Hedging Contracts. No Restricted Person will be a party to or in any manner be liable on any Hedging Contract except: (a) Hedging Contracts (excluding Floor Contracts covered by the following subsection (b)) entered into with the purpose and effect of fixing prices on oil, natural gas, or natural gas liquids expected to be produced by Restricted Persons, provided that at all times: (i) no such Hedging Contract fixes a price for a period later than 60 months after such contract is entered into; (ii) 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 Administrative Agent) for any single month does not in the aggregate exceed 85% of Restricted Persons’ aggregate Projected Oil and Gas Production (calculated separately for oil, natural gas, and natural gas liquids) anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ businesses for such month, determined separately with respect to oil and gas, (iii) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (iv) each such contract is with an Approved Counterparty; (b) Floor Contracts, provided that (i) no such contract has a term of more than 60 months after such contract is entered into, (ii) the aggregate monthly production covered by all such contracts for any single month does not in the aggregate exceed 100% of Restricted Persons’ aggregate Projected Oil and Gas Production anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ businesses for such month, and (iii) each such contract is with an Approved Counterparty; (c) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate, provided that (i) at the time such Hedging Contract is entered into, the aggregate notional amount of such contracts does not exceed 75% of the anticipated outstanding principal balance of the indebtedness 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, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with an Approved Counterparty; and (d) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing prices on currency expected to be exchanged (x) from U.S. Dollars into Australian dollars or (y) from Australian dollars into U.S. Dollars, in each case in the ordinary course of the Credit Parties’ business and not for speculative purposes, provided that at all times: (i) no such Hedging Contract fixes a price for a period later than 12 months after such contract is entered into, (ii) the Credit Parties must maintain at all times Cash Equivalents at least equal to the aggregate notional amount of all such contracts, (iii) if any monthly notional amount of currency subject to any such Hedging Contract is on deposit in any Section 1031 tax-deferred exchange account (or other similar restricted account), then such amount must be permanently released from such account or restrictions prior to the date on which the Hedging Contract for such month is settled, (iv) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (v) each such contract is with an Approved Counterparty.
Appears in 3 contracts
Samples: Second Lien Credit Agreement (Sundance Energy Australia LTD), Second Lien Credit Agreement (Sundance Energy Australia LTD), Second Lien Credit Agreement (Sundance Energy Australia LTD)
Hedging Contracts. No Restricted Person will be a party to or in any manner be liable on any Hedging Contract except:
(a) Hedging Contracts (excluding Floor Contracts covered by the following subsection (b)) entered into with the purpose and effect of fixing prices on oil, natural gas, or natural gas liquids expected to be produced by Restricted Persons, provided that at all times: (i) no such Hedging Contract fixes a price for a period later than 60 months after such contract is entered into; (ii) 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 Administrative Agent) for any single month does not in the aggregate exceed 85% of Restricted Persons’ aggregate Projected Oil and Gas Production (calculated separately for oil, natural gas, and natural gas liquids) anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ businesses for such month, determined separately with respect to oil and gas, (iii) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (iv) each such contract is with an Approved Counterparty;
(b) Floor Contracts, provided that (i) no such contract has a term of more than 60 months after such contract is entered into, (ii) the aggregate monthly production covered by all such contracts for any single month does not in the aggregate exceed 100% of Restricted Persons’ aggregate Projected Oil and Gas Production anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ businesses for such month, and (iii) each such contract is with an Approved Counterparty;; and
(c) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate, provided that (i) at the time such Hedging Contract is entered into, the aggregate notional amount of such contracts does not exceed 75% of the anticipated outstanding principal balance of the indebtedness 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, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with an Approved Counterparty; and
(d) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing prices on currency expected to be exchanged (x) from U.S. Dollars into Australian dollars or (y) from Australian dollars into U.S. Dollars, in each case in the ordinary course of the Credit Parties’ business and not for speculative purposes, provided that at all times: (i) no such Hedging Contract fixes a price for a period later than 12 months after such contract is entered into, (ii) the Credit Parties must maintain at all times Cash Equivalents at least equal to the aggregate notional amount of all such contracts, (iii) if any monthly notional amount of currency subject to any such Hedging Contract is on deposit in any Section 1031 tax-deferred exchange account (or other similar restricted account), then such amount must be permanently released from such account or restrictions prior to the date on which the Hedging Contract for such month is settled, (iv) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (v) each such contract is with an Approved Counterparty.
Appears in 3 contracts
Samples: Credit Agreement (Sundance Energy Australia LTD), Credit Agreement (Sundance Energy Australia LTD), Credit Agreement (Sundance Energy Australia LTD)
Hedging Contracts. (a) No Credit Party will, nor will it permit any of its Restricted Person will Subsidiaries to, be a party to or in any manner be liable on any Hedging Contract except:
(ai) Hedging Contracts (excluding Floor Contracts covered by the following subsection (b)) swaps and collars entered into in the ordinary course of business, and not for speculative purposes, with the purpose and effect of fixing prices or reducing or fixing basis or transportation price differentials on oil, natural gas, Crude Oil or natural gas liquids Natural Gas expected to be produced by Restricted Persons, the Credit Parties; provided that at all times: (i) no such contract shall have a term of more than sixty (60) months; (ii) except for the Liens granted under the Security Documents to secure Lender Hedging Contract fixes a price for a period later Obligations, no such contract requires any Credit Party to put up money, assets, or other security (other than 60 months after letters of credit) against the event of its nonperformance prior to actual default by such Credit Party in performing its obligations thereunder, (iii) each such contract is entered into; with a counterparty or has a guarantor of the obligation of the counterparty which at the time the contract is made is an Approved Counterparty, and (iiiv) the aggregate monthly production for each of Crude Oil and Natural Gas, calculated separately, covered by all such contracts (other than basis or transportation price differential swaps for volumes of Natural Gas included under other Hedging Contracts permitted under this clause (i)) to which any Credit Party is a party (determined, in the case of contracts that are not settled on a monthly basis, by a monthly proration acceptable to Administrative Agent) for any single month does not in the aggregate exceed 85% of Restricted Persons’ aggregate Projected Oil and Gas Production the Applicable Hedge Percentage (calculated separately for oil, natural gas, and natural gas liquidsas defined below) anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ businesses for such month, determined separately with respect to oil and gas, (iii) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (iv) each such contract is with an Approved Counterparty;
(b) Floor Contracts, provided that (i) no such contract has a term of more than 60 months after such contract is entered into, (ii) the aggregate monthly production covered by all such contracts for any single month does not in the aggregate exceed 100% of Restricted PersonsCredit Parties’ aggregate Projected Oil and Gas Production anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ businesses for during such month, and (iii) each such contract is with an Approved Counterparty;
(c) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate, provided that (i) at the time such Hedging Contract is entered into, the aggregate notional amount of such contracts does not exceed 75% of the anticipated outstanding principal balance of the indebtedness 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, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with an Approved Counterparty; and
(d) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing prices on currency expected to be exchanged (x) from U.S. Dollars into Australian dollars or (y) from Australian dollars into U.S. Dollars, in each case month in the ordinary course of the Credit Parties’ business and not for speculative purposes, provided that at all times: (i) no such Hedging Contract fixes a price for a period later than 12 months after such contract is entered into, (ii) the Credit Parties must maintain at all times Cash Equivalents at least equal to the aggregate notional amount of all such contracts, (iii) if any monthly notional amount of currency subject to any such Hedging Contract is on deposit in any Section 1031 tax-deferred exchange account (or other similar restricted account), then such amount must be permanently released from such account or restrictions prior to the date on which the Hedging Contract businesses for such month is settled, (iv) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (v) each such contract is with an Approved Counterpartymonth.
Appears in 2 contracts
Samples: Credit Agreement (Antero Resources LLC), Credit Agreement (Antero Resources Finance Corp)
Hedging Contracts. No Restricted Person will be a party to or in any manner be liable on any Hedging Contract Contract, except:
(a) Hedging Contracts (excluding Floor Contracts covered by the following subsection (b)) contracts entered into with the purpose and effect of fixing prices on oil, natural gas, Natural Gas or natural gas Natural Gas liquids expected to be produced bought or sold by Restricted Persons, provided that at all times: (i1) no such Hedging Contract contract fixes a price for a period later term of more than 60 months after such contract is entered intotwenty-four (24) months; (ii2) the aggregate monthly production of Natural Gas liquids covered by all such contracts Hedging Contracts (determined, in the case of contracts that are not settled on a monthly basis, by a monthly proration acceptable to Administrative Agent) for any single month does not in the aggregate exceed 85% eighty percent (80%) of the aggregate Projected Natural Gas Liquid Production of Restricted Persons’ aggregate Projected Oil and Gas Production (calculated separately for oil, natural gas, and natural gas liquids) Persons anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ their businesses for such month, determined separately with respect (3) the aggregate monthly volumes of Natural Gas covered by all such Hedging Contracts (determined, in the case of contracts that are not settled on a monthly basis, by a monthly proration acceptable to oil and gasAgent) for any single month does not in the aggregate exceed eighty percent (80%) of the aggregate Projected Natural Gas Purchases of Restricted Persons anticipated to be purchased in the ordinary course of their businesses for such month, (iii4) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract entered into after the date hereof requires any Restricted Person to put up money, assets, or other security security, other than letters of credit (and such contracts, in the aggregate, do not require Restricted Persons to put up letters of credit in an aggregate amount in excess of $1,000,000), against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and ; (iv5) each such contract is with an Approved Counterparty;
(b) Floor Contracts, provided that (i) no such contract a counterparty or has a term of more than 60 months after such contract is entered into, (ii) the aggregate monthly production covered by all such contracts for any single month does not in the aggregate exceed 100% of Restricted Persons’ aggregate Projected Oil and Gas Production anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course guarantor of the Restricted Persons’ businesses for obligation of the counterparty who (unless such monthcounterparty is a Bank Party, and (iii) each such contract is with an Approved Counterparty;
(c) Hedging Contracts entered into by a Restricted Person with the purpose and effect AIG Trading Corporation or one of fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate, provided that (itheir respective Affiliates) at the time such Hedging Contract is entered into, the aggregate notional amount of such contracts does not exceed 75% of the anticipated outstanding principal balance of the indebtedness 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, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with made has long-term obligations rated AA or Aa2 or better, respectively, by either Rating Agency, or is an Approved Counterparty; and
(d) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing prices on currency expected to be exchanged (x) from U.S. Dollars into Australian dollars or (y) from Australian dollars into U.S. Dollars, in each case in the ordinary course of the Credit Parties’ business and not for speculative purposes, provided that at all times: (i) no such Hedging Contract fixes a price for a period later than 12 months after such contract is entered into, (ii) the Credit Parties must maintain at all times Cash Equivalents at least equal to the aggregate notional amount of all such contracts, (iii) if any monthly notional amount of currency subject to any such Hedging Contract is on deposit in any Section 1031 tax-deferred exchange account (or other similar restricted account), then such amount must be permanently released from such account or restrictions prior to the date on which the Hedging Contract for such month is settled, (iv) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (v6) each Restricted Persons shall not enter into any such contracts for the purpose of speculative investment. As used in this subsection, the term "Projected Natural Gas Liquid Production" means the projected production of Natural Gas liquids (measured by volume unit or BTU equivalent, not sales price) for the term of the contracts or a particular month, as applicable, from the interests in the Beaver Plant, Mocane Plant and Lavexxx Xxxnt owned by Restricted Persons, as such production is projected in the most recent Engineering Reports delivered pursuant to Section 6.2(c), after deducting projected production from any interests sold or under contract is with an Approved Counterparty.for sale that had been included in such reports and after adding projected production from any interests that had not been reflected in such reports but that are reflected in a separate or supplemental reports meeting the requirements of such Section 6.2(c) hereof and otherwise are satisfactory to Agent, and the term "Projected Natural Gas Purchases" means the projected purchases of Natural Gas (measured by volume unit or BTU equivalent, not sales price) for the term of the contracts or a particular month, as applicable, as such purchases are projected in the most recent Engineering Reports delivered pursuant to Section 6.2(c), after deducting projected purchases from any interests sold or under contract for sale that had been included in such reports and
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Hedging Contracts. (a) No Restricted Person will be a party to or in any manner be liable on any Hedging Contract except:
(ai) Hedging Contracts (excluding Floor Contracts covered by the following subsection (b)) contracts entered into with the purpose and effect of fixing prices on oil, natural gas, oil or natural gas liquids expected to be produced by Restricted Persons, provided that at all times: (iA) no such Hedging Contract contract fixes a price for a period later than 60 thirty-six (36) months after such contract is entered into; (iiB) the aggregate monthly production covered by all such contracts other than such contracts providing for floors (determined, in the case of contracts that are not settled on a monthly basis, by a monthly proration acceptable to Administrative Agent) for (1) the months of January through July of each year shall not exceed, in the aggregate for all such contracts for each relevant calendar month, eighty percent (80%), (2) the months of August through November of each year shall not exceed, in the aggregate for all such contracts for each relevant calendar month, twenty percent (20%) and (3) for the month of December of each year shall not, in the aggregate for all such contracts for each relevant calendar month, exceed forty percent (40%), in each case of Restricted Persons’ aggregate Proved Developed Producing Reserves consisting of each of crude oil and natural gas, calculated on a separate basis, anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ businesses for such month as determined by the Administrative Agent based on its evaluation of such Proved Developed Producing Reserves; (C) the aggregate monthly production covered by all such contracts providing for floors (determined, in the case of contracts that are not settled on a monthly basis, by a monthly proration acceptable to Administrative Agent) for any single month does not in the aggregate exceed 85exceed, when aggregated with all contracts described in subsection (B) above, 100% of Restricted Persons’ aggregate Projected Oil and Gas Production (calculated separately for oil, consisting of each of crude oil and natural gas, and natural gas liquids) calculated on an equivalent basis, anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ businesses business for such month, determined separately with respect to oil and gas, ; (iiiD) except for letters of credit and the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (ivE) each such contract is with an Approved Counterparty;
(b) Floor Contracts, provided that (i) no such contract a counterparty or has a term guarantor of more than 60 months after such contract the obligation of the counterparty who is entered into, a Lender or one of its Affiliates; and
(ii) the aggregate monthly production covered by all such contracts for any single month does not in the aggregate exceed 100% of Restricted Persons’ aggregate Projected Oil and Gas Production anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ businesses for such month, and (iii) each such contract is with an Approved Counterparty;
(c) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate, provided that (iA) at the time such Hedging Contract is entered into, the aggregate notional amount of such contracts does not exceed 75% eighty percent (80%) of the anticipated outstanding principal balance of the indebtedness 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, (iiB) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iiiC) each such contract is with an Approved Counterparty; anda counterparty or has a guarantor of the obligation of the counterparty who is a Lender or one of its Affiliates.
