properties comprising the Credit Party’s Mineral Interests and additions to or deletions from anticipated future production from new xxxxx and completed acquisitions coming on stream or failing to come on stream.
(h) Notwithstanding anything to the contrary contained in this Agreement, Borrower will not, and will not permit any Restricted Subsidiary to, enter into any Hedge Agreement unless Borrower is a Qualified ECP Guarantor at such time.
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Hedge Transactions. The Borrower will not enter into, and the Borrower will not permit any of its Subsidiaries to enter into, any Commodity Hedge Transaction or Interest Hedge Transactions, or in any manner be liable on any Commodity Hedge Transaction or Interest Hedge Agreement, except:
(a) Borrower will not, nor will Borrower permit any other Credit Party to, enter into any Oil and Gas Commodity Hedge Transactions entered into with the purpose and effect of fixing pricing on oil and/or gas expected to be produced by any Loan Party, provided that at all times: (i1) no such contract fixes a price for a term of more than twenty-four (24) months unless approved in writing by the Required Banks not to be unreasonably withheld; (2) the aggregate monthly production covered by all such contracts (determined, in the case of contracts that are not settled on a monthly basis, by a monthly proration acceptable to the Required Banks) for any single month does not in the aggregate exceed seventy-five percent (75%) of Loan Parties' aggregate projected oil and gas production from Proved Developed Producing Hydrocarbon Reserves anticipated to be sold in the ordinary course of the Loan Parties' businesses for such month, (3) no such contract requires any Loan Party to put up any security against the event of its nonperformance other than letters of credit or deposits of money prior to actual default by such Loan Party in performing its obligations thereunder permitted by SECTION 7.7(F) and (4) each such contract shall be either in existence as of the Closing Date or with a duration longer than five years after the end Bank or any Affiliate of such Bank, Enron Risk Management Services Corp. (so long as Enron Corporation, its corporate parent, has investment grade-rated long-term obligations by Standard & Poor's Corporation or Moody's Investors Services), or with a counterparty or have a guarantxx xx xhe obligation of the month during which the applicable Oil and Gas Hedge Transaction is entered intocounterparty who, (ii) with any Person other than a Person that is an Approved Counterparty at the time such Oil and Gas Hedge Transaction the contract is entered intomade, has long-term obligations rated AA or Aa2 or better, respectively, by Standard & Poor's Corporation or Moody's Investors Services, Inc. (iiior a successor credit rating agency) xx xxproved in writing by the notional volumes for which (when aggregated or netted, as appropriate, with other Oil and Gas Hedge Transactions then in effect other than basis differential swaps on volumes already hedged pursuant to other Hedge Agreements) exceed, as of the date such Oil and Gas Hedge Transaction is entered into, 85% of the reasonably anticipated projected production (as such production is projected in the most recent Reserve Report delivered pursuant to the terms of this Agreement and otherwise determined as described in Section 9.10(g)) attributable to Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests for each month during the period of such Oil and Gas Hedge TransactionRequired Banks.
(b) If, after Interest Hedge Agreements entered into with the end purpose and effect of any calendar quarter, Borrower determines that the aggregate weighted average of the notional volumes of all Oil and Gas Hedge Transactions for such calendar quarter (other than basis differential swaps on volumes already hedged pursuant to other Oil and Gas Hedge Transactions) exceeded 100% of actual production of Hydrocarbons attributable to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests in such calendar quarter, then Borrower (i) shall promptly notify Administrative Agent of such determination and (ii) shall, no later than 30 days after such notice, terminate (only to the extent such terminations are permitted pursuant to Section 9.5), create off-setting positions, or otherwise unwind or monetize (only to the extent such unwinds or monetizations are permitted pursuant to Section 9.5) existing Oil and Gas Hedge Transactions such that, at such time, future hedging volumes will not exceed 100% of reasonably anticipated projected production attributable to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests for the then-current and any succeeding calendar quarters.
(c) Borrower will not, nor will Borrower permit any other Credit Party to, enter into or permit to exist any Hedge Transactions with respect to fixing interest rates other than (i) Hedge Transactions effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Hedge Transactions of Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding on a principal amount of indebtedness of the Credit Parties’ consolidated Debt for borrowed money which bears Borrower that is accruing interest at a floating variable rate, provided that (1) the aggregate notional amount of such contracts never exceeds eighty percent (80%) of the anticipated outstanding principal balance of the indebtedness of the Borrower to be hedged by such contracts or an average of such principal balances calculated using a generally accepted method of matching interest swap contracts to declining principal balances, (2) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness of the Borrower to be hedged by such contract and (ii3) Hedge Transactions that each such contract shall be with a Bank or an Affiliate of such Bank or with a counterparty or have a guarantor of the effect obligation of unwinding the counterparty who, at the time the contract is made, has long-term obligations rated AA or reducing, in whole Aa2 or in part, Hedge Transactions permitted under the preceding clause (i).
(d) Borrower will not, nor will Borrower permit any other Credit Party to, enter into any commodity, interest rate, currency or other swap, option, collar or other derivative transaction pursuant to which any Credit Party speculates on the movement of commodity prices, securities prices, interest rates, financial markets, currency markets or other items; provided that, nothing contained in this Section 9.10(d) shall prohibit any Credit Party from (i) entering into Hedge Transactions otherwise permitted by this Section 9.10, or (ii) making Permitted Investments.
(e) Borrower will not, and will not permit any Restricted Subsidiary to, terminate or monetize any Oil and Gas Hedge Transaction except to the extent such terminations are permitted pursuant to Section 9.5.
(f) In no event shall any Hedge Agreement contain any requirement, agreement or covenant for Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Hedge Agreement other than pursuant to the Loan Papers.
(g) For purposes of entering into, maintaining or adjusting Hedge Agreements or Hedge Transactions under Section 9.10(a) and Section 9.10(b)better, respectively, forecasts of reasonably anticipated production attributable to Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests as set forth on the most recent Reserve Report delivered pursuant to the terms of this Agreement shall be revised to account for any increase by Standard & Poor's Corporation or decrease in forecasted production that is anticipated because of information obtained by Borrower Moody's Investors Services, Inc. (or any of its Restricted Subsidiaries subsequent to the publication of such Reserve Report including forecasts of production decline rates for existing xxxxx received by any Credit Party from the applicable operators of the oil and gas properties comprising the Credit Party’s Mineral Interests and additions to or deletions from anticipated future production from new xxxxx and completed acquisitions coming on stream or failing to come on streama successor credit rating agency).
