Sale of Properties and Termination of Swap Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property (including any transfer pursuant to a Division; provided that, a Division of a Credit Party in accordance with Section 9.05 and Section 9.11 shall not be restricted by this Section 9.12) (excluding Casualty Events) or to terminate or otherwise monetize any Swap Agreement in respect of commodities except for: (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use; (d) the sale or other disposition of any Oil and Gas Property or any interest therein or any Restricted Subsidiary owning Oil and Gas Properties and the termination or monetization of any Swap Agreement in respect of commodities; provided that: (i) no Default or Borrowing Base Deficiency exists or results from such sale or disposition of Property or the termination or monetization of any Swap Agreement in respect of commodities; (ii) 100% of the consideration received in respect of such sale or other disposition or termination (A) shall be cash or (B) other Oil and Gas Properties or (C) a combination of cash and other Oil and Gas Properties; (iii) the consideration received in respect of such sale or other disposition or termination or monetization of any Swap Agreement in respect of commodities shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such sale or other disposition, or Swap Agreement subject of such termination or monetization (as reasonably determined by the board of directors (or comparable governing body) of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect); (iv) if the Borrowing Base Value of such Oil and Gas Properties sold or disposed of and Swap Agreements terminated pursuant to this clause (d) in any period between two successive Scheduled Redetermination Dates exceeds five percent (5%) of the Borrowing Base then in effect, then the Borrowing Base shall be reduced in accordance with Section 2.07(e), and the Borrower shall make any required corresponding prepayment under Section 3.04(c)(iii); and (v) if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary; (e) so long as no Default or Event of Default has occurred and is continuing, sales or other dispositions of (i) any Oil and Gas Property not constituting Proved Reserves or (ii) the Equity Interests of any Unrestricted Subsidiary to the extent not constituting a Borrowing Base Asset Disposition; and (f) transfers of Properties from any Credit Party to the Borrower or any other Credit Party.
Appears in 3 contracts
Samples: Credit Agreement (HighPeak Energy, Inc.), Credit Agreement (HighPeak Energy, Inc.), Credit Agreement (HighPeak Energy, Inc.)
Sale of Properties and Termination of Swap Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property (including any transfer pursuant to a Division; provided that, a Division of a Credit Party in accordance with Section 9.05 and Section 9.11 shall not be restricted by this Section 9.12) (excluding Casualty Events) or to terminate or otherwise monetize Liquidate any Swap Agreement in respect of commodities except for:
(a) the sale of Hydrocarbons in the ordinary course of business;
(b) farmouts of undeveloped acreage and assignments in connection with such farmouts;
(c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use;; and
(d) the sale or other disposition (including Casualty Events) of any Oil and Gas Property or any interest therein or any Restricted Subsidiary owning Oil and Gas Properties and the termination or monetization Liquidation of any Swap Agreement in respect of commodities; provided that:
(i) no Default or Borrowing Base Deficiency exists or results from such sale or disposition of Property or the termination or monetization Liquidation of any Swap Agreement in respect of commodities;
(ii) 100not less than 90% of the consideration received in respect of such sale or other disposition or termination (A) Liquidation shall be cash cash; provided that if such sale or other disposition does not trigger an automatic reduction to the Borrowing Base pursuant to clause (Biv) other below, consideration consisting of new Oil and Gas Properties may exceed ten percent (10%) of the total consideration received in respect of such sale or (C) a combination other disposition; provided further that if any of cash and other the Oil and Gas PropertiesProperties so disposed were evaluated in the most recently delivered Reserve Report, any new Oil and Gas Properties received as consideration therefor must be acceptable to the Required Lenders in their sole discretion;
(iii) the consideration received in respect of such sale or other disposition or termination or monetization Liquidation of any Swap Agreement in respect of commodities shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such sale or other disposition, or Swap Agreement subject of such termination or monetization Liquidation (as reasonably determined by the board of directors (or comparable governing body) of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect);
(iv) if the aggregate fair market value of such Borrowing Base Value of such Oil and Gas Properties sold or disposed of and the positive (from the standpoint of the Credit Parties) Swap Termination Value of Swap Agreements terminated Liquidated pursuant to this clause (d) ), individually or in the aggregate, in any period between two successive Scheduled Redetermination Dates exceeds five percent (5%) of the Borrowing Base then in effect, then the Borrowing Base shall be reduced reduced, effective immediately upon such sale, disposition or Liquidation, by an amount equal to the Borrowing Base Value of such Properties sold or disposed of and Swap Agreements Liquidated; provided further that if a Borrowing Base Deficiency would result from such reduction in accordance with Section 2.07(e)the Borrowing Base, and the Borrower shall make any prepay the Borrowings required corresponding prepayment under pursuant to Section 3.04(c)(iii)) after giving effect to such reduction in the Borrowing Base, prior to or contemporaneously with the consummation of such sale, disposition and/or Liquidation; and
(v) if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary;
(e) so long as no Default or Event of Default has occurred and is continuing, sales or other dispositions of (i) any Oil and Gas Property not constituting Proved Reserves or (ii) the Equity Interests of any Unrestricted Subsidiary to the extent not constituting a Borrowing Base Asset Disposition; and
(f) transfers of Properties from any Credit Party to the Borrower or any other Credit Party.
Appears in 3 contracts
Samples: Credit Agreement (Vitesse Energy, Inc.), Credit Agreement (Vitesse Energy, Inc.), Credit Agreement (Vitesse Energy, Inc.)
Sale of Properties and Termination of Swap Agreements. The Parent and the Borrower will not, and will not permit any other Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer (collectively, a “Transfer”) any Property (including to any transfer pursuant to a Division; provided that, a Division of Person other than a Credit Party in accordance with Section 9.05 and Section 9.11 shall not be restricted by this Section 9.12) (excluding Casualty Events) or to terminate or otherwise monetize enter into any Swap Agreement Monetization in respect of commodities except for:
(a) the sale of Hydrocarbons in the ordinary course of business;
(b) farmouts of undeveloped acreage and assignments undeveloped depths and Transfers in connection with such farmouts;
(c) the sale or transfer Transfers of equipment and other personal property that is no longer necessary for the business of the Borrower Parent or such Restricted Subsidiary or is replaced by equipment or other personal property of at least comparable value and use;
(d) the sale or other disposition Transfers of Oil and Gas Properties to which no Proved Reserves are attributed, and Transfers of any of the Equity Interests in any Unrestricted Subsidiary;
(e) Transfers not permitted under the preceding subsections (a) through (d) of any other Oil and Gas Property or any interest therein or of interests in any Restricted Subsidiary owning Oil other than the Borrower, and Gas Properties and the termination or monetization of any Swap Agreement in respect of commoditiesMonetizations; provided that:
(i) no Default or if a Borrowing Base Deficiency exists at the time of such Transfer or Swap Monetization, then the cash consideration received by any Credit Party in respect of such Transfer or Swap Monetization shall be applied first to prepay Revolving Loans and/or cash collateralize LC Exposure until such Borrowing Base Deficiency is eliminated in full;
(ii) no Event of Default exists or results from such sale Transfer or disposition of Property or the termination or monetization of any Swap Agreement in respect of commoditiesMonetization;
(iiiii) 100at least 75% of the consideration received in respect of any such sale or other disposition or termination (A) shall be cash or (B) other Transfer of Oil and Gas Properties or any interest therein or of any such Restricted Subsidiary shall be cash, rights with respect to post-closing settlement or indemnification obligations of the transferee or its Affiliates, or (Cprovided no Borrowing Base Deficiency will exist after the application of the cash proceeds of such Transfer) a combination of cash and other new Oil and Gas Properties;
(iii) Properties acceptable to the Administrative Agent in its sole discretion acquired, and the total of all such consideration received in respect of any such sale or other disposition or termination or monetization of any Swap Agreement in respect of commodities Transfer shall be equal to or greater than the fair market value of the Oil and Gas PropertyProperties, interest interests therein or and/or Restricted Subsidiary Subsidiaries that are the subject of such sale or other disposition, or Swap Agreement subject of such termination or monetization (Transfer as reasonably determined by the board of directors (or comparable governing body) of Parent and/or the Borrower (and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effectsuch determination);
(iv) the consideration received in respect of any such Swap Monetization shall be equal to or greater than the fair market value of the consideration provided by the Credit Parties in such transaction as reasonably determined by the Parent and/or the Borrower (and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to such determination);
(v) the aggregate value (which, for purposes hereof, shall mean the value the Administrative Agent attributes thereto for purposes of the most recent determination of the Borrowing Base Value Base) of such Oil and Gas Properties sold or disposed and Equity Interests in Restricted Subsidiaries that are Transferred and of and the Swap Agreements terminated that are the subject of such Swap Monetizations, in each case pursuant to this clause (de) in any period between two successive Scheduled Redetermination Dates exceeds Dates, shall not exceed five percent (5%) of the Borrowing Base then in effect, then the Borrowing Base shall be reduced in accordance with Section 2.07(e), and the Borrower shall make any required corresponding prepayment under Section 3.04(c)(iii); and;
(vvi) if any such sale or other disposition Transfer is of a Restricted Subsidiary (other than the Borrower) owning Oil and Gas Properties, such sale or other disposition Transfer shall include all the Equity Interests of such Restricted Subsidiary;; and
(evii) so long as no Default or Event for purposes of Default has occurred and is continuingthis Section 9.12(e), sales or other dispositions of (i) any Oil and Gas Property not constituting Proved Reserves or (ii) the Equity Interests of any owned by a Restricted Subsidiary that is redesignated as an Unrestricted Subsidiary pursuant to the extent Section 9.06(b) shall be deemed to be Transferred by such Subsidiary to a Person that is not constituting a Borrowing Base Asset Disposition; and
(f) transfers of Properties from any Credit Party to at the Borrower or any other Credit Partytime of such designation.