(db) Borrower shall not cause or permit an early termination of any Hedging Contracts entered into by a Restricted Person Contract on which Administrative Agent and Lenders have included in determining the Borrowing Base unless permitted under Section 7.5 or unless Borrower has complied with the purpose and effect requirements of fixing prices on currency expected to be exchanged (xSection 2.9(d) from U.S. Dollars into Australian dollars or (y) from Australian dollars into U.S. Dollars, in each case in the ordinary course of the Credit Parties’ business and not for speculative purposes, provided that at all times: (i) no such Hedging Contract fixes a price for a period later than 12 months after such contract is entered into, (ii) the Credit Parties must maintain at all times Cash Equivalents at least equal to the aggregate notional amount of all such contracts, (iii) if any monthly notional amount of currency subject to any such Hedging Contract is on deposit in any Section 1031 tax-deferred exchange account (or other similar restricted account), then such amount must be permanently released from such account or restrictions prior to the date on which the Hedging Contract for such month is settled, (iv) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (v) each such contract is with an Approved CounterpartyAsset Disposition.
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Hedging Contracts. (a) No Restricted Person will be a party to or in any manner be liable on any Hedging Contract except:entered into for speculative purposes.
(ab) No Restricted Person will be a party to or in any manner be liable on any Hedging Contracts (excluding Floor Contracts covered by the following subsection (b)) Contract entered into with the purpose and effect of fixing prices on oiloil or gas expected to be produced by Restricted Persons, natural gas, except (A) the Existing Hedging Contracts and (B) contracts entered into with the purpose and effect of fixing prices on oil or natural gas liquids expected to be produced by Restricted Persons, provided that at all times: (i) no such Hedging Contract fixes a price for a period later than 60 months after such contract is entered into; (ii) times 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 Administrative AgentAgent and excluding for purposes hereof any floor or put contracts that do not require any Restricted Person to deliver oil or gas) for any single month does not in the aggregate exceed 85% of the projected production of oil and gas from Restricted Persons’ Proved Reserves (as reflected in the most recently delivered Engineering Report acceptable to the Administrative Agent); provided Proved Developed Nonproducing Reserves and Proved Undeveloped Reserves collectively shall at no time account for more than 25% of the calculated Proved Reserves and with all such amounts computed on a semi-annual basis and calculated separately for oil and gas as such Proved Reserves are projected in the most recent report delivered pursuant to Section 6.2(d) or (e), after deducting projected production from any properties or interests sold or under contract for sale that had been included in such report and after adding projected production from any properties or interests that had not been reflected in such report but that are reflected in a separate or supplemental reports satisfactory to Administrative Agent; provided further that the aggregate Projected amount of all such Hedging Contracts shall not exceed ninety percent (90%) of actual oil or gas production, calculated separately, for the last month for which information relating to actual oil and gas production is available (or if as a result of a force majeure event the foregoing limitations are breached, then in any given three consecutive month period), and (3) each such contract is with a Lender Counterparty, provided that a floor or put may be entered into by a Restricted Person with a counterparty that is not a Lender Counterparty if such floor or put is with an Approved Counterparty, provided further, that if an Approved Counterparty has been downgraded so that it no longer has senior unsecured long-term debt obligations rated A- or A3 or better, respectively, by either Rating Agency, then the value of such floor or put will be excluded in determining the Borrowing Base.
(c) In addition to Hedging Contracts entered into by a Restricted Person for the purpose and effect of fixing prices on oil or gas expected to be produced by Restricted Persons provided for in subsection (b) above, in connection with a pending acquisition by a Restricted Person of Oil and Gas Production Properties (calculated separately a “Pending Acquisition”), such Restricted Person may enter into Hedging Contracts for oilOil and Gas Properties reasonably believed to be acquired by such Restricted Person in connection with such Pending Acquisition provided (i) the Hedging Contracts complies with the requirements of subsection (b) above after giving pro forma effect to the acquisition contemplated thereby, natural gas(ii) such Restricted Person has entered into a signed purchase and sale or comparable agreement with the prospective seller of the Oil and Gas Properties to be covered by such Hedging Contract (the “Subject PSA”), and natural gas liquids(iii) anticipated (Facility Usage at the time such Hedging Contract is entered into) into (and after giving pro forma effect to any anticipated Loans or Letters of Credit to be sold issued in the ordinary course of the Restricted Persons’ businesses for such month, determined separately connection with respect to oil and gas, (iii) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person Person’s acquisition of such Oil and Gas Properties in performing its obligations thereunderconnection with such Pending Acquisition) does not and will not exceed 90%, and (iv) each such contract is with an Approved Counterparty;
(b) Floor Contracts, provided that (i) no such contract has a term of more than 60 months after such contract is entered into, (ii) the aggregate monthly production covered by all such contracts for any single month does not in the aggregate exceed 100% of Restricted Persons’ aggregate Projected Oil and Gas Production anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ businesses for such month, and (iii) each such contract is with an Approved Counterparty;
(c) Hedging Contracts entered into by in connection with a Pending Acquisition in excess of those allowed pursuant to subsection (b) above are terminated if the Pending Acquisition is not consummated within 5 Business Days of the earlier to occur of (1) the 90th day after the effective date of the Subject PSA and (2) the date any Restricted Person believes in good faith with reasonable certainty that the Pending Acquisition will not be consummated.
(d) No Restricted Person will be a party to or in any manner be liable on any Hedging Contract that is entered into with the purpose and effect of fixing hedging interest rates on except (A) with respect to Hedging Contracts converting interest rates from a principal fixed rate to a floating rate, the notional amount of indebtedness such Hedging Contract (when aggregated with all other Hedging Contracts of such Restricted Person that is accruing then in effect effectively converting interest at rates from a variable fixed rate to a floating rate, provided that (i) at the time such Hedging Contract is entered into, the aggregate notional amount of such contracts does may not exceed 75% of the then anticipated outstanding principal balance of such Restricted Person’s Indebtedness for borrowed money which bears interest at a fixed rate, provided the indebtedness fixed rate index of each such Hedging Contract generally matches the index used to determine the fixed rates of interest on the corresponding Indebtedness to be hedged by such contracts or an average Hedging Contract and (B) with respect to Hedging Contracts converting interest rates from a floating rate to a fixed rate, the notional amount of such Hedging Contract (when aggregated with all other Hedging Contracts of such Restricted Person then in effect effectively converting interest rates from a floating rate to a fixed rate) may not exceed 75% of the then outstanding principal balances calculated using amount of such Restricted Person’s Indebtedness for borrowed money which bears interest at a generally accepted method of matching interest swap contracts to declining principal balancesfloating rate, (ii) provided the floating rate index of each such contract Hedging Contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness Indebtedness to be hedged by such contract Hedging Contract, provided further that in connection with Hedging Contracts described in clauses (A) and (iiiB) of this subsection, each such contract is with an Approved Counterparty; and
(d) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing prices on currency expected to be exchanged (x) from U.S. Dollars into Australian dollars counterparty or (y) from Australian dollars into U.S. Dollars, in each case in the ordinary course has a guarantor of the Credit Parties’ business and not for speculative purposes, provided that at all times: (i) no such Hedging Contract fixes a price for a period later than 12 months after such contract obligation of the counterparty who is entered into, (ii) the Credit Parties must maintain at all times Cash Equivalents at least equal reasonably acceptable to the aggregate notional amount of all such contracts, (iii) if any monthly notional amount of currency subject to any such Hedging Contract is on deposit in any Section 1031 tax-deferred exchange account (or other similar restricted account), then such amount must be permanently released from such account or restrictions prior to the date on which the Hedging Contract for such month is settled, (iv) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (v) each such contract is with an Approved CounterpartyAdministrative Agent.