(h) Notwithstanding anything to the contrary contained in this Agreement, Borrower will not, and will not permit any Restricted Subsidiary to, enter into any Hedge Agreement unless Borrower is a Qualified ECP Guarantor at such time.
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Hedge Transactions. (a) Neither Borrower will not, nor will Borrower permit any other Credit Party to, of its Restricted Subsidiaries shall enter into any Oil and Gas Hedge Transactions (i) with a duration longer than five years after the end of the month during which the applicable Oil and Gas Hedge Transaction is entered into, (ii) with any Person other than a Person that is an Approved Counterparty at the time such Oil and Gas Hedge Transaction is entered into, or (iii) the notional volumes for which (when aggregated or netted, as appropriate, with other Oil and Gas Hedge Transactions then in effect other than basis differential swaps on volumes already hedged pursuant to other Hedge Agreements) exceed, as of the date such Oil and Gas Hedge Transaction is entered into, 85% of the reasonably anticipated projected production (as such production is projected in the most recent Reserve Report delivered pursuant to the terms of this Agreement and otherwise determined as described in Section 9.10(g)) attributable to Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests for each month during the period of such Oil and Gas Hedge Transaction.
(b) If, after the end of any calendar quarter, Borrower determines that the aggregate weighted average of the notional volumes of all Oil and Gas Hedge Transactions for such calendar quarter (other than basis differential swaps on volumes already hedged pursuant to other Oil and Gas Hedge Transactions) exceeded 100% of actual production of Hydrocarbons attributable to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests in such calendar quarter, then Borrower (i) shall promptly notify Administrative Agent of such determination and (ii) shall, no later than 30 days after such notice, terminate (only to the extent such terminations are permitted pursuant to Section 9.5), create off-setting positions, or otherwise unwind or monetize (only to the extent such unwinds or monetizations are permitted pursuant to Section 9.5) existing Oil and Gas Hedge Transactions such that, at such time, future hedging volumes will not exceed 100% of reasonably anticipated projected production attributable to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests for the then-current and any succeeding calendar quarters.
(c) Borrower will not, nor will Borrower permit any other Credit Party to, enter into or permit to exist any Hedge Transactions with respect to interest rates other than (i) Hedge Transactions effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Hedge Transactions of exception that Borrower and its Restricted Subsidiaries then may enter into Hedge Transactions as long as (a) (i) the aggregate notional volume of oil which is the subject of oil Hedge Transactions in effect effectively converting interest rates from floating to fixed) do existence at any time does not exceed seventy-five percent (75% %) of Borrower's and its Restricted Subsidiaries' anticipated production of oil from proved, developed producing reserves during the then outstanding principal amount entire term of the Credit Parties’ consolidated Debt for borrowed money which bears interest at a floating ratesuch existing Hedge Transactions, and (ii) the notional volume of oil with respect to which a settlement is required on a particular settlement date under such oil Hedge Transactions that have shall not exceed (A) ninety percent (90%) of Borrower's and its Restricted Subsidiaries anticipated production of oil from proved, developed producing reserves for the effect period (a "Settlement Period") from the immediately preceding settlement date under any oil Hedge Transaction (or the commencement of unwinding such Hedge Transaction in the event there is no prior settlement date) to such settlement date in the case of any Settlement Period ending on or reducingprior to April 30, in whole or in part, Hedge Transactions permitted under the preceding clause (i).
(d) Borrower will not, nor will Borrower permit any other Credit Party to, enter into any commodity, interest rate, currency or other swap, option, collar or other derivative transaction pursuant to which any Credit Party speculates on the movement of commodity prices, securities prices, interest rates, financial markets, currency markets or other items; provided that, nothing contained in this Section 9.10(d) shall prohibit any Credit Party from (i) entering into Hedge Transactions otherwise permitted by this Section 9.10, or (ii) making Permitted Investments.
(e) Borrower will not1997, and will not permit any Restricted Subsidiary to, terminate or monetize any Oil and Gas Hedge Transaction except to the extent such terminations are permitted pursuant to Section 9.5.
(fB) In no event shall any Hedge Agreement contain any requirement, agreement or covenant for Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Hedge Agreement other than pursuant to the Loan Papers.
seventy five percent (g75%) For purposes of entering into, maintaining or adjusting Hedge Agreements or Hedge Transactions under Section 9.10(a) and Section 9.10(b), respectively, forecasts of reasonably anticipated production attributable to Borrower’s 's and its Restricted Subsidiaries’ Proved Mineral Interests as set forth on the most recent Reserve Report delivered pursuant to the terms ' anticipated production of this Agreement shall be revised to account oil from proved, developed producing reserves for any increase or decrease Settlement Period thereafter, and (b) (i) the aggregate notional volume of gas which is the subject of gas Hedge Transactions in forecasted production that is anticipated because existence at any time does not exceed seventy-five percent (75%) of information obtained by Borrower or any of Borrower's and its Restricted Subsidiaries subsequent to Subsidiaries' anticipated production of gas from proved, developed producing reserves during the publication entire term of such Reserve Report including forecasts of production decline rates for existing xxxxx received by any Credit Party from the applicable operators of the oil and gas properties comprising the Credit Party’s Mineral Interests and additions to or deletions from anticipated future production from new xxxxx and completed acquisitions coming on stream or failing to come on stream.
(h) Notwithstanding anything to the contrary contained in this Agreement, Borrower will notHedge Transactions, and will (ii) the notional volume of gas with respect to which a settlement is required on a particular settlement date under such gas Hedge Transactions shall not permit exceed (A) ninety percent (90%) of Borrower's and its Restricted Subsidiaries' anticipated production of gas from proved, developed producing reserves for the Settlement Period ending on such settlement date in the case of any Settlement Period ending on or prior to April 30, 1997, and (B) seventy five percent (75%) of Borrower's and its Restricted Subsidiary toSubsidiaries' anticipated production of gas from proved, enter into developed producing reserves for any Hedge Agreement unless Borrower is a Qualified ECP Guarantor at such timeSettlement Period thereafter.