Appears in 2 contracts
Samples: Credit Agreement (Centennial Resource Development, Inc.), Credit Agreement (Centennial Resource Development, Inc.)
Sale of Properties and Termination of Swap Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property (including or any transfer pursuant to a Division; provided that, a Division of a Credit Party interests in accordance with Section 9.05 and Section 9.11 shall not be restricted by this Section 9.12) (excluding Casualty Events) any Restricted Subsidiary or to terminate or otherwise monetize any Swap Agreement in respect of commodities except for:
(a) the sale or other transfer of Hydrocarbons in the ordinary course of business;
(b) farmouts farmouts, leases, subleases or assignments of undeveloped acreage and (provided that if any such undeveloped acreage has Proved Reserves associated with such acreage, such transfer must comply with Section 9.12(d)), assignments in connection with such farmouts, leases or subleases, deemed transfers of working interests under any joint operating agreement as the result of electing (or being deemed to have elected) not to participate in the drilling operations for a new well and assignments under pooling or unitization agreements or similar contracts that are usual and customary in the oil and gas exploration and production business;
(c) the sale or sale, transfer of equipment (and related items of personal (but not real) property) or other disposition that is obsolete or no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use;
(d) the sale or other disposition (excluding Casualty Events) of any Oil and Gas Property that has Proved Reserves associated therewith, or any interest therein therein, or any Restricted Subsidiary owning Oil and Gas Properties and Proved Reserves, or the termination or monetization of any Swap Agreement in respect of commodities; provided that:
(i) no Event of Default or Borrowing Base Deficiency exists or results from such sale or disposition of Property or the termination or monetization of any Swap Agreement in respect of commoditiescommodities after giving effect, in each case, to the application of the proceeds thereof to pay the Secured Obligations;
(ii) if any Borrowing Base Deficiency exists at the time of such sale or other disposition, 100% of the consideration received in respect of such sale or other disposition or termination (other than (A) the assumption of liabilities relating to the Property sold or disposed of and (B) customary purchase price adjustments) shall be cash or (B) other Oil and Gas Properties or (C) a combination of such cash and other Oil and Gas Propertiesshall be applied, promptly upon receipt, to pay the Secured Obligations until such time as no Borrowing Base Deficiency continues to exist;
(iii) the consideration received in respect of such sale or other disposition or termination or monetization of any Swap Agreement in respect of commodities shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such sale or other disposition, or Swap Agreement subject of such termination or monetization (as reasonably determined by the board of directors managers (or comparable governing body) of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect);
(iv) if the aggregate value (which, for purposes of this Section 9.12, shall mean the value the Administrative Agent attributed to any such Oil and Gas Property constituting Proved Reserves or Swap Agreement (after giving effect to all applicable discounting and risking applied to any such Proved Reserves) for purposes of the most recent determination of the Borrowing Base Value Base) of such Oil and Gas Properties constituting Proved Reserves sold or disposed of and Swap Agreements terminated pursuant to this clause (d) in any period between two successive Scheduled Redetermination Effective Dates exceeds shall not exceed five percent (5%) of the Borrowing Base then in effect, then the Borrowing Base shall be reduced in accordance with Section 2.07(e), and the Borrower shall make any required corresponding prepayment under Section 3.04(c)(iii); and
(v) if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary;
(e) so long as transfer of Properties between or among the Borrower and the Restricted Subsidiaries, provided that any Lien therein that secures any Secured Obligations is reaffirmed and granted by the related transferee and no Default intervening Lien in such Properties has been or Event is granted;
(f) any Restricted Payment that does not breach Section 9.04;
(g) the expiration or lapse of Default has occurred oil and is continuinggas leases, sales exploration tenement licenses, and subleases or sublicenses of the Borrower or any Restricted Subsidiaries in the ordinary course of business;
(h) the dilution or forfeiture of working interests of the Borrower or any Restricted Subsidiaries pursuant to the operating agreements or other dispositions instruments or agreements in the ordinary course of business;
(i) any Investments permitted by Section 9.05, provided that any Investment made with Proved Reserves shall comply with Section 9.12(d);
(j) sales and other dispositions resulting from Casualty Events; provided that if the aggregate value of such Oil and Gas Property not Properties constituting Proved Reserves sold or disposed of pursuant to this clause (j) in any period between two successive Scheduled Redetermination Effective Dates exceeds five percent (5%) of the Borrowing Base then in effect, then the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the aggregate value assigned such Oil and Gas Properties constituting Proved Reserves sold or disposed of pursuant to this clause (j); and
(k) the sale or other disposition to (i) Antero Resources Appalachian Corporation of any Oil & Gas Interest (as defined in the Participation and Exploration Agreement referred to below) or other assets or property pursuant to that certain Participation and Exploration Agreement, effective as of February 11, 2012, by and between the Company and Antero Resources Appalachian Corporation or (ii) Fossil Creek Energy Corporation in connection with any Right to Participate (as defined in the Equity Interests Purchase and Sale Agreement referred to below) pursuant to that certain Purchase and Sale Agreement dated as of August 12, 2011 between Fossil Creek Energy Corporation and the Company. Upon any sale or other disposition of any Unrestricted Subsidiary to Property in compliance with this Section 9.12, the extent not constituting a Borrowing Base Asset Disposition; and
(f) transfers Administrative Agent will, at the request and at the expense of Properties the Borrower, promptly release such Property from any Credit Party to all Liens under the Borrower or any other Credit PartySecurity Instruments.
Appears in 2 contracts
Samples: Credit Agreement (Eclipse Resources Corp), Credit Agreement (Eclipse Resources Corp)
Sale of Properties and Termination of Swap Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property (including any transfer pursuant to a Division; provided that, a Division of a Credit Party in accordance with Section 9.05 and Section 9.11 shall not be restricted by this Section 9.12) (excluding Casualty Events) or to terminate or otherwise monetize any Swap Agreement in respect of commodities except for:
(a) the sale of Hydrocarbons in the ordinary course of business;
(b) farmouts of undeveloped acreage to which no Proved Reserves are attributed and assignments in connection with such farmouts;
(c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use;
(d) licenses of intellectual property, none of which, in the aggregate, materially impair the operation of the business of any Credit Party;
(e) the abandonment of intellectual property that is no longer material to the operation of the business of any Credit Party;
(f) the sale or other disposition of Property between or among Credit Parties subject to compliance with Section 8.14;
(g) Casualty Events; provided that in the case of a Triggering Disposition, the Borrowing Base shall be automatically reduced on the date of such Triggering Disposition in accordance with Section 2.07(f) and the Net Proceeds of such Casualty Event shall be used to prepay the Loans or, to the extent permitted under Section 3.04(c)(v), reinvested in accordance with Section 3.04(c)(iii) and Section 3.04(c)(v);
(h) the sale or other disposition of any Oil and Gas Property or any interest therein or any Restricted Equity Interests in any Subsidiary owning Oil and Gas Properties and the termination or monetization of any Swap Agreement in respect of commodities (or the sale of any Equity Interests in any Subsidiary that is a party to any Swap Agreement in respect of commodities); provided that:
(i) no Default or Borrowing Base Deficiency exists or results from such sale or disposition of Property or the termination or monetization of any Swap Agreement in respect of commoditiescommodities (including after giving effect to any applicable reduction in the Borrowing Base pursuant to Section 2.07(f) and any corresponding mandatory prepayments under Section 3.04(c)(iii));
(ii) 100not less than 85% of the consideration received in respect of such sale or other disposition or termination (A) shall be cash or (B) other Oil and Gas Properties or (C) a combination of cash and other Oil and Gas Propertiescash;
(iii) the consideration received in respect of such sale or other disposition or termination or monetization of any Swap Agreement in respect of commodities shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such sale or other disposition, or Swap Agreement subject of such termination or monetization (as reasonably determined by the board of directors (or comparable governing body) of the Borrower or, if such consideration is less than $25,000,000 and the organizational documents of the Borrower do not require such sale or other disposition to be approved by the board of directors, by a Responsible Officer of the Borrower, and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect);
(iv) if in the Borrowing Base Value case of a Triggering Disposition, (A) the Borrower shall have delivered to the Administrative Agent at least ten (10) Business Days’ prior written notice of such Oil Triggering Disposition and Gas Properties sold or disposed of and Swap Agreements terminated pursuant to this clause such other information regarding such Triggering Disposition as the Administrative Agent may have reasonably requested, (dB) in any period between two successive Scheduled Redetermination Dates exceeds five percent (5%) of the Borrowing Base then in effect, then the Borrowing Base shall automatically be reduced on the date of such Triggering Disposition in accordance with Section 2.07(e2.07(f) and (C) the Net Proceeds of such Triggering Disposition shall be used to prepay the Loans or, to the extent permitted under Section 3.04(c)(v), and the Borrower shall make any required corresponding prepayment under reinvested in accordance with Section 3.04(c)(iii) and Section 3.04(c)(v); and
(v) if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas PropertiesProperties or that is a party to commodity Swap Agreements, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary;; and
(ei) the unwinding or termination of any Swap Agreement as may be necessary to comply with Section 9.18(b), so long as no Default Swap Agreements are unwound or Event terminated other than Swap Agreements in respect of Default has occurred and is continuingthe minimum volumes necessary to achieve such compliance; provided that in the case of a Triggering Disposition, sales or other dispositions of (i) any Oil and Gas Property not constituting Proved Reserves or (ii) the Equity Interests of any Unrestricted Subsidiary to the extent not constituting a Borrowing Base Asset Disposition; and
(fshall be automatically reduced on the date of such Triggering Disposition in accordance with Section 2.07(f) transfers and the Net Proceeds of Properties from any Credit Party such unwind or termination shall be used to prepay the Borrower or any other Credit PartyLoans in accordance with Section 3.04(c)(iii) and Section 3.04(c)(v).