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Hedging Contracts. No Restricted Person will be a party to or in any manner be liable on any Hedging Contract Contract, except:
(a) Hedging Contracts (excluding Floor Contracts covered by the following subsection (b)) contracts entered into with the purpose and effect of fixing prices on oil, natural gas, oil or natural gas liquids expected to be produced by Restricted Persons, provided that at all times: (i1) no such Hedging Contract contract fixes a price for a period later term of more than 60 months after such contract is entered intoeighteen (18) months; (ii2) 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 Administrative Agent) for any single month does not in the aggregate exceed 85% -seventy-five percent (75%) of Restricted Persons’ ' aggregate Projected Oil and Gas Production (calculated separately for oil, natural gas, and natural gas liquids) anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ ' businesses for such month, determined separately with respect to oil and gas, (iii3) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, letters of credit or other security (other than as permitted by Section 2.17) against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (iv4) each such contract is with an Approved Counterparty;
(b) Floor Contracts, provided that (i) no such contract a counterparty or has a term of more than 60 months after such contract is entered into, (ii) the aggregate monthly production covered by all such contracts for any single month does not in the aggregate exceed 100% of Restricted Persons’ aggregate Projected Oil and Gas Production anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course guarantor of the Restricted Persons’ businesses for obligation of the counterparty who (unless such month, and (iii) each such contract counterparty is with an Approved Counterparty;
(c) Hedging Contracts entered into by a Restricted Person with the purpose and effect Bank Party or one of fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate, provided that (iits Affiliates) at the time such Hedging Contract the contract is entered intomade has long-term obligations rated AA or Aa2 or better, respectively, by either Rating Agency or, is an investment grade-rated industry participant or has provided a letter of credit in form and amount satisfactory to Agent and that is issued by a letter of credit issuer satisfactory to Agent. As used in this subsection, the aggregate notional amount terms "Projected Oil Production" and "Projected Gas Production" mean the projected production of oil or gas, respectively, (measured by volume unit or BTU equivalent, not sales price) for the term of the contracts or a particular month, as applicable, from properties and interests owned by any Restricted Person which are located in or offshore of the United States and which have attributable to them proved developed producing oil or gas reserves, respectively, as such production is projected in the most recent report delivered pursuant to Section 6.2(c) or (d), after deducting projected production from any properties or interests sold or under contract for sale that had been included in such report and after adding projected production from any properties or interests that had not been reflected in such report but that are reflected in a separate or supplemental reports meeting the requirements of such contracts does not exceed 75% of the anticipated outstanding principal balance of the indebtedness to be hedged by such contracts Section 6.2(c) or an average of such principal balances calculated using a generally accepted method of matching interest swap contracts to declining principal balances, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with an Approved Counterparty; and
(d) Hedging Contracts entered into by a Restricted Person with the purpose above and effect of fixing prices on currency expected otherwise are satisfactory to be exchanged (x) from U.S. Dollars into Australian dollars or (y) from Australian dollars into U.S. Dollars, in each case in the ordinary course of the Credit Parties’ business and not for speculative purposes, provided that at all times: (i) no such Hedging Contract fixes a price for a period later than 12 months after such contract is entered into, (ii) the Credit Parties must maintain at all times Cash Equivalents at least equal to the aggregate notional amount of all such contracts, (iii) if any monthly notional amount of currency subject to any such Hedging Contract is on deposit in any Section 1031 tax-deferred exchange account (or other similar restricted account), then such amount must be permanently released from such account or restrictions prior to the date on which the Hedging Contract for such month is settled, (iv) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (v) each such contract is with an Approved CounterpartyAgent.
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Hedging Contracts. No Restricted Person will be a party to or in any manner be liable on any Hedging Contract Contract, except:
(a) Hedging Contracts (excluding Floor Contracts covered by the following subsection (b)) contracts entered into with the purpose and effect of fixing prices on oil, natural gas, oil or natural gas liquids expected to be produced by Restricted Persons, provided that at all times: (i) no such Hedging Contract contract fixes a price for a period later term of more than 60 months after such contract is entered intotwenty-four (24) months; (ii) 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 Administrative Agent) for any single month does not in the aggregate exceed 85% seventy-five percent (75%) of Restricted Persons’ ' aggregate Projected Oil and Gas Production (calculated separately for oil, natural gas, and natural gas liquids) anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ ' businesses for such month, determined separately with respect to oil and gas, (iii) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, letters of credit or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunderthereunder other than deposits made by Borrower to satisfy minimum margin requirements in an aggregate amount not to exceed $15,000,000 outstanding at any time, and (iv) each such contract is with an Approved Counterparty;
a counterparty or has a guarantor of the obligation of the counterparty who (bunless such counterparty is a Lender or one of its Affiliates) Floor Contractsat the time the contract is made has long-term obligations rated AA or Aa2 or better, provided respectively, by either Rating Agency, and (v) promptly after entering into such contract, if requested by Agent, but in any event on a monthly basis, Borrower gives notice of such fact to Agent and all Lenders. As used in this subsection, the term "Projected Oil and Gas Production" means the projected production of oil or gas (measured by volume unit or BTU equivalent, not sales price) for the term of the contracts or a particular month, as applicable, from properties and interests owned by any Restricted Person which are located in or offshore of the United States and which have attributable to them proved oil or gas reserves, as such production is projected in the most recent report delivered pursuant to Section 6.2(h) or (i), after deducting projected production from any properties or interests sold or under contract for sale that had been included in such report and after adding projected production from any properties or interests that had not been reflected in such report but that are reflected in a separate or supplemental reports meeting the requirements of such Section 6.2(h) or (i) no such contract has a term of more than 60 months after such contract is entered intoabove and otherwise are satisfactory to Agent. Notwithstanding the foregoing, (ii) in the event that the aggregate monthly production covered by all such contracts for any single month does not in the aggregate exceed 100% of Restricted Persons’ aggregate Projected Oil and Gas Production anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ businesses for such month, and (iii) each such contract is with an Approved Counterparty;
(c) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate, provided that (i) at the time such Hedging Contract is entered into, the aggregate notional amount of such contracts does not exceed 75% of the anticipated outstanding principal balance of the indebtedness 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, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with an Approved Counterparty; and
(d) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing prices on currency oil and/or gas expected to be exchanged produced by Restricted Persons (x) from U.S. Dollars into Australian dollars or (y) from Australian dollars into U.S. Dollarsdetermined, in each the case of contracts that are not settled on a monthly basis, by a monthly proration acceptable to Agent) for a period of six consecutive months equals, in the aggregate for such six month period, seventy-five percent (75%) of the Restricted Persons' aggregate Projected Oil and Gas Production anticipated to be sold in the ordinary course of the Credit Parties’ business Restricted Persons' businesses during such six month period, Borrower will notify agent and not for speculative purposes, provided that at all times: (i) no each Lender in writing of such Hedging Contract fixes a price for a period later than 12 months after such contract is entered into, (ii) the Credit Parties must maintain at all times Cash Equivalents fact at least equal to the aggregate notional amount of all such contracts, fifteen (iii15) if any monthly notional amount of currency subject to any such Hedging Contract is on deposit in any Section 1031 tax-deferred exchange account (or other similar restricted account), then such amount must be permanently released from such account or restrictions days prior to the date on which the Hedging Contract for beginning of such six month is settled, (iv) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (v) each such contract is with an Approved Counterparty.period; and
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Samples: Credit Agreement (Forcenergy Inc)
Hedging Contracts. No Restricted Person will be a party to ----------------- or in any manner be liable on any Hedging Contract except:
(a) Hedging Contracts (excluding Floor Contracts covered by the following subsection (b)) contracts entered into with the purpose and effect of fixing prices on oil, natural gas, oil or natural gas liquids expected to be produced by Restricted Persons, provided that at all times: (i) no such Hedging Contract contract fixes a price for a period later term of more than 60 months after such contract is entered intotwelve (12) months; (ii) ii 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 Administrative Agent) for any single month does not in the aggregate exceed 85% seventy-five percent (75%) of Restricted Persons’ ' aggregate Projected Oil and Gas Production (calculated separately for oil, natural gas, and natural gas liquids) anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ ' businesses for such month, determined separately with respect to oil and gas, (iii) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, ii no such contract requires any Restricted Person to put up money, assets, letters of credit or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (iv) iv each such contract is with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender or one of its Affiliates) at the time the contract is made has long-term obligations rated AA or Aa2 or better, respectively, by either Rating Agency or is an Approved Counterparty;investment grade-rated industry participant. As used in this subsection, the term "Projected Oil and ----------------- Gas Production" means the projected production of oil or gas (measured by volume -------------- unit or BTU equivalent, not sales price) for the term of the contracts or a particular month, as applicable, from properties and interests owned by any Restricted Person which are located in or offshore of the United States and which have attributable to them proved oil or gas reserves, as such production is projected in the most recent report delivered pursuant to Section 6.2(e) or 6.2(f), after deducting projected production from any properties or interests sold or under contract for sale that had been included in such report and after adding projected production from any properties or interests that had not been reflected in such report but that are reflected in a separate or supplemental reports meeting the requirements of such Section 6.2(e) or 6.2(f) above and otherwise are satisfactory to Agent; and
(b) Floor Contracts, provided that (i) no such contract has a term of more than 60 months after such contract is entered into, (ii) the aggregate monthly production covered by all such contracts for any single month does not in the aggregate exceed 100% of Restricted Persons’ aggregate Projected Oil and Gas Production anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ businesses for such month, and (iii) each such contract is with an Approved Counterparty;
(c) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate, provided that (i) at the time such Hedging Contract is entered into, the aggregate notional amount of such contracts does not exceed 75% of the anticipated outstanding principal balance of the indebtedness to be hedged rate in accordance with Borrower's hedging policy which has been approved 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, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with an Approved Counterparty; and
(d) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing prices on currency expected to be exchanged (x) from U.S. Dollars into Australian dollars or (y) from Australian dollars into U.S. Dollars, in each case in the ordinary course of the Credit Parties’ business and not for speculative purposes, provided that at all times: (i) no such Hedging Contract fixes a price for a period later than 12 months after such contract is entered into, (ii) the Credit Parties must maintain at all times Cash Equivalents at least equal to the aggregate notional amount of all such contracts, (iii) if any monthly notional amount of currency subject to any such Hedging Contract is on deposit in any Section 1031 tax-deferred exchange account (or other similar restricted account), then such amount must be permanently released from such account or restrictions prior to the date on which the Hedging Contract for such month is settled, (iv) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (v) each such contract is with an Approved CounterpartyMajority Lenders.