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Hedge Transactions. (a) Borrower will not, nor will Borrower permit any other Credit Party to, enter Enter into any Oil Hedge Transaction other than Hedge Transactions entered into on any date with an Approved Counterparty related to bona fide (and Gas not speculative) hedging activities of the Borrower or other Loan Parties with respect to which the aggregate notional volumes covered thereby do not exceed, when aggregated and netted with all other Hedge Transactions (other than “put” options) of the Borrower and the other Loan Parties then in effect, (i) with a duration longer than five years for any calendar month during the period from the then-current date until thirty-six full calendar months after the end of the month during which the applicable Oil and Gas Hedge Transaction is entered into, (ii) with any Person other than a Person that is an Approved Counterparty at the time such Oil and Gas Hedge Transaction is entered into, or (iii) the notional volumes for which (when aggregated or netted, as appropriate, with other Oil and Gas Hedge Transactions then in effect other than basis differential swaps on volumes already hedged pursuant to other Hedge Agreements) exceed, as of the date such Oil and Gas Hedge Transaction is entered intothen-current date, 85% of the Borrower’s and the other Loan Parties’ reasonably anticipated projected production of crude oil (as such production is projected in for crude oil related Hedge Transactions), and 85% of the most recent Reserve Report delivered pursuant to the terms of this Agreement and otherwise determined as described in Section 9.10(g)) attributable to Borrower’s and its Restricted Subsidiariesthe other Loan Parties’ Proved Mineral Interests reasonably anticipated projected production of natural gas (for each natural gas related Hedge Transactions), and (ii) for any calendar month during the period from the date that is thirty-seven full calendar months after the then-current date to the date that is sixty (60) full calendar months after the then-current date, 75% of the Borrower’s and the other Loan Parties’ reasonably anticipated projected production of crude oil (for crude oil related Hedge Transactions), and 75% of the Borrower’s and the other Loan Parties’ reasonably anticipated projected production of natural gas (for natural gas related Hedge Transactions), in each case, for such calendar month, from the Borrower’s and the other Loan Parties’ Oil and Gas Properties constituting Proved Developed Producing Reserves. It is understood that commodity Hedge TransactionTransaction that may, from time to time, “hedge” the same volumes, but different elements of commodity risk thereof (e.g., commodity price risk versus basis risk), shall not be aggregated together when calculating the foregoing limitations on notional volumes. Notwithstanding anything to the contrary in this Section 7.12, there shall be no prohibition under this Agreement or any other Loan Document against the Borrower or any other Loan Party entering into “put” options not otherwise prohibited hereunder, in each case, so long as such agreements are entered into with an Approved Counterparty in the ordinary course of business for the purpose of hedging against fluctuations of commodity prices. In no event shall any Hedge Transaction contain any requirement, agreement or covenant for a Loan Party to post collateral or margin to secure their obligations under such Hedge Transaction or to cover market exposures except to the extent provided pursuant to the Loan Documents.
(b) If, after the end of any calendar quartermonth, the Borrower determines that the aggregate weighted average of the notional volumes volume of all Oil and Gas commodity Hedge Transactions for which settlement payments were calculated in such calendar quarter (other than basis differential swaps on volumes already hedged pursuant to other Oil and Gas Hedge Transactions) month exceeded 100% of actual production of Hydrocarbons attributable to Borrower’s crude oil and its Restricted Subsidiaries’ Proved Producing Mineral Interests natural gas, calculated separately, in such calendar quartermonth, then the Borrower shall, or shall cause one or more other Loan Parties to, within thirty (i30) shall promptly notify Administrative Agent days of such determination determinations, and (ii) shallfollowing the written request of the Administrative Agent, no later than 30 days after such notice, terminate (only to the extent such terminations are permitted pursuant to Section 9.5)terminate, create off-setting positions, allocate volumes to other production for which the Borrower and the other Loan Parties are marketing, or otherwise unwind or monetize (only to the extent such unwinds or monetizations are permitted pursuant to Section 9.5) existing Oil and Gas Hedge Transactions such that, at such time, future hedging volumes will do not exceed 100% of reasonably anticipated projected production attributable to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests for the then-current and any succeeding calendar quartersmonths.
(c) For purposes of clauses (a), and (b) of this Section 7.12, forecasts of projected production shall equal the projections for Proved Developed Producing Reserves of each crude oil and natural gas set out in the most recent Engineering Report delivered to the Administrative Agent, as revised in good faith to account for any increase or reductions therein anticipated based on information obtained by the Borrower will notsubsequent to the publication of the such Engineering Report, nor will Borrower permit any other Credit Party toincluding the Parent’s or the Borrower’s internal forecasts of production decline rates for existing xxxxx and additions to or deletions from anticipated future production from new xxxxx and acquisitions coming on stream or failing to come on stream and Dispositions of Oil and Gas Properties, enter into each as reflected in a separate or permit supplemental Engineering Report delivered to exist any the Administrative Agent and otherwise satisfactory to the Administrative Agent.
(d) Hedge Transactions with in respect to of interest rates other than with an Approved Counterparty, as follows: (i) Hedge Transactions effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Hedge Transactions of the Parent, the Borrower and the other Loan Parties then in effect effectively converting interest rates from fixed to floating) do not exceed 100% of the then outstanding principal amount of the Loan Parties’ Indebtedness for borrowed money that bears interest at a fixed rate and (ii) Hedge Transactions effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Hedge Transactions of the Parent, the Borrower and its Restricted Subsidiaries the other Loan Parties then in effect effectively converting interest rates from floating to fixed) do not exceed 75100% of the then outstanding principal amount of the Credit Loan Parties’ consolidated Debt Indebtedness for borrowed money which that bears interest at a floating rate, and (ii) Hedge Transactions that have the effect of unwinding or reducing, in whole or in part, Hedge Transactions permitted under the preceding clause (i).
(d) Borrower will not, nor will Borrower permit any other Credit Party to, enter into any commodity, interest rate, currency or other swap, option, collar or other derivative transaction pursuant to which any Credit Party speculates on the movement of commodity prices, securities prices, interest rates, financial markets, currency markets or other items; provided that, nothing contained in this Section 9.10(d) shall prohibit any Credit Party from (i) entering into Hedge Transactions otherwise permitted by this Section 9.10, or (ii) making Permitted Investments.
(e) Borrower will not, and will not permit any Restricted Subsidiary to, terminate or monetize any Oil and Gas Hedge Transaction except to the extent such terminations are permitted pursuant to Section 9.5.
(f) In no event shall any Hedge Agreement contain any requirement, agreement or covenant for Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Hedge Agreement other than pursuant to the Loan Papers.