Appears in 1 contract
Sale of Properties and Termination of Swap Agreements. The Parent and the Borrower will not, and will not permit any other Restricted Subsidiary to, sell, assign, farm-farm- out, convey or otherwise transfer (collectively, a “Transfer”) any Property (including to any transfer pursuant to a Division; provided that, a Division of Person other than a Credit Party in accordance with Section 9.05 and Section 9.11 shall not be restricted by this Section 9.12) (excluding Casualty Events) or to terminate or otherwise monetize enter into any Swap Agreement Monetization in respect of commodities except for:
(a) the sale of Hydrocarbons in the ordinary course of business;; 97
(b) farmouts of undeveloped acreage and assignments undeveloped depths and Transfers in connection with such farmouts;
; (c) the sale or transfer Transfers of equipment and other personal property that is no longer necessary for the business of the Borrower Parent or such Restricted Subsidiary or is replaced by equipment or other personal property of at least comparable value and use;
; (d) the sale or other disposition Transfers of Oil and Gas Properties to which no Proved Reserves are attributed, and Transfers of any of the Equity Interests in any Unrestricted Subsidiary; (e) Transfers not permitted under the preceding subsections (a) through (d) of any other Oil and Gas Property or any interest therein or of Equity Interests in any Restricted Subsidiary owning that owns Oil and Gas Properties other than the Borrower, and Swap Monetizations; provided that (i) if a Borrowing Base Deficiency exists at the termination time of such Transfer or monetization of Swap Monetization, then the cash consideration received by any Swap Agreement Credit Party in respect of commodities; provided that:
(i) no Default such Transfer or Swap Monetization shall be applied first to prepay Loans and/or cash collateralize LC Exposure until such Borrowing Base Deficiency is eliminated in full; (ii) no Event of Default exists or results from such sale Transfer or disposition of Property or the termination or monetization of any Swap Agreement in respect of commodities;
Monetization; (iiiii) 100at least 75% of the consideration received in respect of any such sale or other disposition or termination (A) shall be cash or (B) other Transfer of Oil and Gas Properties or any interest therein or of any such Restricted Subsidiary shall be cash, rights with respect to post-closing settlement or indemnification obligations of the transferee or its Affiliates, or (Cprovided no Borrowing Base Deficiency will exist after the application of the cash proceeds of such Transfer) a combination of cash and other new Oil and Gas Properties;
(iii) Properties acceptable to the Administrative Agent in its sole discretion acquired, and the total of all such consideration received in respect of any such sale or other disposition or termination or monetization of any Swap Agreement in respect of commodities Transfer shall be equal to or greater than the fair market value of the Oil and Gas PropertyProperties, interest interests therein or and/or Restricted Subsidiary Subsidiaries that are the subject of such sale or other disposition, or Swap Agreement subject of such termination or monetization (Transfer as reasonably determined by the board of directors (or comparable governing body) of Parent and/or the Borrower (and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effectsuch determination);
; (iv) the consideration received in respect of any such Swap Monetization shall be equal to or greater than the fair market value of the consideration provided by the Credit Parties in such transaction as reasonably determined by the Parent and/or the Borrower (and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to such determination); (v) if the aggregate value (which, for purposes hereof, shall mean the value the Administrative Agent attributes to such Oil and Gas Property and/or Swap Agreement for purposes of the most recent determination of the Borrowing Base Value (which Borrowing Base was approved by the requisite Lenders in accordance with Section 2.07)) of such Oil and Gas Properties sold or disposed Transferred, when aggregated with the Swap Monetization of and Swap Agreements terminated pursuant to the terms of this Agreement, since the later of (A) the last Scheduled Redetermination Date and (B) the date that the Borrowing Base was last adjusted pursuant to this clause (d) in any period between two successive Scheduled Redetermination Dates exceeds five percent (5%) of the Borrowing Base then in effect, then the Borrowing Base shall be reduced in accordance with Section 2.07(e9.12(e)(v), and the Borrower shall make any required corresponding prepayment under Section 3.04(c)(iii); and
(v) if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary;
(e) so long as no Default or Event of Default has occurred and is continuing, sales or other dispositions of (i) any Oil and Gas Property not constituting Proved Reserves or (ii) the Equity Interests of any Unrestricted Subsidiary to the extent not constituting a Borrowing Base Asset Disposition; and
(f) transfers of Properties from any Credit Party to the Borrower or any other Credit Party.in excess 98
Appears in 1 contract
Samples: Credit Agreement (Centennial Resource Development, Inc.)
Sale of Properties and Termination of Swap Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property (including or any transfer pursuant to a Division; provided that, a Division of a Credit Party interests in accordance with Section 9.05 and Section 9.11 shall not be restricted by this Section 9.12) (excluding Casualty Events) any Restricted Subsidiary or to terminate or otherwise monetize any Swap Agreement in respect of commodities except for:
(a) the sale or other transfer of Hydrocarbons in the ordinary course of business;
(b) farmouts farmouts, leases, subleases or assignments of undeveloped acreage and (provided that if any such undeveloped acreage has Proved Reserves associated with such acreage, such transfer must comply with Section 9.12(d)), assignments in connection with such farmouts, leases or subleases, deemed transfers of working interests under any joint operating agreement as the result of electing (or being deemed to have elected) not to participate in the drilling operations for a new Well and assignments under pooling or unitization agreements or similar contracts that are usual and customary in the oil and gas exploration and production business;
(c) the sale or sale, transfer of equipment (and related items of personal (but not real) property) or other disposition that is obsolete or no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use;
(d) the sale or other disposition (excluding Casualty Events) of any Oil and Gas Property that has Proved Reserves associated therewith, or any interest therein therein, or any Restricted Subsidiary owning Oil and Gas Properties and Proved Reserves, or the termination or monetization of any Swap Agreement in respect of commodities; provided that:
(i) no Event of Default or Borrowing Base Deficiency exists or results from such sale or disposition of Property or the termination or monetization of any Swap Agreement in respect of commoditiescommodities after giving effect, in each case, to the application of the proceeds thereof to pay the Secured Obligations;
(ii) if any Borrowing Base Deficiency exists at the time of such sale or other disposition, either (A) the cash consideration received in respect of such sale or disposition shall be in an amount sufficient to eliminate any then existing Borrowing Base Deficiency and applied, promptly upon receipt, to pay the Secured Obligations until such time as no Borrowing Base Deficiency continues to exist or (B) 100% of the consideration received in respect of such sale or other disposition or termination (Aother than (1) the assumption of liabilities relating to the Property sold or disposed of and (2) customary purchase price adjustments) shall be cash or (B) other Oil and Gas Properties or (C) a combination of such cash and other Oil and Gas Propertiesshall be applied, promptly upon receipt, to pay the Secured Obligations until such time as no Borrowing Base Deficiency continues to exist;
(iii) the consideration received in respect of such sale or other disposition or termination or monetization of any Swap Agreement in respect of commodities shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such sale or other disposition, or Swap Agreement subject of such termination or monetization (as reasonably determined by the board of directors (or comparable governing body) a Responsible Officer of the Borrower Borrower), and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a such Responsible Officer of the Borrower certifying to that effect);
(iv) if the Borrowing Base Value aggregate PV-9 value of such Oil Proved Reserves ((A) as reflected in the most recently delivered Reserve Report and Gas Properties (B) net of the PV-9 value of Proved Reserves received as consideration therefor, if any, based upon the pricing assumptions consistent with those in the most recently delivered Reserve Report) sold or disposed of and Swap Agreements terminated or monetized pursuant to this clause (d) in any period between two successive Scheduled Redetermination Effective Dates exceeds (A) with respect to dispositions of Proved Undeveloped Reserves made in connection with the Sequel Joint Venture, five percent (5%) of the PV-9 value of Proved Reserves (as reflected in the most recently delivered Reserve Report) or (B) with respect to all other dispositions of Oil and Gas Properties constituting Proved Reserves, five percent (5%) of the Borrowing Base then in effect, in each case calculated at the time of such disposition, termination or monetization, as applicable, then the Borrowing Base shall be reduced by the amount determined by the Required Lenders in accordance good faith consistent with Section 2.07(e)their normal oil and gas lending criteria to be the value, if any, of such Property attributable to the then-effective Borrowing Base and such reduction shall be effective immediately upon written notice by the Borrower Required Lenders to the Administrative Agent of their determination thereof; provided, that, for the avoidance of doubt, any such determination or Borrowing Base adjustment shall make not be a condition to the Administrative Agent’s release of any required corresponding prepayment such Property from all Liens under Section 3.04(c)(iii)Security Instruments; and
(v) if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary;
(e) so long as transfer of Properties between or among the Borrower and the Restricted Subsidiaries, provided that any Lien therein that secures any Secured Obligations is reaffirmed and granted by the related transferee and no Default intervening Lien in such Properties has been or Event is granted;
(f) any Restricted Payment that does not breach Section 9.04;