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Hedging Contracts. No Restricted Person will be a party to or in any manner be liable on any Hedging Contract Contract, except:
(a) Hedging Contracts (excluding Floor Contracts covered by the following subsection (b)) contracts entered into with the purpose and effect of fixing prices on oil, natural gas, oil or natural gas liquids expected to be produced by Restricted Persons, provided that at all times: (i1) no such Hedging Contract contract fixes a price for a period later term of more than 60 months after such contract is entered intotwenty- four (24) months; (ii2) 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 Administrative Agent) for any single month does not in the aggregate exceed eighty-five percent (85% %) of Restricted Persons’ ' aggregate Projected Oil and Gas Production (calculated separately for oil, natural gas, and natural gas liquids) anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ ' businesses for such month, determined separately with respect to oil and gas, (iii3) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, letters of credit or other security against the event of its the nonperformance prior to actual default by such Restricted Person in performing of its obligations thereunder; provided that Borrower may put up cash margin or Letters of Credit in favor of a counterparty which is not a Lender provided that the aggregate amount of all such cash margin or Letters of Credit so required under all Hedging Contracts shall not exceed $1,000,000, and (iv4) each such contract is with an Approved Counterparty;
(b) Floor Contracts, provided that (i) no such contract a counterparty or has a term guarantor of more than 60 months after the obligation of the counterparty who (unless such counterparty is a Bank Party or one of its Affiliates) at the time the contract is entered intomade has long-term obligations rated A or A2 or better, (ii) respectively, by either Rating Agency or is an investment grade-rated industry participant. As used in this subsection, the aggregate monthly production covered by all such contracts for any single month does not in the aggregate exceed 100% of Restricted Persons’ aggregate term "Projected Oil and Gas Production anticipated Production" means the projected production of oil or gas (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ businesses for such month, and (iii) each such contract is with an Approved Counterparty;
(c) Hedging Contracts entered into measured by a Restricted Person with the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate, provided that (i) at the time such Hedging Contract is entered into, the aggregate notional amount of such contracts does not exceed 75% of the anticipated outstanding principal balance of the indebtedness 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, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with an Approved Counterparty; and
(d) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing prices on currency expected to be exchanged (x) from U.S. Dollars into Australian dollars or (y) from Australian dollars into U.S. Dollars, in each case in the ordinary course of the Credit Parties’ business and not for speculative purposes, provided that at all times: (i) no such Hedging Contract fixes a price for a period later than 12 months after such contract is entered into, (ii) the Credit Parties must maintain at all times Cash Equivalents at least equal to the aggregate notional amount of all such contracts, (iii) if any monthly notional amount of currency subject to any such Hedging Contract is on deposit in any Section 1031 tax-deferred exchange account (or other similar restricted account), then such amount must be permanently released from such account or restrictions prior to the date on which the Hedging Contract for such month is settled, (iv) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (v) each such contract is with an Approved Counterparty.volume unit
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Hedging Contracts. (a) No Restricted Person will be a party to or in any manner be liable on any Hedging Contract except:
(ai) Hedging Contracts (excluding Floor Contracts covered by the following Subject to subsection (b)) of this Section 7.3, Hedging Contracts with an Approved Counterparty that are not Floor Contracts in respect of commodities entered into not for speculative purposes the notional volumes of which (when aggregated with other commodity Hedging Contracts then in effect) do not exceed, as of the purpose and effect of fixing prices on oil, natural gas, or natural gas liquids expected to be produced by Restricted Persons, provided that at all times: (i) no date such Hedging Contract fixes a price for a period later than 60 months after such contract is entered into; into (ii) and for each month during the aggregate monthly production covered by all period during which such contracts (Hedging Contract is in effect, determined, in the case of contracts that are not settled on a monthly basis, by a monthly proration acceptable to Administrative Agent) for any single month does not in the aggregate exceed 85% of Restricted Persons’ aggregate Projected Oil and Gas Production (calculated separately for oil), natural gas, and natural gas liquids) anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ businesses for such month, determined separately with respect to oil and gas, (iii) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (iv) each such contract is with an Approved Counterparty;
(b) Floor Contracts, provided that (i) no such contract has a term of more than 60 months after such contract is entered into, (ii) the aggregate monthly production covered by all such contracts for any single month does not in the aggregate exceed 100% of Restricted Persons’ aggregate Projected Oil and Gas Production anticipated of crude oil, natural gas and natural gas liquids, calculated separately; provided, that such Hedging Contracts shall not, in any case, have a tenor of greater than 60 months. It is understood that Hedging Contracts in respect of commodities which may, from time to time, “hedge” the same volumes, but different elements of commodity or basis differential risk thereof, shall not be aggregated together when calculating the foregoing limitations on notional volumes.
(at ii) Floor Contracts with Approved Counterparties in respect of commodities entered into not for speculative purposes the time notional volumes of which (when aggregated with other commodity Hedging Contracts that are Floor Contracts then in effect and the notional quantities for all Hedging Contracts in effect under the preceding subsection (i)) do not exceed, as of the date such Hedging Contract is entered into) to be sold into (and for each month during the period during which such Hedging Contract is in effect, determined, in the ordinary course case of contracts that are not settled on a monthly basis, by a monthly proration acceptable to Administrative Agent), 100% of Restricted Persons’ aggregate Projected Oil and Gas Production of crude oil, natural gas and natural gas liquids, calculated separately, provided, that such Hedging Contracts shall not, in any case, have a tenor of greater than 60 months;
(iii) Hedging Contracts in respect of interest rates with an Approved Counterparty, as follows:
A. Hedging Contracts effectively converting interest rates from fixed to floating, the notional amounts of which (when aggregated with all other Hedging Contracts of the Restricted Persons then in effect effectively converting interest rates from fixed to floating) do not exceed 80% of the then outstanding principal amount of the Restricted Persons’ businesses Indebtedness for borrowed money which bears interest at a fixed rate, and which Hedging Contracts shall not, in any case, have a tenor beyond the maturity date of such Indebtedness, and
B. Hedging Contracts effectively converting interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Hedging Contracts of the Restricted Persons then in effect effectively converting interest rates from floating to fixed) do not exceed 80% of the then outstanding principal amount of the Restricted Persons’ Indebtedness for borrowed money which bears interest at a floating rate, and which Hedging Contracts shall not, in any case, have a tenor beyond the maturity date of such Indebtedness.
(b) If, after the end of any calendar quarter, commencing with the first full calendar quarter ending after the Closing Date, Borrower determines that the aggregate notional volumes of all Hedging Contracts in respect of commodities for such monthcalendar quarter (other than basis differential swaps on volumes already hedged pursuant to other Hedging Contracts) exceeded 100% of actual production of Hydrocarbons in such calendar quarter, then Borrower (1) shall promptly notify Administrative Agent of such determination and (iii2) each if requested by Administrative Agent or the Majority Lenders, shall, within 45 days following such contract is with an Approved Counterparty;request, terminate, create off-setting positions, or otherwise unwind or monetize existing Hedging Contracts such that, at such time, future hedging volumes will not exceed 100% of reasonably anticipated projected production for the then-current and any succeeding calendar quarters.
(c) In no event shall any Hedging Contracts entered into by a Contract contain any requirement, agreement or covenant for any Restricted Person with to post collateral, credit support (including in the purpose and effect form of fixing interest rates on a principal amount letters of indebtedness of such Restricted Person that is accruing interest at a variable rate, provided that (icredit) at the time or margin to secure their obligations under such Hedging Contract is entered intoor to cover market exposures other than any requirement, agreement or covenant to enter into or maintain the aggregate notional amount of such contracts does not exceed 75% of the anticipated outstanding principal balance of the indebtedness 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, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with an Approved Counterparty; andSecurity Documents.
(d) Hedging Contracts entered into by a No Restricted Person with will terminate or monetize any Hedging Contract in respect of commodities without the purpose and effect of fixing prices on currency expected to be exchanged (x) from U.S. Dollars into Australian dollars or (y) from Australian dollars into U.S. Dollars, in each case in the ordinary course prior written consent of the Credit Parties’ business and not for speculative purposes, provided that at all times: (i) no such Hedging Contract fixes a price for a period later than 12 months after such contract is entered into, (ii) the Credit Parties must maintain at all times Cash Equivalents at least equal Majority Lenders except to the aggregate notional amount of all extent such contracts, (iii) if any monthly notional amount of currency subject terminations are permitted pursuant to any such Hedging Contract is on deposit in any Section 1031 tax-deferred exchange account (or other similar restricted account7.5(h), then such amount must be permanently released from such account or restrictions prior to the date on which the Hedging Contract for such month is settled, (iv) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (v) each such contract is with an Approved Counterparty.
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Hedging Contracts. (a) No Restricted Person will be a party to or in any manner be liable on any Hedging Contract except:entered into for speculative purposes.
(ab) No Restricted Person will be a party to or in any manner be liable on any Hedging Contracts (excluding Floor Contracts covered by the following subsection (b)) Contract entered into with the purpose and effect of fixing prices on oiloil or gas expected to be produced by Restricted Persons, natural gas, except (A) the Existing Hedging Contracts and (B) contracts entered into with the purpose and effect of fixing prices on oil or natural gas liquids expected to be produced by Restricted Persons, provided that at all times: (i) no such Hedging Contract fixes a price for a period later than 60 months after such contract is entered into; (ii) times 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 Administrative AgentAgent and excluding for purposes hereof any floor or put contracts that do not require any Restricted Person to deliver oil or gas) for any single month does not in the aggregate exceed 85% of the projected production of oil and gas from Restricted Persons’ Proved Reserves (as reflected in the most recently delivered Engineering Report acceptable to the Administrative Agent); provided Proved Developed Nonproducing Reserves and Proved Undeveloped Reserves collectively shall at no time account for more than 25% of the calculated Proved Reserves and with all such amounts computed on a semi-annual basis and calculated separately for oil and gas as such Proved Reserves are projected in the most recent report delivered pursuant to Section 6.2(d) or (e), after deducting projected production from any properties or interests sold or under contract for sale that had been included in such report and after adding projected production from any properties or interests that had not been reflected in such report but that are reflected in a separate or supplemental reports satisfactory to Administrative Agent; provided further that the aggregate Projected amount of all such Hedging Contracts shall not exceed ninety percent (90%) of actual oil or gas production, calculated separately, for the last month for which information relating to actual oil and gas production is available (or if as a result of a force majeure event the foregoing limitations are breached, then in any given three consecutive month period), and (3) each such contract is with a Lender Counterparty, provided that a floor or put may be entered into by a Restricted Person with a counterparty that is not a Lender Counterparty if such floor or put is with an Approved Counterparty, provided further, that if an Approved Counterparty has been downgraded so that it no longer has senior unsecured long-term debt obligations rated A- or A3 or better, respectively, by either Rating Agency, then the value of such floor or put will be excluded in determining the Borrowing Base.
(c) In addition to Hedging Contracts entered into by a Restricted Person for the purpose and effect of fixing prices on oil or gas expected to be produced by Restricted Persons provided for in subsection (b) above, in connection with a pending acquisition by a Restricted Person of Oil and Gas Production Properties (calculated separately a “Pending Acquisition”), such Restricted Person may enter into Hedging Contracts for oilOil and Gas Properties reasonably believed to be acquired by such Restricted Person in connection with such Pending Acquisition provided (i) the Hedging Contracts complies with the requirements of subsection (b) above after giving pro forma effect to the acquisition contemplated thereby, natural gas(ii) such Restricted Person has entered into a signed purchase and sale or comparable agreement with the prospective seller of the Oil and Gas Properties to be covered by such Hedging Contract (the “Subject PSA”), and natural gas liquids(iii) anticipated (Facility Usage at the time such Hedging Contract is entered into) into (and after giving pro forma effect to any anticipated Loans or Letters of Credit to be sold issued in the ordinary course of the Restricted Persons’ businesses for such month, determined separately connection with respect to oil and gas, (iii) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (iv) each Person’s acquisition of such contract is with an Approved Counterparty;
(b) Floor Contracts, provided that (i) no such contract has a term of more than 60 months after such contract is entered into, (ii) the aggregate monthly production covered by all such contracts for any single month does not in the aggregate exceed 100% of Restricted Persons’ aggregate Projected Oil and Gas Production anticipated (at the time Properties in connection with such Hedging Contract is entered intoPending Acquisition) to be sold in the ordinary course of the Restricted Persons’ businesses for such month, and (iii) each such contract is with an Approved Counterparty;
(c) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate, provided that (i) at the time such Hedging Contract is entered into, the aggregate notional amount of such contracts does not and will not exceed 75% of the anticipated outstanding principal balance of the indebtedness 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 balances90%, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with an Approved Counterparty; and
(d) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing prices on currency expected to be exchanged (x) from U.S. Dollars into Australian dollars or (y) from Australian dollars into U.S. Dollars, in each case in the ordinary course of the Credit Parties’ business and not for speculative purposes, provided that at all times: (i) no such Hedging Contract fixes a price for a period later than 12 months after such contract is entered into, (ii) the Credit Parties must maintain at all times Cash Equivalents at least equal to the aggregate notional amount of all such contracts, (iii) if any monthly notional amount of currency subject to any such Hedging Contract is on deposit in any Section 1031 tax-deferred exchange account (or other similar restricted account), then such amount must be permanently released from such account or restrictions prior to the date on which the Hedging Contract for such month is settled, (iv) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (v) each such contract is with an Approved Counterparty.