(g) For purposes of entering into, maintaining or adjusting Hedge Agreements or Hedge Transactions under Section 9.10(a) and Section 9.10(b), respectively, forecasts of reasonably anticipated production attributable to Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests as set forth on the most recent Reserve Report delivered pursuant to the terms of this Agreement shall be revised to account for any increase or decrease in forecasted production that is anticipated because of information obtained by Borrower or any of its Restricted Subsidiaries subsequent to the publication of such Reserve Report including forecasts of production decline rates for existing xxxxx received by any Credit Party from the applicable operators of the oil and gas properties comprising the Credit Party’s Mineral Interests and additions to or deletions from anticipated future production from new xxxxx and completed acquisitions coming on stream or failing to come on stream.
(h) Notwithstanding anything to the contrary contained in this Agreement, Borrower will not, and will not permit any Restricted Subsidiary to, enter into any Hedge Agreement unless Borrower is a Qualified ECP Guarantor at such time.
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Hedge Transactions. (a) Borrower will not, nor will Borrower permit any other Credit Party to, enter into any Oil and Gas Hedge Transactions (i) with a duration longer than five years after the end of the month during which the applicable Oil and Gas Hedge Transaction is entered into, (ii) with any Person other than a Person that is an Approved Counterparty at the time such Oil and Gas Hedge Transaction is entered into, or (iii) the notional volumes for which (when aggregated or netted, as appropriate, with other Oil and Gas Hedge Transactions then in effect other than basis differential swaps on volumes already hedged pursuant to other Hedge Agreements) exceed, as of the date such Oil and Gas Hedge Transaction is entered into, 85% of the reasonably anticipated projected production (as such production is projected in the most recent Reserve Report delivered pursuant to the terms of this Agreement and otherwise determined as described in Section 9.10(g)) attributable to Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests for each month during the period of such Oil and Gas Hedge Transaction.
(b) If, after the end of any calendar quarter, Borrower determines that the aggregate weighted average of the notional volumes of all Oil and Gas Hedge Transactions for such calendar quarter (other than basis differential swaps on volumes already hedged pursuant to other Oil and Gas Hedge Transactions) exceeded 100% of actual production of Hydrocarbons attributable to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests in such calendar quarter, then Borrower (i) shall promptly notify Administrative Agent of such determination and (ii) shall, no later than 30 days after such notice, terminate (only to the extent such terminations are permitted pursuant to Section 9.5), create off-setting positions, or otherwise unwind or monetize (only to the extent such unwinds or monetizations are permitted pursuant to Section 9.5) existing Oil and Gas Hedge Transactions such that, at such time, future hedging volumes will not exceed 100% of reasonably anticipated projected production attributable to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests for the then-current and any succeeding calendar quarters.
(c) Borrower will not, nor will Borrower permit any other Credit Party to, enter into or permit to exist any Hedge Transactions with respect to interest rates other than (i) Hedge Transactions effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Hedge Transactions of Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Credit Parties’ consolidated Debt for borrowed money which bears interest at a floating rate, and (ii) Hedge Transactions that have the effect of unwinding or reducing, in whole or in part, Hedge Transactions permitted under the preceding clause (i).
(d) Borrower will not, nor will Borrower permit any other Credit Party to, enter into any commodity, interest rate, currency or other swap, option, collar or other derivative transaction pursuant to which any Credit Party speculates on the movement of commodity prices, securities prices, interest rates, financial markets, currency markets or other items; provided that, nothing contained in this Section 9.10(d) shall prohibit any Credit Party from (i) entering into Hedge Transactions otherwise permitted by this Section 9.10, or (ii) making Permitted Investments.
(e) The Borrower will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, terminate or monetize enter into any Hedge Transaction except that the Borrower shall be permitted to enter into, as of any date:
(a) Hedge Transactions (other than “put” contracts and basis differential hedging agreements) with an Approved Counterparty related to bona fide (and not speculative) hedging activities of the Borrower and the other Obligors with respect to which the aggregate notional volumes covered thereby do not exceed during the period from the then-current date until five (5) years after the then-current date, 90% of the Borrower’s and the other Obligor’s projected production of crude oil (for crude oil related Hedge Transactions), and 90% of the Borrower’s and the other Obligor’s projected production of natural gas (for natural gas related Hedge Transactions), in each case, from the Borrower’s and the other Obligor’s Oil and Gas Properties constituting Proved Developed Producing Reserves; provided that notwithstanding the foregoing, in no event shall the aggregate notional volumes covered by such Hedge Transaction except Transactions (calculated separately for crude oil and for natural gas) exceed 100% of the Borrower’s and the other Obligors’ actual production of crude oil and natural gas any calendar month, unless such excess is a result of a production force majeure in such month, in which event the aggregate notional volumes covered by such Hedge Transactions (calculated separately for crude oil and for natural gas) for such month and the next two consecutive calendar months will not exceed 100% of the Borrower’s and the other Obligors’ actual production of crude oil and natural gas for such three consecutive calendar months; provided further that the Borrower may unwind existing Hedge Transactions in order to comply with the extent such terminations are permitted pursuant to Section 9.5.
(f) foregoing proviso. In no event shall any Hedge Agreement contain any requirement, agreement or covenant for the Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Hedge Agreement other than pursuant or to cover market exposures so long as the Loan PapersIndebtedness remains outstanding and the Commitments are not terminated.
(gb) Hedge Transactions with an Approved Counterparty related to interest rates; the notional amounts of which do not exceed 100% of the then outstanding principal amount of the Loans.
(c) Notwithstanding anything to the contrary in this Section 7.2.15, there shall be no prohibition under this Agreement or any other Loan Document against the Borrower or any other Obligor entering into any (x) “put” contracts or (y) basis differential hedging agreements on volumes hedged pursuant to other Hedge Transactions otherwise not prohibited hereunder, in each case, so long as such agreements are entered into with an Approved Counterparty in the ordinary course of business for the purpose of hedging against fluctuations of commodity prices.
(d) No Obligor will enter into any Hedge Transaction other than for the purpose of managing Obligors’ risk and exposure to fluctuations in the levels of commodity prices or interest rates in the future. For purposes of entering into, maintaining or adjusting Hedge Agreements or Hedge Transactions under this Section 9.10(a) and Section 9.10(b), respectively7.2.15, forecasts of reasonably anticipated projected production attributable to Borrower’s and its Restricted Subsidiaries’ shall equal the projections for Proved Mineral Interests as Developed Producing Reserves set forth on out in the most recent Reserve Report delivered pursuant to the terms of this Agreement shall be as revised in good faith to account for any increase or decrease in forecasted production that is reductions therein anticipated because of based on information obtained by the Borrower or any of its Restricted Subsidiaries subsequent to the publication of the such Reserve Report Report, including the Borrower’s internal forecasts of production decline rates for existing xxxxx received by any Credit Party from the applicable operators of the oil and gas properties comprising the Credit Party’s Mineral Interests and additions to or deletions from anticipated future production from new xxxxx and completed acquisitions coming on stream or failing to come on streamstream and acquisitions and dispositions of Oil and Gas Properties.