(g) the expiration or lapse of Default has occurred oil and is continuinggas leases, sales exploration tenement licenses, and subleases or sublicenses of the Borrower or any Restricted Subsidiaries in the ordinary course of business;
(h) the dilution or forfeiture of working interests of the Borrower or any Restricted Subsidiaries pursuant to the operating agreements or other instruments or agreements in the ordinary course of business;
(i) any Investments permitted by Section 9.05, provided that any Investment made with Proved Reserves shall comply with Section 9.12(d);
(j) sales and other dispositions resulting from Casualty Events; provided that if the aggregate value of such Oil and Gas Properties constituting Proved Reserves sold or disposed of pursuant to this clause (j) in any period between two successive Scheduled Redetermination Effective Dates exceeds five percent (5%) of the Borrowing Base then in effect, then the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the aggregate value assigned such Oil and Gas Properties constituting Proved Reserves sold or disposed of pursuant to this clause (j);
(k) the sale or other transfer (whether or not in the ordinary course of business) of Oil and Gas Properties; provided at the time of such sale or other transfer such Oil and Gas Properties do not have associated with them any Proved Reserves;
(l) the sale or other disposition of Properties (other than an Oil and Gas Property that has Proved Reserves, or any interest therein, or any Restricted Subsidiary owning Proved Reserves) not otherwise permitted pursuant to this Section 9.12 having a fair market value not to exceed the greater of (i) any Oil $3,750,000 and Gas Property not constituting Proved Reserves (ii) 1% of the Borrowing Base then in effect as of the date of such sale or other disposition in the aggregate for all dispositions and sales of Properties pursuant to this Section 9.12(l) for the term of this Agreement; and
(m) the sale or other disposition (i) of Properties pursuant to the Joint Development Agreement dated April 11, 2018 by and between Triad Hunter, LLC and Ohio Gasco LLC, or (ii) to one or more third parties of Oil and Gas Properties constituting conventional properties of the Equity Interests Borrower and its Restricted Subsidiaries for consideration equal to or greater than the fair market value thereof (as reasonably determined by a Responsible Officer of the Borrower) and in an aggregate amount for all such dispositions after the Effective Date not to exceed $10,000,000. Upon any sale or other disposition of any Unrestricted Subsidiary to Property in compliance with this Section 9.12, the extent not constituting a Borrowing Base Asset Disposition; and
(f) transfers Administrative Agent will, at the request and at the expense of Properties the Borrower, promptly release such Property from any Credit Party to all Liens under the Borrower or any other Credit PartySecurity Instruments.
Appears in 1 contract
Sale of Properties and Termination of Swap Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property (including any transfer pursuant to a Division; provided that, a Division of a Credit Party in accordance with Section 9.05 and Section 9.11 shall not be restricted by this Section 9.12) (excluding Casualty Events) or to terminate or otherwise monetize any Swap Agreement in respect of commodities except for:
(a) the sale of Hydrocarbons in the ordinary course of business;
(b) farmouts of undeveloped acreage and assignments in connection with such farmouts;
(c) sales or transfers among the Credit Parties provided that the provisions of Section 8.14 are complied with to the extent applicable;
(d) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use;
(de) the sale or transfer of Oil and Gas Properties that are not Borrowing Base Properties or of any Equity Interests in any Unrestricted Subsidiary or any Restricted Subsidiary that does not own any Borrowing Base Property; and
(f) the sale or other disposition (including Casualty Events) of any other Oil and Gas Property or any interest therein or any of the Equity Interests in any Restricted Subsidiary owning Oil and Gas Borrowing Base Properties and the termination or monetization of any Swap Agreement in respect of commodities; provided that:
(i) no Default or Borrowing Base Deficiency exists or results from therefrom;
(ii) if such sale or disposition of Property (or the termination or monetization of any Swap Agreement Agreement) would result in respect an automatic reduction in the Borrowing Base pursuant to Section 2.07(f), (A) the Borrower shall have delivered reasonable prior written notice of commodities;
such sale, disposition, termination or monetization to the Administrative Agent, (iiB) if a Borrowing Base Deficiency would result from such reduction in the Borrowing Base, the Borrower shall have prepaid Borrowings prior to or contemporaneously with such sale, disposition, termination or monetization to the extent that such prepayment would have been required under Section 3.04(c)(iii) after giving effect to such reduction in the Borrowing Base and (C) 100% of the consideration received in respect of such sale or other disposition or termination or monetization of any Swap Agreement shall be cash;
(Aiii) the consideration received in respect of such sale or other disposition or termination or monetization of any Swap Agreement in respect of commodities (other than any such sale, disposition, termination or monetization that does not result in an automatic reduction in the Borrowing Base pursuant to Section 2.07(f)) shall be cash cash, the assumption of liabilities (including indemnification obligations) related to the Properties sold or (B) other disposed, new Oil and Gas Properties and new commodity Swap Agreements acquired, or (C) a combination of cash and other Oil and Gas PropertiesInvestments permitted under Section 9.05;
(iiiiv) the consideration received in respect of such sale or other disposition or termination or monetization of any Swap Agreement in respect of commodities shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such sale or other disposition, or Swap Agreement subject of such termination or monetization (as reasonably determined by the board of directors (or comparable governing body) of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect);
(iv) if the Borrowing Base Value of such Oil and Gas Properties sold or disposed of and Swap Agreements terminated pursuant to this clause (d) in any period between two successive Scheduled Redetermination Dates exceeds five percent (5%) of the Borrowing Base then in effect, then the Borrowing Base shall be reduced in accordance with Section 2.07(e), and the Borrower shall make any required corresponding prepayment under Section 3.04(c)(iii); and
(v) if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary;
(e) so long as no Default or Event of Default has occurred and is continuing, sales or other dispositions of (i) any Oil and Gas Property not constituting Proved Reserves or (ii) the Equity Interests of any Unrestricted Subsidiary to the extent not constituting a Borrowing Base Asset Disposition; and
(f) transfers of Properties from any Credit Party to the Borrower or any other Credit Party.
Appears in 1 contract
Sale of Properties and Termination of Swap Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property (including any transfer pursuant to a Division; provided that, a Division of a Credit Party in accordance with Section 9.05 and Section 9.11 shall not be restricted by this Section 9.12) (excluding Casualty Events) or to terminate or otherwise monetize Liquidate any Swap Agreement in respect of commodities except for:
(a) the sale of Hydrocarbons in the ordinary course of business;
(b) farmouts of undeveloped acreage and assignments in connection with such farmouts;
(c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use;; and
(d) the sale or other disposition (including Casualty Events) of any Oil and Gas Property or any interest therein or any Restricted Subsidiary owning Oil and Gas Properties and the termination or monetization Liquidation of any Swap Agreement in respect of commodities; provided that:
(i) no Default or Borrowing Base Deficiency exists or results from such sale or disposition of Property or the termination or monetization Liquidation of any Swap Agreement in respect of commodities;
(ii) 100not less than 90% of the consideration received in respect of such sale or other disposition or termination (A) Liquidation shall be cash cash; provided that if such sale or other disposition does not trigger an automatic reduction to the Borrowing Base pursuant to clause (Biv) other below, consideration consisting of new Oil and Gas Properties may exceed 10% of the total consideration received in respect of such sale or (C) a combination other disposition; provided further that if any of cash and other the Oil and Gas PropertiesProperties so disposed were evaluated in the most recently delivered Reserve Report, any new Oil and Gas Properties received as consideration therefor must be acceptable to the Required Lenders in their sole discretion;
(iii) the consideration received in respect of such sale or other disposition or termination or monetization Liquidation of any Swap Agreement in respect of commodities shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such sale or other disposition, or Swap Agreement subject of such termination or monetization Liquidation (as reasonably determined by the board of directors (or comparable governing body) of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect);
(iv) if the Borrowing Base Value aggregate fair market value of such Oil and Gas Properties sold or disposed of and the positive (from the standpoint of the Credit Parties) Swap Termination Value of Swap Agreements terminated Liquidated pursuant to this clause (d) ), individually or in the aggregate, in any period between two successive Scheduled Redetermination Dates exceeds five percent (5%) of the Borrowing Base then in effect, then the Borrowing Base shall be reduced reduced, effective immediately upon such sale, disposition or Liquidation, by an amount equal to the Borrowing Base Value of such Properties sold or disposed of and Swap Agreements Liquidated; provided further that if a Borrowing Base Deficiency would result from such reduction in accordance with Section 2.07(e)the Borrowing Base, and the Borrower shall make any prepay the Borrowings required corresponding prepayment under pursuant to Section 3.04(c)(iii)) after giving effect to such reduction in the Borrowing Base, prior to or contemporaneously with the consummation of such sale, disposition and/or Liquidation; and
(v) if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary;
(e) so long as no Default or Event of Default has occurred and is continuing, sales or other dispositions of (i) any Oil and Gas Property not constituting Proved Reserves or (ii) the Equity Interests of any Unrestricted Subsidiary to the extent not constituting a Borrowing Base Asset Disposition; and
(f) transfers of Properties from any Credit Party to the Borrower or any other Credit Party.