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Hedging Contracts. No Restricted Person will be a party to or in any manner be liable on any Hedging Contract other than Hedging Contracts with Approved Counterparties required pursuant to Section 6.14, except:
(a) Hedging Contracts (excluding Floor Contracts covered by the following subsection (b)) entered Any Restricted Person may enter into with contracts for the purpose and effect of fixing prices on oil, natural gas, oil or natural gas liquids which is expected to be produced by Restricted PersonsPersons or which the Restricted Persons are legally obligated to purchase under purchase contracts then in effect, provided that at all times: (i) no such Hedging Contract fixes a price for a period later than 60 months after such contract is entered into; (ii) the aggregate monthly oil 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 Administrative Agent) for any single month does not in the aggregate exceed 85% the sum of Restricted Persons’ aggregate seventy-five percent (75%) of Projected Oil and Gas Production (calculated separately for oil, natural gas, and natural gas liquids) anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ businesses for such month, determined separately with respect (ii) the aggregate monthly gas 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 oil and gasAdministrative Agent) for any single month does not in the aggregate exceed the sum of seventy-five percent (75%) of Projected Gas Production anticipated to be sold in the ordinary course of Restricted Persons’ businesses for such month, (iii) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up moneymoney (except as provided in Section 7.2(e)), assets, letters of credit (unless the Indebtedness arising with respect thereto is permitted under Section 7.1(f)), or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunderthereunder (except that any such contract that is with an Approved Counterparty may be secured pursuant to the Security Documents and entitled to the benefits of Security Documents and the provisions of this Agreement and the other Loan Documents relating to the Collateral in accordance with Section 10.14), and (iv) each such contract is with a counterparty or has a guarantor of the obligation of the counterparty who (unless at the time the contract is made such counterparty is an Approved Counterparty;) at the time the contract is made has long-term obligations rated BBB- or Baa3 or better, respectively, by either Rating Agency or is an investment grade-rated industry participant; and
(b) Floor Contracts, provided that (i) no such contract has a term of more than 60 months after such contract is entered into, (ii) the aggregate monthly production covered by all such Any Restricted Person may enter into contracts for any single month does not in the aggregate exceed 100% of Restricted Persons’ aggregate Projected Oil and Gas Production anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ businesses for such month, and (iii) each such contract is with an Approved Counterparty;
(c) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate, provided that (i) at the time such Hedging Contract is entered into, the aggregate notional amount of such contracts does not exceed 75% of the anticipated outstanding principal balance of the indebtedness 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, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with a counterparty or has a guarantor of the obligation of the counterparty who (unless at the time the contract is made such counterparty is an Approved Counterparty; and
(d) Hedging Contracts entered into by a Restricted Person with at the purpose and effect of fixing prices on currency expected to be exchanged (x) from U.S. Dollars into Australian dollars or (y) from Australian dollars into U.S. Dollars, in each case in time the ordinary course of the Credit Parties’ business and not for speculative purposes, provided that at all times: (i) no such Hedging Contract fixes a price for a period later than 12 months after such contract is entered intomade has long-term obligations rated BBB- or Baa3 or better, (ii) the Credit Parties must maintain at all times Cash Equivalents at least equal to the aggregate notional amount of all such contractsrespectively, (iii) if any monthly notional amount of currency subject to any such Hedging Contract by either Rating Agency or is on deposit in any Section 1031 taxan investment grade-deferred exchange account (or other similar restricted account), then such amount must be permanently released from such account or restrictions prior to the date on which the Hedging Contract for such month is settled, (iv) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (v) each such contract is with an Approved Counterpartyrated industry participant.
Appears in 1 contract
Samples: Credit Agreement (W&t Offshore Inc)
Hedging Contracts. No Restricted Person will be a party to or in any manner be liable on any Hedging Contract Contract, except:
(a) Hedging Contracts (excluding Floor Contracts covered by the following subsection (b)) contracts entered into with the purpose and effect of fixing prices on oil, natural gas, Natural Gas or natural gas Natural Gas liquids expected to be produced bought or sold by Restricted Persons, provided that at all times: (i1) no such Hedging Contract contract fixes a price for a period later term of more than 60 months after such contract is entered intotwenty-four (24) months; (ii2) the aggregate monthly production of Natural Gas liquids covered by all such contracts Hedging Contracts (determined, in the case of contracts that are not settled on a monthly basis, by a monthly proration acceptable to Administrative Agent) for any single month does not in the aggregate exceed 85% eighty percent (80%) of the aggregate Projected Natural Gas Liquid Production of Restricted Persons’ aggregate Projected Oil and Gas Production (calculated separately for oil, natural gas, and natural gas liquids) Persons anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ their businesses for such month, determined separately with respect (3) the aggregate monthly volumes of Natural Gas covered by all such Hedging Contracts (determined, in the case of contracts that are not settled on a monthly basis, by a monthly proration acceptable to oil and gasAgent) for any single month does not in the aggregate exceed eighty percent (80%) of the aggregate Projected Natural Gas Purchases of Restricted Persons anticipated to be purchased in the ordinary course of their businesses for such month, (iii4) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract entered into after the date hereof requires any Restricted Person to put up money, assets, or other security security, other than letters of credit (and such contracts, in the aggregate, do not require Restricted Persons to put up letters of credit in an aggregate amount in excess of $1,000,000), against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and ; (iv5) each such contract is with an Approved Counterparty;
(b) Floor Contracts, provided that (i) no such contract a counterparty or has a term of more than 60 months after such contract is entered into, (ii) the aggregate monthly production covered by all such contracts for any single month does not in the aggregate exceed 100% of Restricted Persons’ aggregate Projected Oil and Gas Production anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course guarantor of the Restricted Persons’ businesses for obligation of the counterparty who (unless such monthcounterparty is a Bank Party, and (iii) each such contract is with an Approved Counterparty;
(c) Hedging Contracts entered into by a Restricted Person with the purpose and effect AIG Trading Corporation or one of fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate, provided that (itheir respective Affiliates) at the time such Hedging Contract is entered into, the aggregate notional amount of such contracts does not exceed 75% of the anticipated outstanding principal balance of the indebtedness 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, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with made has long-term obligations rated AA or Aa2 or better, respectively, by either Rating Agency, or is an Approved Counterparty; and
(d) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing prices on currency expected to be exchanged (x) from U.S. Dollars into Australian dollars or (y) from Australian dollars into U.S. Dollars, in each case in the ordinary course of the Credit Parties’ business and not for speculative purposes, provided that at all times: (i) no such Hedging Contract fixes a price for a period later than 12 months after such contract is entered into, (ii) the Credit Parties must maintain at all times Cash Equivalents at least equal to the aggregate notional amount of all such contracts, (iii) if any monthly notional amount of currency subject to any such Hedging Contract is on deposit in any Section 1031 tax-deferred exchange account (or other similar restricted account), then such amount must be permanently released from such account or restrictions prior to the date on which the Hedging Contract for such month is settled, (iv) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (v6) each such contract is with an Approved Counterparty.Restricted Persons shall not enter into
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Hedging Contracts. No Restricted Person will be a party to or in any manner be liable on any Hedging Contract except:
(a) Hedging Contracts (excluding Floor Contracts covered by the following subsection (b)) entered into with the purpose and effect of fixing prices on oil, natural gas, oil or natural gas liquids expected to be produced by the Restricted Persons, Persons and not for speculative purposes; provided that at all times: (i) no such Hedging Contract fixes a price for a period later than 60 36 months after such contract Hedging Contract is entered into; (ii) the aggregate monthly production covered by all such contracts Hedging Contracts (determined, in the case of contracts Hedging Contracts that are not settled on a monthly basis, by a monthly proration reasonably acceptable to Administrative Agent) for any single month does not in the aggregate exceed 85% [Redacted] of the Restricted Persons’ aggregate Projected Oil and Gas Production (calculated separately for oil, natural gas, and natural gas liquids) anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ businesses for such month, determined separately with respect to oil and gas, (iii) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (iv) each such contract is with an Approved Counterparty;
(b) Floor Contracts, provided that (i) no such contract has a term of more than 60 months after such contract is entered into, (ii) the aggregate monthly production covered by all such contracts for any single month does not in the aggregate exceed 100% of Restricted Persons’ aggregate Projected PDP Oil and Gas Production anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of business by the Restricted Persons’ businesses Persons for such month, determined separately with respect to oil and gas; (iii) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such Hedging Contract requires any Restricted Person to put up money, assets or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder; and (iv) each such contract Hedging Contract is with an Approved Counterparty;; and
(cb) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate, rate and not for speculative purposes; provided that that: (i) no such Hedging Contract shall have a tenor that extends beyond the maturity of the Indebtedness that such Hedging Contract is intended to hedge; (ii) at the time such Hedging Contract is entered into, the aggregate notional amount of such contracts Hedging Contracts does not exceed 75% of the anticipated outstanding principal balance of the indebtedness 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, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with an Approved Counterparty; and
(d) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing prices on currency expected to be exchanged (x) from U.S. Dollars into Australian dollars or (y) from Australian dollars into U.S. Dollars, in each case in the ordinary course of the Credit Parties’ business and not for speculative purposes, provided that at all times: (i) no such Hedging Contract fixes a price for a period later than 12 months after such contract is entered into, (ii) the Credit Parties must maintain at all times Cash Equivalents at least equal to the aggregate notional amount of all such contracts, (iii) if any monthly notional amount of currency subject to any such Hedging Contract is on deposit in any Section 1031 tax-deferred exchange account (or other similar restricted account), then such amount must be permanently released from such account or restrictions prior to the date on which the Hedging Contract for such month is settled, (iv) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (v) each such contract is with an Approved Counterparty.[Redacted] of
Appears in 1 contract
Samples: Credit Agreement
Hedging Contracts. No Restricted Person will be a party to or in any manner be liable on any Hedging Contract except:
(a) Hedging Oil. Contracts (excluding Floor Contracts covered by the following subsection (b)) entered into with the purpose and effect of fixing prices on oil, natural gas, or natural gas liquids oil expected to be produced produced, sold or transported by Restricted PersonsPersons from its oil and gas properties, provided that at all times: (i) no such Hedging Contract contract fixes a price for a period later term of more than 60 months after such except (x) contracts that are directly hedged to offset a longer term fixed rate contract is entered intoand (y) contracts covering oil and gas properties in the Midway-Sunset Field which have a term not to exceed 84 months; (ii) 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 Administrative Agent and the First Lien Agent) for any single month does not in the aggregate exceed 8590% of the Restricted Persons’ aggregate Projected Oil and Gas Production (calculated separately for oil, natural gas, and natural gas liquids) anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ businesses for such month, determined separately with respect and the aggregate monthly production covered by all such contracts having a term of more than 60 months but not more than 84 months shall not in the aggregate exceed 60% of the Restricted Persons’ aggregate Projected Oil Production from the Midway-Sunset Field anticipated to oil and gasbe sold in the ordinary course of such Persons’ business for such month, (iii) except for letters of credit and the Collateral under the First Lien Security Documents with respect to First Lien Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, assets or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (iv) each such contract is with an Approved Counterparty;a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender or one of its Affiliates) at the time the contract is made has long-term obligations rated A1 by Xxxxx’x or A+ by S & P, or better, respectively, by either Rating Agency.