(h) Notwithstanding anything to the contrary contained in this Agreement, Borrower will not, and will not permit any Restricted Subsidiary to, enter into any Hedge Agreement unless Borrower is a Qualified ECP Guarantor at such time.
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Hedge Transactions. (a) Borrower will not, nor will Borrower permit any other Credit Party to, enter into any Oil and Gas Hedge Transactions (i) with a duration longer than five years after the end of the month during which the applicable Oil and Gas Hedge Transaction is entered intoTransactions shall not have a tenor of greater than thirty-six (36) months, (ii) with in each case measured from the date any Person other than a Person that is an Approved Counterparty at the time such Oil and Gas Hedge Transaction is entered into, or ) which would cause the amount of (iiia) oil which is the notional volumes for which (when aggregated or netted, as appropriate, with other subject of Oil and Gas Hedge Transactions then in effect other than basis differential swaps existence at such time to exceed (i) for the period commencing on volumes already hedged pursuant to other Hedge Agreements) exceed, as of the date such Oil and Gas Hedge Transaction is entered into, 85% of the reasonably anticipated projected production Effective Date (as such defined in the Seventh Amendment) and continuing through and including December 31, 2007 (the “Initial Measurement Period”), one hundred percent (100%) of Borrower’s anticipated production is projected of oil from Proved Producing Mineral Interests (as reflected in the most recent Reserve Report delivered pursuant to the terms of this Agreement and otherwise determined as described in Section 9.10(g)) attributable to Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests for each month during the period of such Oil and Gas Hedge Transaction.
(b) If, after the end of any calendar quarter, Borrower determines that the aggregate weighted average of the notional volumes of all Oil and Gas Hedge Transactions for such calendar quarter (other than basis differential swaps on volumes already hedged pursuant to other Oil and Gas Hedge Transactions) exceeded 100% of actual production of Hydrocarbons attributable to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests in such calendar quarter, then Borrower (i) shall promptly notify Administrative Agent of such determination and (ii) shall, no later than 30 days after such notice, terminate (only to the extent such terminations are permitted pursuant to Section 9.54.1 hereof), create off-setting positions, or otherwise unwind or monetize (only to the extent such unwinds or monetizations are permitted pursuant to Section 9.5) existing Oil and Gas Hedge Transactions such that, at such time, future hedging volumes will not exceed 100% of reasonably anticipated projected production attributable to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests for the then-current and any succeeding calendar quarters.
(c) Borrower will not, nor will Borrower permit any other Credit Party to, enter into or permit to exist any Hedge Transactions with respect to interest rates other than (i) Hedge Transactions effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Hedge Transactions of Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Credit Parties’ consolidated Debt for borrowed money which bears interest at a floating rate, and (ii) Hedge Transactions that have for the effect period commencing on January 1, 2008 and continuing thereafter, eighty percent (80%) of unwinding or reducing, in whole or in part, Hedge Transactions permitted under the preceding clause (i).
(d) Borrower will not, nor will Borrower permit any other Credit Party to, enter into any commodity, interest rate, currency or other swap, option, collar or other derivative transaction pursuant to which any Credit Party speculates on the movement of commodity prices, securities prices, interest rates, financial markets, currency markets or other items; provided that, nothing contained in this Section 9.10(d) shall prohibit any Credit Party from (i) entering into Hedge Transactions otherwise permitted by this Section 9.10, or (ii) making Permitted Investments.
(e) Borrower will not, and will not permit any Restricted Subsidiary to, terminate or monetize any Oil and Gas Hedge Transaction except to the extent such terminations are permitted pursuant to Section 9.5.
(f) In no event shall any Hedge Agreement contain any requirement, agreement or covenant for Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Hedge Agreement other than pursuant to the Loan Papers.
(g) For purposes of entering into, maintaining or adjusting Hedge Agreements or Hedge Transactions under Section 9.10(a) and Section 9.10(b), respectively, forecasts of reasonably Borrower’s anticipated production attributable to Borrower’s and its Restricted Subsidiaries’ of oil from Proved Producing Mineral Interests (as set forth on reflected in the most recent Reserve Report delivered to Administrative Agent pursuant to Section 4.1 hereof), and (b) gas which is the terms subject of this Agreement shall be revised Oil and Gas Hedge Transactions in existence at such time to account exceed (i) for any increase or decrease the Initial Measurement Period, one hundred percent (100%) of Borrower’s anticipated production of gas from Proved Producing Mineral Interests (as reflected in forecasted production that is anticipated because of information obtained by Borrower or any of its Restricted Subsidiaries subsequent to the publication of such most recent Reserve Report including forecasts delivered to Administrative Agent pursuant to Section 4.1 hereof), and (ii) for the period commencing on January 1, 2008 and continuing thereafter, eighty percent (80%) of Borrower’s anticipated production decline rates for existing xxxxx received by any Credit Party of gas from the applicable operators of the oil and gas properties comprising the Credit Party’s Proved Producing Mineral Interests (as reflected in the most recent Reserve Report delivered to Administrative Agent pursuant to Section 4.1 hereof). Promptly upon entering into any Oil and additions to or deletions from anticipated future production from new xxxxx and completed acquisitions coming on stream or failing to come on stream.
(h) Notwithstanding anything to the contrary contained in this AgreementGas Hedge Transaction, Borrower will not, and will not permit any Restricted Subsidiary to, enter into any Hedge Agreement unless Borrower is a Qualified ECP Guarantor at such timeshall provide to each Bank the certificate required by Section 8.1(o) hereof.”