Appears in 1 contract
Sale of Properties and Termination of Swap Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property (including any transfer pursuant to a Division; provided that, a Division of a Credit Party in accordance with Section 9.05 and Section 9.11 shall not be restricted by this Section 9.12) (excluding Casualty Events) or to terminate or otherwise monetize any Swap Agreement in respect of commodities except for:
(a) the sale or other disposition of Hydrocarbons inventory and other goods held for sale, including Hydrocarbons, in the ordinary course of business;
(b) sales of Oil and Gas Properties to which no proved reserves were attributable in the most recently delivered Reserve Report, and farmouts of undeveloped acreage or undrilled depths and assignments in connection with such farmouts;
(c) the sale sale, transfer or transfer other disposition of equipment equipment, vehicles and other assets that is are no longer necessary for the business of the Borrower or such Restricted Subsidiary Credit Party or is are replaced by equipment of at least comparable value and use;
(d) the sale or other disposition of any Oil and Gas Property or any interest therein (including any Casualty Events) or any Restricted Subsidiary owning Oil and Gas Properties and the termination or monetization Liquidation of any Swap Agreement in respect of commodities; provided that:
(i) other than in respect of a Casualty Event, no Default, Event of Default or Borrowing Base Deficiency exists or results from such sale or disposition of Property or the termination or monetization Liquidation of any Swap Agreement in respect of commodities;
(ii) 100with respect to sales or other dispositions of Oil and Gas Properties (or any Restricted Subsidiary owning Oil and Gas Properties), 75% of the consideration received in respect of such sale or other disposition or termination (A) shall be cash or (B) other Oil and Gas Properties or (C) a combination of cash and other that, if such Oil and Gas PropertiesProperties will be included in the Borrowing Base, satisfy the conditions for such inclusion under this Agreement;
(iii) other than in respect of a Casualty Event, the consideration received in respect of such sale or other disposition or termination or monetization of any Swap Agreement in respect of commodities shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such sale or other disposition, or Swap Agreement subject of such termination or monetization disposition (as reasonably determined by the board of directors (or comparable governing body) a Responsible Officer of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect);; and
(iv) if if, during a non-Investment Grade Period, the aggregate Borrowing Base Value of such Oil and Gas Properties sold or disposed of and Swap Agreements terminated Liquidated pursuant to this clause (d) ), individually or in the aggregate, in any period between two successive Scheduled Redetermination Dates dates exceeds five ten percent (510%) of the Borrowing Base then in effect, then the Borrowing Base shall be reduced reduced, effective immediately upon such sale, disposition or Liquidation, by an amount equal to the Borrowing Base Value of such Properties sold or disposed of and Swap Agreements Liquidated; provided further that if a Borrowing Base Deficiency would result from such reduction in accordance with Section 2.07(e)the Borrowing Base, and the Borrower shall make any prepay the Borrowings required corresponding prepayment under pursuant to Section 3.04(c)(iii)) after giving effect to such reduction in the Borrowing Base, prior to or contemporaneously with the consummation of such sale, disposition and/or Liquidation; and
(v) if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary;
(e) so long as no Default the Borrower and the Restricted Subsidiaries may dispose of property or Event of Default has occurred and is continuing, sales or other dispositions of (i) any Oil and Gas Property not constituting Proved Reserves or (ii) the Equity Interests of any Unrestricted Subsidiary assets to the extent not constituting Borrower or to a Borrowing Base Asset DispositionRestricted Subsidiary; andprovided that if the transferor of such property is a Credit Party the transferee thereof must either be a Credit Party or such transaction must be permitted under Section 9.05;
(f) transfers of Properties from any Credit Party other than Oil and Gas Properties pursuant to the Borrower or any other Credit Party.Casualty Events; (g) dispositions permitted by Section 9.04, Section 9.05, Section 9.10, Section 9.11 and Section 9.14(d) hereof;
Appears in 1 contract
Samples: Credit Agreement (Energen Corp)
Sale of Properties and Termination of Swap Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Proved Oil and Gas Property (including any transfer pursuant to a Division; provided that, a Division of a Credit Party in accordance with Section 9.05 and Section 9.11 shall not be restricted by this Section 9.12) (excluding Casualty Events) or to terminate or otherwise monetize any Swap Agreement in respect of commodities (including, in each case, as a result of the designation of any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 9.23 and including the sale of any Restricted Subsidiary that owns any Proved Oil and Gas Properties or that is a party to any Swap Agreement in respect of commodities) except for:
(a) the sale of Hydrocarbons in the ordinary course of business;
(b) farmouts of undeveloped acreage to which no Proved Reserves are attributed and assignments in connection with such farmouts;
(c) the sale or transfer of equipment and other personal property that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment or other personal property of at least comparable value and use;
(d) the sale or other disposition of Property between or among Credit Parties subject to compliance with Section 8.14;
(e) Casualty Events; provided that in the case of a Triggering Disposition, the Borrowing Base shall be automatically reduced on the date of such Triggering Disposition in accordance with Section 2.07(f) and the Net Proceeds of such Casualty Event shall be used to prepay the Loans in accordance with Section 3.04(c)(iii);
(f) the sale or other disposition of any Oil and Gas Property or any interest therein or any Equity Interests in any Restricted Subsidiary owning Oil and Gas Properties and the termination or monetization of any Swap Agreement in respect of commodities (or the sale of any Equity Interests in any Subsidiary that is a party to any Swap Agreement in respect of commodities); provided that:
(i) no Default or Borrowing Base Deficiency exists or results from such sale or disposition of Property or the termination or monetization of any Swap Agreement in respect of commoditiescommodities (including after giving effect to any applicable reduction in the Borrowing Base pursuant to Section 2.07(f) and any corresponding mandatory prepayments under Section 3.04(c)(iii));
(ii) 100not less than 85% of the consideration received in respect of such sale or other disposition or termination shall be cash; provided that the consideration requirement in this clause (Aii) shall be cash not apply to trades or (B) exchanges of Oil and Gas Properties for other Oil and Gas Properties so long as (A) the Borrowing Base value of the Oil and Gas Properties being traded or otherwise disposed of in such trade or series of related trades does not exceed 10% of the Borrowing Base then in effect and (CB) (1) the Borrowing Base value of the Oil and Gas Properties being traded or otherwise disposed of in such trade or series of related trades does not exceed the Borrowing Base value of the Oil and Gas Properties being received or otherwise acquired in such trade or series of related trades by an amount that exceeds 5% of the Borrowing Base then in effect, it being agreed that Borrowing Base value as used in this clause (ii) shall mean the value the Administrative Agent attributes in its sole discretion acting in good faith, but consistent with its customary oil and gas lending criteria as it exists at a combination of cash and other particular time, to such Oil and Gas Properties;
(iii) the consideration received in respect of such sale or other disposition or termination or monetization of any Swap Agreement in respect of commodities shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such sale or other disposition, or Swap Agreement subject of such termination or monetization (as reasonably determined by the board of directors (or comparable governing body) of the Borrower or, if such consideration is less than $25,000,000 and the organizational documents of the Borrower do not require such sale or other disposition to be approved by the board of directors, by a Responsible Officer of the Borrower, and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect);