(b) Floor Contracts, provided that (i) no such contract has a term of more than 60 months after such contract is entered into, (ii) the aggregate monthly production covered by all such contracts for any single month does not in the aggregate exceed 100% of Restricted Persons’ aggregate Projected Oil and Gas Production anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ businesses for such month, and (iii) each such contract is with an Approved Counterparty;
(c) Hedging Gas. Contracts entered into by a Restricted Person with the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate, provided that (i) at the time such Hedging Contract is entered into, the aggregate notional amount of such contracts does not exceed 75% of the anticipated outstanding principal balance of the indebtedness 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, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with an Approved Counterparty; and
(d) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing prices on currency gas expected to be exchanged (x) produced, sold or transported by Restricted Persons from U.S. Dollars into Australian dollars its oil and gas properties or (y) from Australian dollars into U.S. Dollars, gas expected to be purchased by Restricted Persons for use in each case in the ordinary course of the Credit Parties’ business and not for speculative purposesoil production by such Restricted Persons, provided that at all times: (i) no such Hedging Contract contract fixes a price for a period later term of more than 12 60 months after such contract is entered into, except contracts that are directly hedged to offset a longer term fixed rate contract; (ii) the Credit Parties must maintain at aggregate monthly production or purchase volume, respectively, covered by all times Cash Equivalents at least equal such contracts (determined, in the case of contracts that are not settled on a monthly basis, by a monthly proration acceptable to the Administrative Agent and the First Lien Agent) for any single month does not exceed 90% of Restricted Persons’ aggregate notional amount Projected Gas Production anticipated to be sold in the case of all contracts on gas sales volumes, or 90% of Restricted Persons’ aggregate volume of projected gas purchases anticipated in the ordinary course of Restricted Persons’ businesses for such contractsmonth, (iii) if any monthly notional amount of currency subject to any such Hedging Contract is on deposit in any Section 1031 tax-deferred exchange account (or other similar restricted account), then such amount must be permanently released from such account or restrictions prior to the date on which the Hedging Contract for such month is settled, (iv) except for letters of credit and the Collateral under the First Lien Security Documents with respect to First Lien Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, assets or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (viv) each such contract is with an Approved Counterpartya counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender or one of its Affiliates) at the time the contract is made has long-term obligations rated A1 by Xxxxx’x or A+ by S & P, or better, respectively, by either Rating Agency.
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Hedging Contracts. No Restricted Person will be a party to or in any manner be liable on any Hedging Contract except:
Contract, except (aA) the Existing Hedging Contracts and (excluding Floor Contracts covered by the following subsection (b)B) contracts entered into with the purpose and effect of fixing prices on oil, natural gas, oil or natural gas liquids expected to be produced by Restricted Persons, provided that at all times: (i1) no such Hedging Contract contract fixes a price for a period later term of more than 60 months after such contract is entered intotwenty-four (24) months; (ii2) 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 Administrative AgentAgent and excluding for purposes of this clause (2) any contracts that do not require any Restricted Person to deliver hydrocarbons) for any single month does not in the aggregate exceed 85the greater of (a) 80% of Restricted Persons’ aggregate Projected Oil and Gas Production Proved Developed Producing Reserves or (calculated separately for oil, natural gas, and natural gas liquidsb) anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course 60% of the Restricted Persons’ businesses for such month, determined separately with respect to oil and gas, Risked Proved Reserves (iiias defined below); (3) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, any letter of credit other than the Letters of Credit issued under this Agreement, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and ; (iv4) each such contract is with an Approved Counterparty;
(b) Floor Contracts, provided that (i) no such contract a counterparty or has a term guarantor of more than 60 months after the obligation of the counterparty who (unless such counterparty is a Lender Party or one of its Affiliates) at the time the contract is made has long-term obligations rated AA or Aa2 or better, respectively, by either Rating Agency, is an investment grade-rated industry participant or has provided a letter of credit in form and amount satisfactory to Administrative Agent and that is issued by a letter of credit issuer satisfactory to Administrative Agent; and (5) at the time any Restricted Person entered intointo such contract, the Borrowers’ Adjusted Working Capital was not less than $20,000,000. As used in this subsection, the terms “Restricted Persons’ Risked Proved Reserves” means, as of any date, the sum of (iia) the aggregate monthly production covered by all such contracts for any single month does not in the aggregate exceed 100% of Restricted Persons’ aggregate Projected Oil and Gas Production anticipated Proved Developed Producing Reserves, plus (at the time such Hedging Contract is entered intob) to be sold in the ordinary course 75% of the Restricted Persons’ businesses for such monthProved Developed Nonproducing Reserves, and (iii) each such contract is with an Approved Counterparty;
plus (c) Hedging Contracts entered into by 50% of Restricted Persons’ Proved Undeveloped Reserves; in each case, as such Proved Reserves are projected in the most recent report delivered pursuant to Section 6.2(c), after deducting projected production from any properties or interests sold or under contract for sale that had been included in such report and after adding projected production from any properties or interests that had not been reflected in such report but that are reflected in a Restricted Person with separate or supplemental reports satisfactory to Administrative Agent. As used in this Section 7.4, the purpose and effect term “Adjusted Working Capital” means, as of fixing interest rates on a principal amount any date of indebtedness determination, the sum of such Restricted Person that is accruing interest at a variable rate, provided that (i) at Borrowers’ Consolidated current assets, excluding any assets from the time such Hedging Contract is entered intoapplication of Statement of Financial Accounting Standards No. 133 minus Borrowers’ Consolidated current liabilities (in each case as determined in accordance with GAAP), excluding any liabilities arising from the aggregate notional amount application of such contracts does not exceed 75% Statement of the anticipated outstanding principal balance of the indebtedness 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, Financial Accounting Standards No. 133 and asset retirement obligations plus (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with an Approved Counterparty; and
(d) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing prices on currency expected to be exchanged (x) from U.S. Dollars into Australian dollars or (y) from Australian dollars into U.S. Dollars, in each case in the ordinary course of the Credit Parties’ business and not for speculative purposes, provided that at all times: (i) no such Hedging Contract fixes a price for a period later than 12 months after such contract is entered into, (ii) the Credit Parties must maintain at all times Cash Equivalents at least equal to the aggregate notional amount of all availability as of such contracts, (iii) if any monthly notional amount of currency subject to any such Hedging Contract is on deposit in any Section 1031 tax-deferred exchange account (or other similar restricted account), then such amount must be permanently released from such account or restrictions prior to the date on which the Hedging Contract for such month is settled, (iv) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (v) each such contract is with an Approved CounterpartyBorrowing Base.
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Hedging Contracts. No Restricted Person will be a party to or in any manner be liable on any Hedging Contract except:
(a) Hedging Contracts (excluding Floor Contracts covered by the following subsection (b)) contracts entered into with the purpose and effect of fixing prices on oil, natural gas, oil or natural gas liquids expected to be produced by Restricted Persons, provided that at all times: (i) no such Hedging Contract contract fixes a price for a period later than 60 thirty-six (36) months after such contract is entered into; , (ii) the aggregate monthly production covered by all such contracts for any single month (determined, in the case of contracts that are not settled on a monthly basis, by a monthly proration acceptable to Administrative Agent) for any single month does not in the aggregate exceed 85% (A) for contracts that have a term of twelve (12) months or less, ninety percent (90%) of Restricted Persons’ aggregate Projected Oil and Gas Production anticipated (calculated separately at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ businesses for oilsuch month and (B) for contracts that have a term of more than twelve (12) months, natural gasbut less than thirty-six (36), eighty percent (80%) of Restricted Persons’ aggregate Projected Oil and natural gas liquids) Gas Production anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ businesses for such month, determined separately with respect to oil and gas, (iii) except for letters of credit and the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (iv) each such contract is with a counterparty or has a guarantor of the obligation of the counterparty who is a Lender or one of its Affiliates or an Approved Counterparty;existing counterparty listed in Schedule 5; and
(b) Floor Contracts, provided that (i) no such contract has a term of more than 60 months after such contract is entered into, (ii) the aggregate monthly production covered by all such contracts for any single month does not in the aggregate exceed 100% of Restricted Persons’ aggregate Projected Oil and Gas Production anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ businesses for such month, and (iii) each such contract is with an Approved Counterparty;
(c) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate, provided that (i) at the time such Hedging Contract is entered into, the aggregate notional amount of such contracts does not exceed 75% eighty percent (80%), excluding puts, of the anticipated outstanding principal balance of the indebtedness 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, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with an Approved Counterparty; anda counterparty or has a guarantor of the obligation of the counterparty who is a Lender or one of its Affiliates.
(dc) Hedging Contracts entered into Notwithstanding the foregoing provisions of this Section 7.3, there shall be no limitations on the purchase by a the Restricted Person Persons of put options or floor transactions with the purpose and effect of fixing prices on currency expected respect to oil or gas produced by Restricted Persons; provided, however, that any such put or floor transaction shall be exchanged (x) from U.S. Dollars into Australian dollars or (y) from Australian dollars into U.S. Dollarssolely for hedging, in each case in the ordinary course of the Credit Parties’ business and not for speculative purposes, provided that at all times: and the Restricted Person shall have no obligations thereunder other than payment of the applicable premium for any such put or floor transaction.
(id) no such Borrower shall not cause or permit an early termination of any Hedging Contract fixes a price for a period later than 12 months after such contract is entered into, (ii) the Credit Parties must maintain at all times Cash Equivalents at least equal to the aggregate notional amount of all such contracts, (iii) if any monthly notional amount of currency subject to any such Hedging Contract is on deposit in any Section 1031 tax-deferred exchange account (or other similar restricted account), then such amount must be permanently released from such account or restrictions prior to the date on which Administrative Agent and Lenders have relied in determining the Hedging Contract for such month Borrowing Base unless prior approval is settled, (iv) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (v) each such contract is with an Approved Counterpartyreceived from Administrative Agent.
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Hedging Contracts. No Restricted Person will be a party to or in any manner be liable on any Hedging Contract other than Hedging Contracts with Approved Counterparties required pursuant to Section 6.14, except:
(a) Hedging Contracts (excluding Floor Contracts covered by the following subsection (b)) entered Any Restricted Person may enter into with contracts for the purpose and effect of fixing prices on oil, natural gas, oil or natural gas liquids which is expected to be produced by Restricted PersonsPersons or which the Restricted Persons are legally obligated to purchase under purchase contracts then in effect, provided that at all times: (i) no such Hedging Contract fixes a price for a period later than 60 months after such contract is entered into; (ii) the aggregate monthly oil 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 Administrative Agent) for any single month does not in the aggregate exceed 85% the sum of Restricted Persons’ aggregate seventy-five percent (75%) of Projected Oil and Gas Production (calculated separately for oil, natural gas, and natural gas liquids) anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of Restricted Persons’ businesses for such month set forth in Schedule 7.3, (ii) the aggregate monthly gas 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 Agent) for any single month does not in the aggregate exceed the sum of seventy-five percent (75%) of Projected Gas Production anticipated to be sold in the ordinary course of Restricted Persons’ businesses for such month, determined separately with respect to oil and gas, (iii) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up moneymoney (except as provided in Section 7.2(e)), assets, letters of credit (unless the Indebtedness arising with respect thereto is permitted under Section 7.1(f)), or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunderthereunder (except that any such contract that is with a Lender or an Affiliate of a Lender may be secured pursuant to the Security Documents and entitled to the benefits of Security Documents and the provisions of this Agreement and the other Loan Documents relating to the Collateral in accordance with Section 10.14), and (iv) each such contract is with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender Party or one of its Affiliates) at the time the contract is made has long-term obligations rated BBB- or Baa3 or better, respectively, by either Rating Agency or is an Approved Counterparty;investment grade-rated industry participant; and
(b) Floor Contracts, provided that (i) no such contract has a term of more than 60 months after such contract is entered into, (ii) the aggregate monthly production covered by all such Any Restricted Person may enter into contracts for any single month does not in the aggregate exceed 100% of Restricted Persons’ aggregate Projected Oil and Gas Production anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ businesses for such month, and (iii) each such contract is with an Approved Counterparty;
(c) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate, provided that (i) at the time such Hedging Contract is entered into, the aggregate notional amount of such contracts does not exceed 75% of the anticipated outstanding principal balance of the indebtedness 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, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with an Approved Counterparty; and
(d) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing prices on currency expected to be exchanged (x) from U.S. Dollars into Australian dollars counterparty or (y) from Australian dollars into U.S. Dollars, in each case in the ordinary course has a guarantor of the Credit Parties’ business and not for speculative purposes, provided that obligation of the counterparty who (unless such counterparty is a Lender Party or one of its Affiliates) at all times: (i) no such Hedging Contract fixes a price for a period later than 12 months after such the time the contract is entered intomade has long-term obligations rated BBB- or Baa3 or better, (ii) the Credit Parties must maintain at all times Cash Equivalents at least equal to the aggregate notional amount of all such contractsrespectively, (iii) if any monthly notional amount of currency subject to any such Hedging Contract by either Rating Agency or is on deposit in any Section 1031 taxan investment grade-deferred exchange account (or other similar restricted account), then such amount must be permanently released from such account or restrictions prior to the date on which the Hedging Contract for such month is settled, (iv) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (v) each such contract is with an Approved Counterpartyrated industry participant.