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Hedge Transactions. (a) The Borrower and Operating will not, nor will the Borrower and/or Operating permit any other Credit Party to, enter into any Hedge Transactions other than (i) Oil and Gas Hedge Transactions (i) that would not cause the volume of Hydrocarbons with respect to which a duration longer than five years after the end of the month during which the applicable Oil and Gas Hedge Transaction settlement payment is entered into, (ii) with any Person other than a Person that is an Approved Counterparty at the time calculated under such Oil and Gas Hedge Transactions to exceed seventy-five percent (75%) of the Credit Parties’ anticipated production from Proved Producing Mineral Interests during the period from the immediately preceding settlement date (or the commencement of such Hedge Transaction if there is entered intono prior settlement date) to such settlement date, (ii) the purchase of a floor or put that has the effect of setting a minimum commodity price for up to one hundred percent (100%) of such anticipated production from Proved Producing Mineral Interests (inclusive of any floor or put included in clause (i) of this Section 7.10), (iii) Hedge Transactions effectively converting interest rates from fixed to floating, the notional volumes for amounts of which (when aggregated or netted, as appropriate, with all other Oil and Gas Hedge Transactions of the Borrower and its Restricted Subsidiaries then in effect other than basis differential swaps on volumes already hedged pursuant effectively converting interest rates from fixed to other Hedge Agreementsfloating) exceed, as of the date such Oil and Gas Hedge Transaction is entered into, 85% of the reasonably anticipated projected production (as such production is projected in the most recent Reserve Report delivered pursuant to the terms of this Agreement and otherwise determined as described in Section 9.10(g)) attributable to Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests for each month during the period of such Oil and Gas Hedge Transaction.
(b) If, after the end of any calendar quarter, Borrower determines that the aggregate weighted average of the notional volumes of all Oil and Gas Hedge Transactions for such calendar quarter (other than basis differential swaps on volumes already hedged pursuant to other Oil and Gas Hedge Transactions) exceeded 100% of actual production of Hydrocarbons attributable to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests in such calendar quarter, then Borrower (i) shall promptly notify Administrative Agent of such determination and (ii) shall, no later than 30 days after such notice, terminate (only to the extent such terminations are permitted pursuant to Section 9.5), create off-setting positions, or otherwise unwind or monetize (only to the extent such unwinds or monetizations are permitted pursuant to Section 9.5) existing Oil and Gas Hedge Transactions such that, at such time, future hedging volumes will do not exceed 100% of reasonably anticipated projected production attributable to the then outstanding principal amount of the Borrower’s Debt for borrowed money which bears interest at a fixed rate and its Restricted Subsidiaries’ Proved Producing Mineral Interests for the then-current and any succeeding calendar quarters.
(c) Borrower will not, nor will Borrower permit any other Credit Party to, enter into or permit to exist any Hedge Transactions with respect to interest rates other than (iiv) Hedge Transactions effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Hedge Transactions of the Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75100% of the then outstanding principal amount of the Credit Parties’ consolidated Borrower’s Debt for borrowed money which bears interest at a floating rate, and (ii) Hedge Transactions that have the effect of unwinding or reducing, in whole or in part, Hedge Transactions permitted under the preceding clause (i).
(d) Borrower will not, nor will Borrower permit any other Credit Party to, enter into any commodity, interest rate, currency or other swap, option, collar or other derivative transaction pursuant to which any Credit Party speculates on the movement of commodity prices, securities prices, interest rates, financial markets, currency markets or other items; provided that, nothing contained in this Section 9.10(d) shall prohibit any Credit Party from (i) entering into Hedge Transactions otherwise permitted by this Section 9.10, or (ii) making Permitted Investments.
(e) Borrower will not, and will not permit any Restricted Subsidiary to, terminate or monetize any Oil and Gas Hedge Transaction except to the extent such terminations are permitted pursuant to Section 9.5.
(f) In no event shall any Hedge Agreement contain any requirement, agreement or covenant for Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Hedge Agreement other than pursuant to the Loan Papers.
(g) For purposes of entering into, maintaining or adjusting Hedge Agreements or Hedge Transactions under Section 9.10(a) and Section 9.10(b), respectively, forecasts of reasonably anticipated production attributable to Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests as set forth on the most recent Reserve Report delivered pursuant to the terms of this Agreement shall be revised to account for any increase or decrease in forecasted production that is anticipated because of information obtained by Borrower or any of its Restricted Subsidiaries subsequent to the publication of such Reserve Report including forecasts of production decline rates for existing xxxxx received by any Credit Party from the applicable operators of the oil and gas properties comprising the Credit Party’s Mineral Interests and additions to or deletions from anticipated future production from new xxxxx and completed acquisitions coming on stream or failing to come on stream.
(h) Notwithstanding anything to the contrary contained in this Agreement, Borrower will not, and will not permit any Restricted Subsidiary to, enter into any Hedge Agreement unless Borrower is a Qualified ECP Guarantor at such time.
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Hedge Transactions. (a) The Borrower will not, nor and will Borrower not permit any other Credit Party of its Restricted Subsidiaries to, enter into any commodity Hedge Transaction except that the Borrower or other Loan Party shall be permitted to enter into, as of any date, commodity Hedge Transactions with an Approved Counterparty related to bona fide (and not speculative) hedging activities of the Borrower or other Loan Party with respect to which the aggregate notional volumes covered thereby do not exceed, when aggregated and netted with all other commodity Hedge Transactions (other than “put” options) of the Borrower and the other Loan Parties then in effect, for any month during the period from the then-current date until five (5) years after the then-current date, 85% of the Borrower’s and the other Loan Parties’ reasonably anticipated projected production of crude oil (for crude oil related Hedge Transactions), and 85% of the Borrower’s and the other Loan Parties’ reasonably anticipated projected production of natural gas (for natural gas related Hedge Transactions), in each case, for such month, from the Borrower’s and the other Loan Parties’ Oil and Gas Properties constituting proved developed producing reserves. 144
(b) It is understood that commodity Hedge Transactions that may, from time to time, “hedge” the same volumes, but different elements of commodity risk thereof (e.g., commodity price risk versus basis risk), shall not be aggregated together when calculating the foregoing limitations on notional volumes.
(c) Notwithstanding anything to the contrary in this Section 9.18, there shall be no prohibition under this Agreement or any other Loan Document against the Borrower or any other Loan Party entering into purchased “put” options not otherwise prohibited hereunder, in each case, so long as such agreements are entered into with an Approved Counterparty in the ordinary course of business for the purpose of hedging against fluctuations of commodity prices.
(d) Neither the Borrower nor any Restricted Subsidiary will enter into any Hedge Transaction for the purpose of speculation (whether with respect to the levels of commodity prices in the future or otherwise).
(e) In no event shall any Swap Agreement contain any requirement, agreement or covenant for the Borrower or any Restricted Subsidiary to post collateral, credit support (including a letter of credit) or margin to secure their obligations under such Swap Agreement or to cover market exposures; provided that this sentence shall not (i) prevent a Lender Swap Provider from requiring the obligations under its Swap Agreement with a duration longer than five years after any Loan Party to be secured by the end of Liens granted to the month during which Administrative Agent under the applicable Oil and Gas Hedge Transaction is entered intoSecurity Instruments, or (ii) prohibit any Loan Party from being party to any Swap Agreement with an Approved Counterparty that contains a requirement, agreement or covenant for any Person other than a Person that is an Approved Counterparty at Loan Party to post collateral, credit support (including a letter of credit) or margin to secure such Loan Party’s obligations under such Swap Agreement or to cover market exposures.