(iv) if in the Borrowing Base Value case of a Triggering Disposition, (A) the Borrower shall have delivered to the Administrative Agent at least ten (10) Business Days’ prior written notice of such Oil Triggering Disposition and Gas Properties sold or disposed of and Swap Agreements terminated pursuant to this clause such other information regarding such Triggering Disposition as the Administrative Agent may have reasonably requested, (dB) in any period between two successive Scheduled Redetermination Dates exceeds five percent (5%) of the Borrowing Base then in effect, then the Borrowing Base shall automatically be reduced on the date of such Triggering Disposition in accordance with Section 2.07(e), 2.07(f) and (C) the Borrower Net Proceeds of such Triggering Disposition shall make any required corresponding prepayment under be used to prepay the Loans in accordance with Section 3.04(c)(iii); and
(v) if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas PropertiesProperties or that is a party to commodity Swap Agreements, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary;; and
(eg) the unwinding or termination of any Swap Agreement as may be necessary to comply with Section 9.18(b), so long as no Default Swap Agreements are unwound or Event terminated other than Swap Agreements in respect of Default has occurred and is continuingthe minimum volumes necessary to achieve such compliance; provided that in the case of a Triggering Disposition, sales or other dispositions of (i) any Oil and Gas Property not constituting Proved Reserves or (ii) the Equity Interests of any Unrestricted Subsidiary to the extent not constituting a Borrowing Base Asset Disposition; and
(fshall be automatically reduced on the date of such Triggering Disposition in accordance with Section 2.07(f) transfers and the Net Proceeds of Properties from any Credit Party such unwind or termination shall be used to prepay the Borrower or any other Credit Party.Loans in accordance with Section 3.04(c)(iii). 100
Appears in 1 contract
Sale of Properties and Termination of Swap Agreements. The Neither Ultimate Parent nor the Borrower will, nor will not, and will not they permit any Restricted Subsidiary other Group Member to, sell, assign, farm-out, convey or otherwise transfer any Property (including or any transfer pursuant to a Division; provided that, a Division of a Credit Party interests in accordance with Section 9.05 and Section 9.11 shall not be restricted by this Section 9.12) (excluding Casualty Events) any Restricted Subsidiary or to terminate or otherwise monetize any Swap Agreement in respect of commodities except for:
(a) the sale or other transfer of Hydrocarbons in the ordinary course of business;
(b) farmouts farmouts, leases, subleases or assignments of undeveloped acreage and (provided that if any such undeveloped acreage has Proved Reserves associated with such acreage, such transfer must comply with Section 9.12(d)), assignments in connection with such farmouts, leases or subleases, deemed transfers of working interests under any joint operating agreement as the result of electing (or being deemed to have elected) not to participate in the drilling operations for a new well and assignments under pooling or unitization agreements or similar contracts that are usual and customary in the oil and gas exploration and production business;
(c) the sale or sale, transfer of equipment (and related items of personal (but not real) property) or other disposition that is obsolete or no longer necessary for the business of the Borrower or such Restricted Subsidiary Group Member or is replaced by equipment of at least comparable value and use;
(d) the sale or other disposition (excluding Casualty Events) of any Oil and Gas Property that has Proved Reserves associated therewith, or any interest therein therein, or any Restricted Subsidiary Credit Party owning Oil and Gas Properties and Proved Reserves, or the termination or monetization of any Swap Agreement in respect of commodities; provided that:
(i) no Event of Default or Borrowing Base Deficiency exists or results from such sale or disposition of Property or the termination or monetization of any Swap Agreement in respect of commoditiescommodities after giving effect, in each case, to the application of the proceeds thereof to pay the Secured Obligations;
(ii) if any Borrowing Base Deficiency exists at the time of such sale or other disposition, 100% of the consideration received in respect of such sale or other disposition or termination (other than (A) the assumption of liabilities relating to the Property sold or disposed of and (B) customary purchase price adjustments) shall be cash or (B) other Oil and Gas Properties or (C) a combination of such cash and other Oil and Gas Propertiesshall be applied, promptly upon receipt, to pay the Secured Obligations until such time as no Borrowing Base Deficiency continues to exist;
(iii) the consideration received in respect of such sale or other disposition or termination or monetization of any Swap Agreement in respect of commodities shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary Credit Party, subject of such sale or other disposition, or Swap Agreement subject of such termination or monetization (as reasonably determined by the board of directors (or comparable governing bodyits equivalent) of Ultimate Parent or, in the Borrower case of a transfer for consideration of $15,000,000 or less, a Responsible Officer and, in either case and if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect);
(iv) if the aggregate value (which, for purposes of this Section 9.12, shall mean the value the Administrative Agent attributed to any such Oil and Gas Property constituting Proved Reserves or Swap Agreement (after giving effect to all applicable discounting and risking applied to any such Proved Reserves) for purposes of the most recent determination of the Borrowing Base Value Base) of such Oil and Gas Properties constituting Proved Reserves sold or disposed of and Swap Agreements terminated pursuant to this clause (d) in any period between two successive Scheduled Redetermination Effective Dates shall not exceed five percent (5%) of the Borrowing Base then in effect; and
(v) if any such sale or other disposition is of a Credit Party owning Proved Reserves, such sale or other disposition shall include all the Equity Interests of such Credit Party;
(e) transfer of Properties between or among the Group Members, provided that any Lien therein that secures any Secured Obligations is reaffirmed and granted by the related transferee and no intervening Lien in such Properties has been or is granted;
(f) any Restricted Payment that does not breach Section 9.04;
(g) the expiration or lapse of oil and gas leases, exploration tenement licenses, and subleases or sublicenses of any Group Member in the ordinary course of business;
(h) the dilution or forfeiture of working interests of any Group Member pursuant to the operating agreements or other instruments or agreements in the ordinary course of business;
(i) any Investments permitted by Section 9.05, provided that any Investment made with Proved Reserves shall comply with Section 9.12(d);
(j) sales and other dispositions resulting from Casualty Events; provided that if the aggregate value of such Oil and Gas Properties constituting Proved Reserves sold or disposed of pursuant to this clause (j) in any period between two successive Scheduled Redetermination Effective Dates exceeds five percent (5%) of the Borrowing Base then in effect, then the Borrowing Base shall be reduced reduced, effective immediately upon such sale or disposition, by an amount equal to the aggregate value assigned such Oil and Gas Properties constituting Proved Reserves sold or disposed of pursuant to this clause (j);
(k) the sale or other transfer (whether or not in accordance the ordinary course of business) of Oil and Gas Properties; provided at the time of such sale or other transfer such Oil and Gas Properties do not have associated with Section 2.07(e), and the Borrower shall make them any required corresponding prepayment under Section 3.04(c)(iii)Proved Reserves; and
(vl) if any such the sale or other disposition is to (i) Antero Resources Appalachian Corporation of a Restricted Subsidiary owning any Oil & Gas Interest (as defined in the Participation and Gas PropertiesExploration Agreement referred to below) or other assets or property pursuant to that certain Participation and Exploration Agreement, such effective as of February 11, 2012, by and between the Company and Antero Resources Appalachian Corporation or (ii) Fossil Creek Energy Corporation in connection with any Right to Participate (as defined in the Purchase and Sale Agreement referred to below) pursuant to that certain Purchase and Sale Agreement dated as of August 12, 2011 between Fossil Creek Energy Corporation and the Company. Upon any sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary;
(e) so long as no Default or Event of Default has occurred and is continuing, sales or other dispositions of (i) any Oil and Gas Property not constituting Proved Reserves or (ii) the Equity Interests of any Unrestricted Subsidiary to Property in compliance with this Section 9.12, the extent not constituting a Borrowing Base Asset Disposition; and
(f) transfers Administrative Agent will, at the request and at the expense of Properties the Borrower, promptly release such Property from any Credit Party to all Liens under the Borrower or any other Credit PartySecurity Instruments.