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Samples: Credit Agreement (W&t Offshore Inc)
Hedging Contracts. No Restricted Person will be a party to or in any manner be liable on any Hedging Contract except:Contract, unless such contracts are entered into as a hedge of equity oil and gas production (whether production is produced by any Restricted Person or purchased from third parties), floating rate Indebtedness or foreign currency needs (and not as a speculative investment), such contracts are entered into in the ordinary course of the Restricted Persons' businesses, and
(ai) Hedging Contracts (excluding Floor Contracts covered by the following subsection (b)) if such contracts are entered into with the purpose and effect of fixing prices on oil, natural gas, oil or natural gas liquids expected to be produced by Restricted Persons, provided that at all times: :
(iA) no such Hedging Contract fixes a price for a period later than 60 months after such contract is entered into; (ii) the aggregate monthly production covered by all such contracts for any single month (determined, in the case of contracts that are not settled on a monthly basis, by a monthly proration acceptable to Administrative Agent) for any single month does not do not, in the aggregate exceed 85% aggregate, cover amounts greater than seventy- five percent (75%) of the Restricted Persons’ ' aggregate Projected Oil and Gas Production (calculated separately for oil, natural gas, and natural gas liquids) anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ ' businesses for such month, determined separately with respect to oil and gas, ; AND
(iiiB) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires contracts do not require any Restricted Person to put up money, assets, provide any Lien or other security against letter of credit to secure the event of its nonperformance prior to actual default by such Restricted Person in performing its Persons' obligations thereunder, other than Liens on cash or cash equivalents and (iv) each such contract is with an Approved Counterparty;
(b) Floor Contracts, letters of credit; provided that the aggregate amount of cash and cash equivalents subject to Liens securing such contracts and the undrawn amount of all letters of credit securing such contracts shall not exceed $30,000,000 at any time. As used in this subsection (i), the term "PROJECTED OIL AND GAS PRODUCTION" means the projected production of oil or gas (measured by volume unit or BTU equivalent, not sales price) no such contract has a for the term of more than 60 months after such contract is entered intothe contracts or a particular month, as applicable, from properties and interests owned by any Restricted Person which have attributable to them proved oil or gas reserves.
(ii) the aggregate monthly production covered by all if such contracts for any single month does not in the aggregate exceed 100% of Restricted Persons’ aggregate Projected Oil and Gas Production anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ businesses for such month, and (iii) each such contract is with an Approved Counterparty;
(c) Hedging Contracts are entered into by a Restricted Person with the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate, provided that (i) at the time such Hedging Contract is entered into, the aggregate notional amount of such contracts does not exceed 75% of never exceeds the anticipated outstanding principal balance of the indebtedness 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, (ii) and the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with an Approved Counterparty; and
(d) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing prices on currency expected to be exchanged (x) from U.S. Dollars into Australian dollars or (y) from Australian dollars into U.S. Dollars, in each case in the ordinary course of the Credit Parties’ business and not for speculative purposes, provided that at all times: (i) no such Hedging Contract fixes a price for a period later than 12 months after such contract is entered into, (ii) the Credit Parties must maintain at all times Cash Equivalents at least equal to the aggregate notional amount of all such contracts, (iii) if any monthly notional amount of currency subject to any such Hedging Contract is on deposit in any Section 1031 tax-deferred exchange account (or other similar restricted account), then such amount must be permanently released from such account or restrictions prior to the date on which the Hedging Contract for such month is settled, (iv) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (v) each such contract is with an Approved Counterpartycontract.
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Hedging Contracts. No Restricted Person will be a party to or in any manner be liable on any Hedging Contract except:
(a) Hedging Contracts (excluding Floor Contracts covered by the following subsection (b)) contracts entered into with the purpose and effect of fixing prices on oil, natural gas, oil or natural gas liquids expected gasexpected to be produced produced, purchased, sold or transported by Restricted Persons, provided that at all times: (i) no such Hedging Contract contract fixes a price for a period later term of more than 60 thirty-six (36) months after such contract is entered intoexcept contracts that are directly hedged to offset a longer term fixed rate contract; (ii) 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 Administrative Agent) for any single month does not in the aggregate exceed 85% seventy-five percent (75%) of Restricted Persons’ ' aggregate Projected Oil and Gas Production (calculated separately for oil, natural gas, and natural gas liquids) anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ ' businesses for such month, determined separately with respect to oil and gas, (iii) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, letters of credit or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (iv) each such contract is with an Approved Counterparty;
(b) Floor Contracts, provided that (i) no such contract a counterparty or has a term guarantor of more than 60 months after the obligation of the counterparty who (unless such counterparty is a Lender or one of its Affiliates) at the time the contract is entered intomade has long-term obligations rated A1 by Moody's or A+ by S & P, (ii) or better, xxxxxctively, by either Rating Agency. As used in this subsection, the aggregate monthly production covered by all such contracts for any single month does not in the aggregate exceed 100% of Restricted Persons’ aggregate term "Projected Oil and Gas Production anticipated Production" means the projected production of oil or gas (at measured by volume unit or BTU equivalent, not sales price) for the time such Hedging Contract is entered into) to be sold in the ordinary course term of the Restricted Persons’ businesses for such contracts or a particular month, as applicable, from properties and (iii) each such contract is with an Approved Counterparty;
(c) Hedging Contracts entered into interests owned by a Restricted Person with the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate, provided that (i) at the time such Hedging Contract is entered into, the aggregate notional amount of such contracts does not exceed 75% of the anticipated outstanding principal balance of the indebtedness 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, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with an Approved Counterparty; and
(d) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing prices on currency expected to be exchanged (x) from U.S. Dollars into Australian dollars or (y) from Australian dollars into U.S. Dollars, in each case in the ordinary course of the Credit Parties’ business and not for speculative purposes, provided that at all times: (i) no such Hedging Contract fixes a price for a period later than 12 months after such contract is entered into, (ii) the Credit Parties must maintain at all times Cash Equivalents at least equal to the aggregate notional amount of all such contracts, (iii) if any monthly notional amount of currency subject to any such Hedging Contract is on deposit in any Section 1031 tax-deferred exchange account (or other similar restricted account), then such amount must be permanently released from such account or restrictions prior to the date on which the Hedging Contract for such month is settled, (iv) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person which are located in or offshore of the United States and which have attributable to put up moneythem proved oil or gas reserves, assetsas such production is projected in the most recent report delivered pursuant to Section 6.2(d), after deducting projected production from any properties or other security against interests sold or under contract for sale that had been included in such report and after adding projected production from any properties or interests that had not been reflected in such report but that are reflected in a separate or supplemental reports meeting the event requirements of its nonperformance prior such Section 6.2(d) above and otherwise are satisfactory to actual default by such Restricted Person in performing its obligations thereunder, and (v) each such contract is with an Approved Counterparty.Administrative Agent;
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Hedging Contracts. No Restricted Person will be a party to or in any manner be liable on any Hedging Contract except:
Contract, except (aA) the Existing Hedging Contracts and (excluding Floor Contracts covered by the following subsection (b)B) contracts entered into with the purpose and effect of fixing prices on oil, natural gas, oil or natural gas liquids expected to be produced by Restricted Persons, provided that at all times: (i1) no such Hedging Contract contract fixes a price for a period later term of more than 60 forty-eight (48) months after such contract is entered into; (ii2) 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 Administrative AgentAgent and excluding for purposes of this clause (2) any contracts that do not require any Restricted Person to deliver hydrocarbons) for any single month does not in the aggregate exceed 85the greater of (a) subject to the last sentence of this Section 7.4, 80% of Restricted Persons’ aggregate Projected Oil and Gas Production Proved Developed Producing Reserves or (calculated separately for oil, natural gas, and natural gas liquidsb) anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course 60% of the Restricted Persons’ businesses for such month, determined separately with respect to oil and gas, Risked Proved Reserves (iiias defined below); (3) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, any letter of credit other than the Letters of Credit issued under this Agreement, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, ; and (iv4) each such contract is with an Approved Counterparty;
(b) Floor Contracts, provided that (i) no such contract a counterparty or has a term guarantor of more than 60 months after the obligation of the counterparty who (unless such counterparty is a Lender Party or one of its Affiliates) at the time the contract is entered intomade has long-term obligations rated AA or Aa2 or better, respectively, by either Rating Agency, is an investment grade-rated industry participant or has provided a letter of credit in form and amount satisfactory to Administrative Agent and that is issued by a letter of credit issuer satisfactory to Administrative Agent. As used in this subsection, the terms “Restricted Persons’ Risked Proved Reserves” means, as of any date, the sum of (iia) the aggregate monthly production covered by all such contracts for any single month does not in the aggregate exceed 100% of Restricted Persons’ aggregate Projected Oil and Gas Production anticipated Proved Developed Producing Reserves, plus (at the time such Hedging Contract is entered intob) to be sold in the ordinary course 75% of the Restricted Persons’ businesses for such monthProved Developed Nonproducing Reserves, and (iii) each such contract is with an Approved Counterparty;
plus (c) 50% of Restricted Persons’ Proved Undeveloped Reserves; in each case, as such Proved Reserves are projected in the most recent report delivered pursuant to Section 6.2(c), after deducting projected production from any properties or interests sold or under contract for sale that had been included in such report and after adding projected production from any properties or interests that had not been reflected in such report but that are reflected in a separate or supplemental reports satisfactory to Administrative Agent. At any time that the Facility Usage is zero, the percentage set forth in clause (2)(a) of this Section 7.4 shall be 100%; provided, however, that if the Restricted Persons have entered into Hedging Contracts entered into of the type limited by clause (2)(a) of this Section 7.4 for volumes in excess of 80% of Proved Developed Producing Reserves and thereafter request a Loan or a Letter of Credit and the Facility Usage increases to greater than zero, then, on or before the 15th Business Day after such increase, the Restricted Person with Persons shall take such actions as shall be necessary to reduce the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate, provided that (i) at the time volumes covered by such Hedging Contract is entered into, the aggregate notional amount of such contracts does not exceed 75Contracts to no greater than 80% of the anticipated outstanding principal balance of the indebtedness 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, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with an Approved Counterparty; and
(d) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing prices on currency expected to be exchanged (x) from U.S. Dollars into Australian dollars or (y) from Australian dollars into U.S. Dollars, in each case in the ordinary course of the Credit Parties’ business and not for speculative purposes, provided that at all times: (i) no such Hedging Contract fixes a price for a period later than 12 months after such contract is entered into, (ii) the Credit Parties must maintain at all times Cash Equivalents at least equal to the aggregate notional amount of all such contracts, (iii) if any monthly notional amount of currency subject to any such Hedging Contract is on deposit in any Section 1031 tax-deferred exchange account (or other similar restricted account), then such amount must be permanently released from such account or restrictions prior to the date on which the Hedging Contract for such month is settled, (iv) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (v) each such contract is with an Approved CounterpartyProved Developed Producing Reserves.