(f) Neither the time such Oil and Gas Borrower nor any of its Restricted Subsidiaries shall enter into any Hedge Transaction with a term longer than 60 months from the date such transaction is entered into, or (iii) the notional volumes for which (when aggregated or netted, as appropriate, with other Oil and Gas Hedge Transactions then in effect other than basis differential swaps on volumes already hedged pursuant to other Hedge Agreements) exceed, as of the date such Oil and Gas Hedge Transaction is entered into, 85% of the reasonably anticipated projected production (as such production is projected in the most recent Reserve Report delivered pursuant to the terms of this Agreement and otherwise determined as described in Section 9.10(g)) attributable to Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests for each month during the period of such Oil and Gas Hedge Transaction.
(bg) If, after the end of any calendar quartermonth, the Borrower determines that the aggregate weighted average of the notional volumes volume of all Oil and Gas commodity Hedge Transactions for which settlement payments were calculated in such calendar quarter (other than basis differential swaps on volumes already hedged pursuant to other Oil and Gas Hedge Transactions) month exceeded 100% of actual production of Hydrocarbons attributable to Borrower’s crude oil and its Restricted Subsidiaries’ Proved Producing Mineral Interests natural gas, calculated separately, in such calendar quartermonth, then the Borrower shall, or shall cause one or more other Loan Parties to, within twenty (i20) shall promptly notify Administrative Agent Business Days of such determination and (ii) shall, no later than 30 days after such notice, terminate (only to the extent such terminations are permitted pursuant to Section 9.5)determinations terminate, create off-setting positions, allocate volumes to other production for which the Borrower and the other Loan Parties are marketing, or otherwise unwind or monetize (only to the extent such unwinds or monetizations are permitted pursuant to Section 9.5) existing Oil and Gas commodity Hedge Transactions such that, at such time, future hedging volumes will not exceed 100% of reasonably anticipated projected production attributable to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests for the then-current and any succeeding calendar quartersmonths.
(ch) The Borrower will not, nor and will Borrower not permit any other Credit Party of its Restricted Subsidiaries to, enter into or permit to exist any Hedge Transactions with in respect to of interest rates other than with an Approved Counterparty, 145 except as follows: (i) Hedge Transactions effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Hedge Transactions of the Borrower and the other Loan Parties then in effect effectively converting interest rates from fixed to floating) do not exceed 100% of the then outstanding principal amount of the Loan Parties’ Indebtedness for borrowed money that bears interest at a fixed rate and (ii) Hedge Transactions effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Hedge Transactions of the Borrower and its Restricted Subsidiaries the other Loan Parties then in effect effectively converting interest rates from floating to fixed) do not exceed 75100% of the then outstanding principal amount of the Credit Loan Parties’ consolidated Debt Indebtedness for borrowed money which that bears interest at a floating rate, and (ii) Hedge Transactions that have the effect of unwinding or reducing, in whole or in part, Hedge Transactions permitted under the preceding clause (i).
(d) Borrower will not, nor will Borrower permit any other Credit Party to, enter into any commodity, interest rate, currency or other swap, option, collar or other derivative transaction pursuant to which any Credit Party speculates on the movement of commodity prices, securities prices, interest rates, financial markets, currency markets or other items; provided that, nothing contained in this Section 9.10(d) shall prohibit any Credit Party from (i) entering into Hedge Transactions otherwise permitted by this Section 9.10, or (ii) making Permitted Investments.
(e) Borrower will not, and will not permit any Restricted Subsidiary to, terminate or monetize any Oil and Gas Hedge Transaction except to the extent such terminations are permitted pursuant to Section 9.5.
(f) In no event shall any Hedge Agreement contain any requirement, agreement or covenant for Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Hedge Agreement other than pursuant to the Loan Papers.
(g) . For purposes of entering into, maintaining or adjusting Hedge Agreements or Hedge Transactions under this Section 9.10(a) and Section 9.10(b), respectively9.18, forecasts of reasonably anticipated projected production attributable to Borrower’s shall equal the projections for proved developed producing reserves of each crude oil and its Restricted Subsidiaries’ Proved Mineral Interests as natural gas set forth on out in the most recent Reserve Report delivered pursuant to the terms of this Agreement shall be Administrative Agent as revised in good faith to account for any increase or decrease in forecasted production that is reductions therein anticipated because of based on information obtained by the Borrower or any of its Restricted Subsidiaries subsequent to the publication of the such Reserve Report Report, including the Borrower’s internal forecasts of production decline rates for existing xxxxx received by any Credit Party from the applicable operators of the oil and gas properties comprising the Credit Party’s Mineral Interests and additions to or deletions from anticipated future production from new xxxxx and completed acquisitions coming on stream or failing to come on stream.
(h) Notwithstanding anything stream and Dispositions of Oil and Gas Properties, each as reflected in a separate or supplemental Reserve Report delivered to the contrary contained in this Agreement, Borrower will not, Administrative Agent and will not permit any Restricted Subsidiary to, enter into any Hedge Agreement unless Borrower is a Qualified ECP Guarantor at such timeotherwise satisfactory to the Administrative Agent.