Appears in 1 contract
Sale of Properties and Termination of Swap Agreements. The Parent and the Borrower will not, and will not permit any other Restricted Subsidiary to, sell, assign, farm-outfarmout, convey or otherwise transfer (collectively, a “Transfer”) any Property (including to any transfer pursuant to a Division; provided that, a Division of Person other than a Credit Party in accordance with Section 9.05 and Section 9.11 shall not be restricted by this Section 9.12) (excluding Casualty Events) or to terminate or otherwise monetize enter into any Swap Agreement Monetization in respect of commodities except for:
(a) the sale of Hydrocarbons in the ordinary course of business;
(b) farmouts of undeveloped acreage and assignments undeveloped depths and Transfers in connection with such farmouts;
(c) the sale or transfer Transfers of equipment and other personal property that is no longer necessary for the business of the Borrower Parent or such Restricted Subsidiary or is replaced by equipment or other personal property of at least comparable value and use;
(d) Transfers, including the sale abandonment, farm-out, trade, exchange, lease, sublease or other disposition disposition, of Oil and Gas Properties to which no Proved Reserves are attributed (it being agreed that for the purposes hereof the Credit Parties’ saltwater disposal xxxxx and associated produced water infrastructure located primarily in Xxxxxx County, Texas have no Proved Reserves attributable to them), and Transfers of any of the Equity Interests in any Unrestricted Subsidiary;
(e) Transfers not permitted under the preceding clause (a) through clause (d) of any other Oil and Gas Property or any interest therein or of Equity Interests in any Restricted Subsidiary owning that owns Oil and Gas Properties other than the Borrower, and the termination or monetization of any Swap Agreement in respect of commoditiesMonetizations; provided that:
(i) no Default or if a Borrowing Base Deficiency exists at the time of such Transfer or Swap Monetization, then the cash consideration received by any Credit Party in respect of such Transfer or Swap Monetization shall be applied first to prepay Loans and/or cash collateralize LC Exposure until such Borrowing Base Deficiency is eliminated in full;
(ii) no Event of Default exists or results from such sale Transfer or disposition of Property or the termination or monetization of any Swap Agreement in respect of commoditiesMonetization;
(iiiii) 100% during any Borrowing Base Period, at least seventy-five percent (75%) of the consideration received in respect of any such sale or other disposition or termination (A) shall be cash or (B) other Transfer of Oil and Gas Properties or any interest therein or of any such Restricted Subsidiary shall be cash, rights with respect to post-closing settlement or indemnification obligations of the transferee or its Affiliates, or (Cprovided no Borrowing Base Deficiency will exist after the application of the cash proceeds of such Transfer) a combination of cash and other new Oil and Gas Properties;
(iii) Properties acceptable to the Administrative Agent in its sole discretion acquired, and the total of all such consideration received in respect of any such sale or other disposition or termination or monetization of any Swap Agreement in respect of commodities Transfer shall be equal to or greater than the fair market value of the Oil and Gas PropertyProperties, interest interests therein or and/or Restricted Subsidiary Subsidiaries that are the subject of such sale or other disposition, or Swap Agreement subject of such termination or monetization (Transfer as reasonably determined by the board of directors (or comparable governing body) of Parent and/or the Borrower (and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effectsuch determination);
(iv) the consideration received in respect of any such Swap Monetization shall be equal to or greater than the fair market value of the consideration provided by the Credit Parties in such transaction as reasonably determined by the Parent and/or the Borrower (and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to such determination);
(v) during any Borrowing Base Period, if the aggregate value (which, for purposes hereof, shall mean the value the Administrative Agent attributes to such Oil and Gas Property and/or Swap Agreement for purposes of the most recent determination of the Borrowing Base Value (which Borrowing Base was approved by the requisite Lenders in accordance with Section 2.07)) of such Oil and Gas Properties sold or disposed Transferred, when aggregated with the Swap Monetization of and Swap Agreements terminated pursuant to the terms of this Agreement, since the later of (A) the last Scheduled Redetermination Date and (B) the date that the Borrowing Base was last adjusted pursuant to this clause (d) Section 9.12(e)(v), is in any period between two successive Scheduled Redetermination Dates exceeds excess of five percent (5%) of the Borrowing Base then in effectBase, then the Borrowing Base will be automatically reduced by an amount determined by the Administrative Agent and approved by the Required Lenders, which redetermined Borrowing Base shall be reduced effective upon delivery by the Administrative Agent of the related New Borrowing Base Notice under Section 2.07(d), and if a Borrowing Base Deficiency exists after such reduction in the Borrowing Base, the Borrower shall prepay Borrowings in accordance with Section 2.07(e), and the Borrower shall make any required corresponding prepayment under Section 3.04(c)(iii); and;
(vvi) if any such sale or other disposition Transfer is of a Restricted Subsidiary (other than the Borrower) owning Oil and Gas Properties, such sale or other disposition Transfer shall include all the Equity Interests of such Restricted Subsidiary;
(evii) so long as no Default or Event for purposes of Default has occurred and is continuingthis Section 9.12(e), sales or other dispositions of (i) any Oil and Gas Property not constituting Proved Reserves owned by a Restricted Subsidiary that is designated or (ii) the Equity Interests of any redesignated as an Unrestricted Subsidiary pursuant to Section 9.06(b) shall be deemed to be Transferred by such Subsidiary to a Person that is not a Credit Party at the extent not constituting a Borrowing Base Asset Dispositiontime of such designation; and
(fviii) transfers of Properties from with respect to any Credit Party to such Transfer during an Investment Grade Period, the Borrower or any other Credit Partyshall be in pro forma compliance with Section 9.01 (including Section 9.01(c) even if Section 9.01(c) is not otherwise being tested at such time) after giving effect to such Transfer.
Appears in 1 contract
Samples: Credit Agreement (Centennial Resource Development, Inc.)
Sale of Properties and Termination of Swap Agreements. The Parent and the Borrower will not, and will not permit any other Restricted Subsidiary to, sell, assign, farm-outfarmout, convey or otherwise transfer (collectively, a “Transfer”) any Property (including to any transfer pursuant to a Division; provided that, a Division of Person other than a Credit Party in accordance with Section 9.05 and Section 9.11 shall not be restricted by this Section 9.12) (excluding Casualty Events) or to terminate or otherwise monetize enter into any Swap Agreement Monetization in respect of commodities except for:
(a) the sale of Hydrocarbons in the ordinary course of business;
(b) farmouts of undeveloped acreage and assignments undeveloped depths and Transfers in connection with such farmouts;
(c) the sale or transfer Transfers of equipment and other personal property that is no longer necessary for the business of the Borrower Parent or such Restricted Subsidiary or is replaced by equipment or other personal property of at least comparable value and use;
(d) Transfers, including the sale abandonment, farm-out, trade, exchange, lease, sublease or other disposition disposition, of Oil and Gas Properties to which no Proved Reserves are attributed (it being agreed that for the purposes hereof the Credit Parties’ saltwater disposal xxxxx and associated produced water infrastructure located primarily in Xxxxxx County, Texas have no Proved Reserves attributable to them), and Transfers of any of the Equity Interests in any Unrestricted Subsidiary;
(e) Transfers not permitted under the preceding clause (a) through clause (d) of any other Oil and Gas Property or any interest therein or of Equity Interests in any Restricted Subsidiary owning that owns Oil and Gas Properties other than the Borrower, and the termination or monetization of any Swap Agreement in respect of commoditiesMonetizations; provided that:
(i) no Default or if a Borrowing Base Deficiency exists at the time of such Transfer or Swap Monetization, then the cash consideration received by any Credit Party in respect of such Transfer or Swap Monetization shall be applied first to prepay Loans and/or cash collateralize LC Exposure until such Borrowing Base Deficiency is eliminated in full;
(ii) no Event of Default exists or results from such sale Transfer or disposition of Property or the termination or monetization of any Swap Agreement in respect of commoditiesMonetization;
(iiiii) 100% at least seventy-five percent (75%) of the consideration received in respect of any such sale or other disposition or termination (A) shall be cash or (B) other Transfer of Oil and Gas Properties or any interest therein or of any such Restricted Subsidiary shall be cash, rights with respect to post-closing settlement or indemnification obligations of the transferee or its Affiliates, or (Cprovided no Borrowing Base Deficiency will exist after the application of the cash proceeds of such Transfer) a combination of cash and other new Oil and Gas Properties;
(iii) Properties acceptable to the Administrative Agent in its sole discretion acquired, and the total of all such consideration received in respect of any such sale or other disposition or termination or monetization of any Swap Agreement in respect of commodities Transfer shall be equal to or greater than the fair market value of the Oil and Gas PropertyProperties, interest interests therein or and/or Restricted Subsidiary Subsidiaries that are the subject of such sale or other disposition, or Swap Agreement subject of such termination or monetization (Transfer as reasonably determined by the board of directors (or comparable governing body) of Parent and/or the Borrower (and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effectsuch determination);
(iv) the consideration received in respect of any such Swap Monetization shall be equal to or greater than the fair market value of the consideration provided by the Credit Parties in such transaction as reasonably determined by the Parent and/or the Borrower (and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to such determination);
(v) if the aggregate value (which, for purposes hereof, shall mean the value the Administrative Agent attributes to such Oil and Gas Property and/or Swap Agreement for purposes of the most recent determination of the Borrowing Base Value (which Borrowing Base was approved by the requisite Lenders in accordance with Section 2.07)) of such Oil and Gas Properties sold or disposed Transferred, when aggregated with the Swap Monetization of and Swap Agreements terminated pursuant to the terms of this Agreement, since the later of (A) the last Scheduled Redetermination Date and (B) the date that the Borrowing Base was last adjusted pursuant to this clause (d) Section 9.12(e)(v), is in any period between two successive Scheduled Redetermination Dates exceeds excess of five percent (5%) of the Borrowing Base then in effectBase, then the Borrowing Base will be automatically reduced by an amount determined by the Administrative Agent and approved by the Required Lenders, which redetermined Borrowing Base shall be reduced effective upon delivery by the Administrative Agent of the related New Borrowing Base Notice under Section 2.07(d), and if a Borrowing Base Deficiency exists after such reduction in the Borrowing Base, the Borrower shall prepay Borrowings in accordance with Section 2.07(e), and the Borrower shall make any required corresponding prepayment under Section 3.04(c)(iii); and;
(vvi) if any such sale or other disposition Transfer is of a Restricted Subsidiary (other than the Borrower) owning Oil and Gas Properties, such sale or other disposition Transfer shall include all the Equity Interests of such Restricted Subsidiary;; and
(evii) so long as no Default or Event for purposes of Default has occurred and is continuingthis Section 9.12(e), sales or other dispositions of (i) any Oil and Gas Property not constituting Proved Reserves owned by a Restricted Subsidiary that is designated or (ii) the Equity Interests of any redesignated as an Unrestricted Subsidiary pursuant to the extent Section 9.06(b) shall be deemed to be Transferred by such Subsidiary to a Person that is not constituting a Borrowing Base Asset Disposition; and
(f) transfers of Properties from any Credit Party to at the Borrower or any other Credit Partytime of such designation.
Appears in 1 contract
Samples: Credit Agreement (Centennial Resource Development, Inc.)