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Hedging Contracts. No Restricted Person will be a party to or in any manner be liable on any Hedging Contract Contract, except:
(a) Hedging Contracts (excluding Floor Contracts covered by the following subsection (b)) entered Any Restricted Person may enter into with contracts for the purpose and effect of fixing prices on oil, natural gas, oil or natural gas liquids which is expected to be produced by Restricted PersonsPersons or which the Restricted Persons are legally obligated to purchase under purchase contracts then in effect, provided that at all times: (i) no such Hedging Contract fixes a price for a period later than 60 months after such contract is entered into; (ii1) the aggregate monthly oil 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 Administrative Agent) for any single month does not in the aggregate exceed 85% the sum of Restricted Persons’ aggregate seventy-five percent (75%) of Projected Oil and Gas Production (calculated separately for oil, natural gas, and natural gas liquids) anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ businesses for such month, determined separately with respect (2) the aggregate monthly gas 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 oil and gasAgent) for any single month does not in the aggregate exceed the sum of seventy-five percent (75%) of Projected Gas Production anticipated to be sold in the ordinary course of Restricted Persons’ businesses for such month, (iii3) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up moneymoney (except as provided in Section 7.2(e)), assets, letters of credit (unless the Indebtedness arising with respect thereto is permitted under Section 7.1(f), or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (iv4) each such contract is with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender Party or one of its Affiliates) at the time the contract is made has long-term obligations rated BBB- or Baa3 or better, respectively, by either Rating Agency or is an Approved Counterparty;investment grade-rated industry participant; and
(b) Floor Contracts, provided that (i) no such contract has a term of more than 60 months after such contract is entered into, (ii) the aggregate monthly production covered by all such Any Restricted Person may enter into contracts for any single month does not in the aggregate exceed 100% of Restricted Persons’ aggregate Projected Oil and Gas Production anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ businesses for such month, and (iii) each such contract is with an Approved Counterparty;
(c) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate, provided that (i1) at the time such Hedging Contract is entered into, the aggregate notional amount of such contracts does not exceed never exceeds seventy-five percent (75% %) of the anticipated outstanding principal balance of the indebtedness 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, (ii2) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii3) each such contract is with an Approved Counterparty; and
(d) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing prices on currency expected to be exchanged (x) from U.S. Dollars into Australian dollars counterparty or (y) from Australian dollars into U.S. Dollars, in each case in the ordinary course has a guarantor of the Credit Parties’ business and not for speculative purposes, provided that obligation of the counterparty who (unless such counterparty is a Lender Party or one of its Affiliates) at all times: (i) no such Hedging Contract fixes a price for a period later than 12 months after such the time the contract is entered intomade has long-term obligations rated AA or Aa2 or better, (ii) the Credit Parties must maintain at all times Cash Equivalents at least equal to the aggregate notional amount of all such contractsrespectively, (iii) if any monthly notional amount of currency subject to any such Hedging Contract is on deposit in any Section 1031 tax-deferred exchange account (or other similar restricted account), then such amount must be permanently released from such account or restrictions prior to the date on which the Hedging Contract for such month is settled, (iv) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (v) each such contract is with an Approved Counterpartyeither Rating Agency.
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Samples: Credit Agreement (W&t Offshore Inc)
Hedging Contracts. No Restricted Person will be a party to or in any manner be liable on any Hedging Contract Contract, except:
(a) Borrower shall at all times during the Required Oil Hedge Period maintain contracts which fix prices on oil which is expected to be produced by Restricted Persons or which the Restricted Persons are legally obligated to purchase under purchase contracts then in effect, covering at least the Required Hedging Contracts Oil Amount of Projected Oil Production anticipated to be sold in the ordinary course of Restricted Persons' businesses during each month, provided that (excluding Floor Contracts covered 1) no such contract shall require any Restricted Person to put up money (except as provided in Section 7.2(e)), assets, letters of credit (unless the Indebtedness arising with respect thereto is permitted under Section 7.1(f)), or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (2) each such contract shall be with a counterparty or has a guarantor of the following subsection obligation of the counterparty who (unless such counterparty is a Lender Party or one of its Affiliates) at the time the contract is made has long-term obligations rated BBB- or Baa3 or better, respectively, by either Rating Agency or is an investment grade-rated industry participant.
(b)) entered Any Restricted Person may enter into with contracts for the purpose and effect of fixing prices on oil, natural gas, oil or natural gas liquids which is expected to be produced by Restricted PersonsPersons or which the Restricted Persons are legally obligated to purchase under purchase contracts then in effect, provided that at all times: (i) no such Hedging Contract fixes a price for a period later than 60 months after such contract is entered into; (ii1) the aggregate monthly oil 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 Administrative Agent) for any single month does not in the aggregate exceed the sum of eighty-five percent (85% %) of Restricted Persons’ aggregate Projected Oil and Gas Production (calculated separately for oil, natural gas, and natural gas liquids) anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ ' businesses for such month, determined separately with respect (2) the aggregate monthly gas 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 oil and gasAgent) for any single month does not in the aggregate exceed the sum of eighty-five percent (85%) of Projected Gas Production anticipated to be sold in the ordinary course of Restricted Persons' businesses for such month, (iii3) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up moneymoney (except as provided in Section 7.2(e)), assets, letters of credit (unless the Indebtedness arising with respect thereto is permitted under Section 7.1(f), or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (iv4) each such contract is with an Approved Counterparty;
(b) Floor Contracts, provided that (i) no such contract a counterparty or has a term guarantor of more than 60 months after the obligation of the counterparty who (unless such contract counterparty is entered into, (iia Lender Party or one of its Affiliates) the aggregate monthly production covered by all such contracts for any single month does not in the aggregate exceed 100% of Restricted Persons’ aggregate Projected Oil and Gas Production anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ businesses for such month, and (iii) each such contract is with made has long-term obligations rated BBB- or Baa3 or better, respectively, by either Rating Agency or is an Approved Counterparty;investment grade-rated industry participant.
(c) Hedging Contracts entered into by a Any Restricted Person with may enter into contracts for the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate, provided that (i1) at the time such Hedging Contract is entered into, the aggregate notional amount of such contracts does not exceed never exceeds seventy-five percent (75% %) of the anticipated outstanding principal balance of the indebtedness 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, (ii2) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii3) each such contract is with an Approved Counterparty; and
(d) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing prices on currency expected to be exchanged (x) from U.S. Dollars into Australian dollars counterparty or (y) from Australian dollars into U.S. Dollars, in each case in the ordinary course has a guarantor of the Credit Parties’ business and not for speculative purposes, provided that obligation of the counterparty who (unless such counterparty is a Lender Party or one of its Affiliates) at all times: (i) no such Hedging Contract fixes a price for a period later than 12 months after such the time the contract is entered intomade has long-term obligations rated AA or Aa2 or better, (ii) the Credit Parties must maintain at all times Cash Equivalents at least equal to the aggregate notional amount of all such contractsrespectively, (iii) if any monthly notional amount of currency subject to any such Hedging Contract is on deposit in any Section 1031 tax-deferred exchange account (or other similar restricted account), then such amount must be permanently released from such account or restrictions prior to the date on which the Hedging Contract for such month is settled, (iv) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (v) each such contract is with an Approved Counterpartyeither Rating Agency.
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Hedging Contracts. No Restricted Person will be a party to or in any manner be liable on any Hedging Contract other than Hedging Contracts with Approved Counterparties required pursuant to Section 6.14, except:
(a) Hedging Contracts (excluding Floor Contracts covered by the following subsection (b)) entered Any Restricted Person may enter into with contracts for the purpose and effect of fixing prices on oil, natural gas, oil or natural gas liquids which is expected to be produced by Restricted PersonsPersons or which the Restricted Persons are legally obligated to purchase under purchase contracts then in effect, provided that at all times: (i) no such Hedging Contract fixes a price for a period later than 60 months after such contract is entered into; (ii) the aggregate monthly oil 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 Administrative Agent) for any single month does not in the aggregate exceed 85% the sum of Restricted Persons’ aggregate seventy-five percent (75%) of Projected Oil and Gas Production (calculated separately for oil, natural gas, and natural gas liquids) anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of Restricted Persons’ businesses for such month set forth in Schedule 7.3, (ii) the aggregate monthly gas 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 Agent) for any single month does not in the aggregate exceed the sum of seventy-five percent (75%) of Projected Gas Production anticipated to be sold in the ordinary course of Restricted Persons’ businesses for such month, determined separately with respect to oil and gas, (iii) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up moneymoney (except as provided in Section 7.2(e)), assets, letters of credit (unless the Indebtedness arising with respect thereto is permitted under Section 7.1(f)), or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (iv) each such contract is with a counterparty or has a guarantor of the obligation of the counterparty who (unless such counterparty is a Lender Party or one of its Affiliates) at the time the contract is made has long-term obligations rated BBB- or Baa3 or better, respectively, by either Rating Agency or is an Approved Counterparty;investment grade-rated industry participant; and
(b) Floor Contracts, provided that (i) no such contract has a term of more than 60 months after such contract is entered into, (ii) the aggregate monthly production covered by all such Any Restricted Person may enter into contracts for any single month does not in the aggregate exceed 100% of Restricted Persons’ aggregate Projected Oil and Gas Production anticipated (at the time such Hedging Contract is entered into) to be sold in the ordinary course of the Restricted Persons’ businesses for such month, and (iii) each such contract is with an Approved Counterparty;
(c) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing interest rates on a principal amount of indebtedness of such Restricted Person that is accruing interest at a variable rate, provided that (i) at the time such Hedging Contract is entered into, the aggregate notional amount of such contracts does not exceed 75% never exceeds fifty percent (50%) of the anticipated outstanding principal balance of the indebtedness 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, (ii) the floating rate index of each such contract generally matches the index used to determine the floating rates of interest on the corresponding indebtedness to be hedged by such contract and (iii) each such contract is with an Approved Counterparty; and
(d) Hedging Contracts entered into by a Restricted Person with the purpose and effect of fixing prices on currency expected to be exchanged (x) from U.S. Dollars into Australian dollars counterparty or (y) from Australian dollars into U.S. Dollars, in each case in the ordinary course has a guarantor of the Credit Parties’ business and not for speculative purposes, provided that obligation of the counterparty who (unless such counterparty is a Lender Party or one of its Affiliates) at all times: (i) no such Hedging Contract fixes a price for a period later than 12 months after such the time the contract is entered intomade has long-term obligations rated BBB- or Baa3 or better, (ii) the Credit Parties must maintain at all times Cash Equivalents at least equal to the aggregate notional amount of all such contractsrespectively, (iii) if any monthly notional amount of currency subject to any such Hedging Contract by either Rating Agency or is on deposit in any Section 1031 taxan investment grade-deferred exchange account (or other similar restricted account), then such amount must be permanently released from such account or restrictions prior to the date on which the Hedging Contract for such month is settled, (iv) except for the Collateral under the Security Documents with respect to Lender Hedging Obligations, no such contract requires any Restricted Person to put up money, assets, or other security against the event of its nonperformance prior to actual default by such Restricted Person in performing its obligations thereunder, and (v) each such contract is with an Approved Counterpartyrated industry participant.
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Samples: Credit Agreement (W&t Offshore Inc)