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Hedge Transactions. (a) The Borrower will shall not, nor will Borrower and shall not permit any other Credit Party of its Restricted Subsidiaries to, enter into any Oil and Gas Hedge Transactions other than:
(i) Hedge Transactions with a duration longer than five years after respect to interest rates that are entered into in the end ordinary course of business and not for purposes of speculation that (A) result in any Indebtedness of the month during which Borrower or any of its Restricted Subsidiaries that is subject to a floating interest rate to be effectively subject to a fixed interest rate or that otherwise mitigate or minimize the Borrower’s or such Restricted Subsidiary’s exposure to fluctuations in the applicable Oil and Gas floating interest rate, (B) at the time each such Hedge Transaction is entered into, do not cause the aggregate notional amount of all outstanding Hedge Transactions with respect to interest rates to exceed one hundred percent (100%) of the then outstanding principal balance of such floating rate Indebtedness, (C) do not have a scheduled term that extends beyond the scheduled maturity date of the floating rate Indebtedness related to such Hedge Transaction and (D) do not require the Borrower or any Restricted Subsidiary to post money, assets or any other property as security against the event of its non-performance, other than to the extent permitted under Section 10.1; and
(ii) Hedge Transactions with any Person other than a Person respect to hydrocarbon prices that is an Approved Counterparty at are entered into in the time ordinary course of business for hedging risk and not for purposes of speculation and that do not (determined separately for each new Hedge Transaction as of the date such Oil and Gas Hedge Transaction is entered into) (a) have Hedge Termination Dates longer than thirty six (36) months from the effective date of the Hedge Transaction, or and in no event will any such Hedge Termination Date exceed one (iii1) year beyond the Maturity Date and (b) cause the aggregate notional volumes for which (when aggregated or netted, as appropriate, with other Oil and Gas of Hydrocarbons under all such Hedge Transactions then in effect other than basis differential swaps on volumes already hedged pursuant effect, calculated separately for each of crude oil, natural gas and natural gas liquids for each month to other Hedge Agreements) exceed, as of the date which such Oil and Gas new Hedge Transaction is entered intoapplies, 85to exceed (i) 80% of the reasonably anticipated projected production (as such production is projected in the most recent Reserve Report delivered pursuant to the terms of this Agreement and otherwise determined as described in Section 9.10(g)) attributable to Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests for each month anticipated production of PDP Reserves during the period of such Oil and Gas Hedge Transaction.
(b) If, after the end of any calendar quarter, Borrower determines that the aggregate weighted average of the notional volumes of all Oil and Gas Hedge Transactions for 36 months following such calendar quarter (other than basis differential swaps on volumes already hedged pursuant to other Oil and Gas Hedge Transactions) exceeded 100% of actual production of Hydrocarbons attributable to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests in such calendar quarterdate, then Borrower (i) shall promptly notify Administrative Agent of such determination and (ii) shall, no later than 30 days after such notice, terminate (only to the extent such terminations are permitted pursuant to Section 9.5), create off-setting positions, or otherwise unwind or monetize (only to the extent such unwinds or monetizations are permitted pursuant to Section 9.5) existing Oil and Gas Hedge Transactions such that, at such time, future hedging volumes will not exceed 100% of reasonably anticipated projected production attributable to Borrower’s and its Restricted Subsidiaries’ Proved Producing Mineral Interests for the then-current and any succeeding calendar quarters.
(c) Borrower will not, nor will Borrower permit any other Credit Party to, enter into or permit to exist any Hedge Transactions with respect to interest rates other than (i) Hedge Transactions effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Hedge Transactions of Borrower and its Restricted Subsidiaries then in effect effectively converting interest rates from floating to fixed) do not exceed 75% of the then outstanding principal amount of the Credit Parties’ consolidated Debt for borrowed money which bears interest at a floating rate, and (ii) Hedge Transactions that have the effect of unwinding or reducing, in whole or in part, Hedge Transactions permitted under the preceding clause (i).
(d) Borrower will not, nor will Borrower permit any other Credit Party to, enter into any commodity, interest rate, currency or other swap, option, collar or other derivative transaction pursuant to which any Credit Party speculates on the movement of commodity prices, securities prices, interest rates, financial markets, currency markets or other items; provided that, nothing contained in this Section 9.10(d) shall prohibit any Credit Party from (i) entering into Hedge Transactions otherwise permitted by this Section 9.10, or (ii) making Permitted Investments.
(e) Borrower will not, and will not permit any Restricted Subsidiary to, terminate or monetize any Oil and Gas Hedge Transaction except to the extent such terminations are permitted pursuant to Section 9.5.
(f) In no event shall any Hedge Agreement contain any requirement, agreement or covenant for Borrower or any Restricted Subsidiary to post collateral or margin to secure their obligations under such Hedge Agreement other than pursuant to the Loan Papers.
(g) For purposes of entering into, maintaining or adjusting Hedge Agreements or Hedge Transactions under Section 9.10(a) and Section 9.10(b), respectively, forecasts of reasonably anticipated production attributable to Borrower’s and its Restricted Subsidiaries’ Proved Mineral Interests as set forth determined based on the most recent Reserve Report delivered pursuant to the terms of this Agreement Sections 2.14 and 2.15 hereof, or (ii) zero thereafter, provided, however, In calculating such 80% limit, all purchased put options or price floors shall be revised excluded, so long as such put options or floors do not require payments by the Borrower and its Restricted Subsidiaries other than those due at the time of purchase. The limits in the foregoing sentence shall be calculated separately for Hedge Transactions that hedge basis risk with respect to account for anticipated production and those that hedge price risk with respect to anticipated production. To the extent, if any, that Borrower uses crude oil xxxxxx to hedge natural gas liquids, such crude oil xxxxxx shall be treated as xxxxxx of natural gas liquids rather than xxxxxx of crude oil. For any increase Hedge Transaction permitted under this Section 10.10(b) in which the counterparty is a third party other than the Administrative Agent or decrease any Lender or an Affiliate of the Administrative Agent or any Lender, (i) such third party must have a credit rating of BBB+ or better by S & P, and any successor thereto or a rating of Baa1 or better by Xxxxx’x and any successor thereto, (ii) such party is approved in forecasted production that is anticipated because writing by the Administrative Agent and (iii) the obligations of information obtained the Borrower or any Restricted Subsidiary pursuant to such Hedge Transaction may not be secured by a Lien on any of the Oil and Gas Properties of Borrower or any Restricted Subsidiary and may not be subject to any margin requirements binding upon the Borrower or any of its Restricted Subsidiaries subsequent to the publication of such Reserve Report including forecasts of production decline rates for existing xxxxx received by any Credit Party from the applicable operators of the oil and gas properties comprising the Credit Party’s Mineral Interests and additions to or deletions from anticipated future production from new xxxxx and completed acquisitions coming on stream or failing to come on streamSubsidiaries, other than as permitted under Section 10.1.
(hb) Notwithstanding anything The Borrower shall not effect any Hedge Termination unless (i) the Borrower shall give the Administrative Agent 5 days’ prior written notice of any such Hedge Termination (other than a “Termination Event” or “Event of Default” under a Hedge Transaction as to which the contrary contained Borrower cannot give advance notice, in this Agreement, which case the Borrower will notshall give prompt written notice of such Hedge Termination), and will not permit (ii) if such Hedge Termination causes a Borrowing Base Deficiency, the Borrower shall make any Restricted Subsidiary to, enter into any Hedge Agreement unless Borrower is a Qualified ECP Guarantor at such timemandatory prepayments required by Section 2.17.
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