Sale of Properties and Termination of Swap Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property (including any transfer pursuant to a Division; provided that, a Division of a Credit Party in accordance with Section 9.05 and Section 9.11 shall not be restricted by this Section 9.12) (excluding Casualty Events) or to terminate or otherwise monetize any Swap Agreement in respect of commodities (including, in each case, as a result of the designation of any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 9.14) except for:
(a) the sale of Hydrocarbons in the ordinary course of business;
(b) farmouts farm-outs of undeveloped acreage and assignments in connection with such farmoutsfarm-outs;
(c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use;
(d) the sale or other disposition (including casualty events resulting in the transfer of any Oil and Gas Borrowing Base Property or any interest therein) of (i) any Borrowing Base Property or any interest therein or any Restricted Subsidiary owning Oil Borrowing Base Properties, (ii) any midstream assets given value in the most recently delivered Reserve Report for which the then existing Borrowing Base was determined, and Gas Properties and (iii) the termination or monetization of any Swap Agreement in respect of commodities; provided that:
(i) no Event of Default or Borrowing Base Deficiency exists or results from such sale or disposition of Property or the termination or monetization of any Swap Agreement in respect of commoditiescommodities (after giving effect to the substantially concurrent use of proceeds therefrom);
(ii) 100either (A) not less than 75% of the consideration received in respect of such sale or other disposition or termination (A) shall be cash or (B) other Oil if less than 75% of such consideration is cash, Unused Availability, after giving effect to any resulting reduction in the Borrowing Base pursuant to Section 2.07(e) and Gas Properties or (C) a combination any application of cash and other Oil and Gas Properties;
(iii) the consideration received in respect proceeds of such sale or other disposition or termination or monetization of any Swap Agreement in respect of commodities shall be equal to or greater is not less than the fair market value 25% of the Oil and Gas Property, interest therein or Restricted Subsidiary subject Borrowing Base; and
(iii) if the aggregate PV-9 (calculated using the Bank Price Deck in effect at the time of such sale or other disposition, or Swap Agreement subject of such termination or monetization (as reasonably determined by the board of directors (or comparable governing bodymost recent redetermination) of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect);
(iv) if the Borrowing Base Value of such Oil and Gas Properties sold or disposed of and Swap PV (calculated using the Bank Price Deck in effect at the time of the most recent redetermination) of Swap Agreements terminated or otherwise monetized pursuant to this clause (d) in any period between two successive Scheduled Redetermination Dates since the most recent determination of the Borrowing Base exceeds five percent (5%) 7.50% of the Borrowing Base then in effect, then the Borrowing Base shall be reduced in accordance with subject to reduction pursuant to, and to the extent required by, Section 2.07(e);
(e) dispositions and sales of Oil and Gas Properties that are not Borrowing Base Properties or midstream properties that are not midstream assets given value in the most recently delivered Reserve Report and dispositions of Equity Interests in Restricted Subsidiaries that do not own (i) any Borrowing Base Properties or (ii) any Equity Interests in other Restricted Subsidiaries that own Borrowing Base Properties; provided that no Event of Default or Borrowing Base Deficiency exists or results from such sale or disposition of Property;
(f) licenses of intellectual property, and none of which, in the aggregate, materially impair the operation of the business of the Borrower shall make or any required corresponding prepayment under Restricted Subsidiary;
(g) the abandonment of intellectual property that is no longer material to the operation of the business of the Borrower or any Restricted Subsidiary;
(h) other dispositions and sales of Properties (other than Oil and Gas Properties or midstream assets given value in the most recently developed Reserve Reports) not otherwise permitted pursuant to this Section 3.04(c)(iii)9.09 having a fair market value not to exceed $30,000,000 in the aggregate for all dispositions and sales of Properties pursuant to this clause (h) for the term of this Agreement; provided that no Event of Default or Borrowing Base Deficiency exists or results from such sale or disposition of Property;
(i) Equity Interests of any Restricted Subsidiary of the Borrower transferred to any Credit Party;
(j) assets of any Credit Party to another Credit Party; and
(vk) if any such issuance or sale of Equity Interests in, or sale of Debt or other disposition is of securities of, an Unrestricted Subsidiary (or a Restricted Subsidiary owning Oil and Gas Properties, which owns an Unrestricted Subsidiary so long as such sale or Restricted Subsidiary owns no assets other disposition shall include all than the Equity Interests of such Restricted Unrestricted Subsidiary;
(e) so long as no Default or Event of Default has occurred and is continuing, sales or other dispositions of (i) any Oil and Gas Property not constituting Proved Reserves or (ii) the Equity Interests of any Unrestricted Subsidiary to the extent not constituting a Borrowing Base Asset Disposition; and
(f) transfers of Properties from any Credit Party to the Borrower or any other Credit Party).
Appears in 1 contract
Samples: Credit Agreement (Pressburg, LLC)
Sale of Properties and Termination of Swap Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property (including any transfer pursuant to a Division; provided that, a Division of a Credit Party in accordance with Section 9.05 and Section 9.11 shall not be restricted by this Section 9.12) (excluding Casualty Events) or to terminate or otherwise monetize any Swap Agreement in respect of commodities except for:
(a) the sale of Hydrocarbons in the ordinary course of business;
(b) farmouts of undeveloped acreage and assignments in connection with such farmouts, or the abandonment, farm-out, trade, exchange, lease, sublease or other disposition in the ordinary course of business of Oil and Gas Properties not containing Proved Reserves;
(c) the sale or transfer of equipment or other personal property that is obsolete, worn out or no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use;
(d) the sale or other disposition of any Oil and Gas Property Borrowing Base Asset Disposition (including pursuant to a Casualty Event) or any interest therein or any Restricted Subsidiary owning Oil and Gas Properties and the termination or monetization of any Borrowing Base Swap Agreement in respect of commoditiesLiquidation; provided that:
(i) no Default, Event of Default or Borrowing Base Deficiency exists or results from such sale Borrowing Base Asset Disposition or disposition Borrowing Base Swap Liquidation (unless the Net Proceeds thereof are applied to repay the Borrowing Base Deficiency in an amount equal to the lesser of Property or such Net Proceeds and the termination or monetization amount of any Swap Agreement in respect of commoditiessuch Borrowing Base Deficiency);
(ii) 100at least 75% of the consideration received in respect of such sale Borrowing Base Asset Disposition or other disposition or termination (A) Borrowing Base Swap Liquidation shall be cash or (B) other Oil and Gas Properties or (C) a combination of cash and other Oil and Gas PropertiesCash Equivalents;
(iii) the consideration received in respect of such sale Borrowing Base Asset Disposition or other disposition or termination or monetization of any Borrowing Base Swap Agreement in respect of commodities Liquidation shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary Equity Interests that are the subject of such sale or other dispositionBorrowing Base Asset Disposition, or Swap Agreement subject of such termination or monetization Borrowing Base Swap Liquidation (as reasonably determined by the board of directors (or comparable governing body) a Responsible Officer of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect);
(iv) if the Borrowing Base Value of such Oil and Gas Properties sold or disposed of subject to any Borrowing Base Asset Disposition and Swap Agreements terminated subject of such Borrowing Base Swap Liquidation pursuant to this clause (d) in any period between the Effective Date and the first Scheduled Redetermination Date or between two successive Scheduled Redetermination Dates exceeds five percent (5%) of the Borrowing Base then in effect, then the Borrowing Base shall be reduced in accordance with Section 2.07(e), and the Borrower shall make any required corresponding prepayment under Section 3.04(c)(iii); and
(v) if any such sale or other disposition Borrowing Base Asset Disposition is of a Restricted Subsidiary owning Oil and Gas Borrowing Base Properties, such sale or other disposition Borrowing Base Asset Disposition shall include all the Equity Interests of in such Restricted Subsidiary;
(e) so long the sale or other disposition (including Casualty Events) (i) of any Oil and Gas Property not included in the Reserve Report most recently delivered to the Administrative Agent and the Lenders (or Restricted Subsidiaries or Affiliates which own or lease Oil and Gas Property not included in the most recently delivered Reserve Report) and (ii) not constituting a Borrowing Base Asset Disposition or Swap Liquidation not constituting a Borrowing Base Swap Liquidation; provided that:
(i) no Default, Event of Default or Borrowing Base Deficiency exists or results from such sale or disposition of Property (unless the Net Proceeds thereof are applied to repay the Borrowing Base Deficiency in an amount equal to the lesser of such Net Proceeds and the amount of such Borrowing Base Deficiency);
(ii) at least 75% of the consideration received in respect of such sale, liquidation or monetization shall be cash or Cash Equivalents; and
(iii) the consideration received in respect of such sale or disposition shall be equal to or greater than the fair market value of the Oil and Gas Properties that are the subject of such sale or disposition (as reasonably determined by a Responsible Officer of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect);
(f) the sale or transfer of Equity Interests in Unrestricted Subsidiaries; provided that (i) no Default or Event of Default has shall have occurred and is be continuing, sales or other dispositions of (i) any Oil and Gas Property not constituting Proved Reserves or (ii) the Equity Interests of any Unrestricted Subsidiary to the extent not constituting a such sale or transfer shall be for fair market value and (iii) no Borrowing Base Asset Disposition; andDeficiency then exists;
(fg) transfers of Properties from Property by any Credit Party to the Borrower and any Subsidiary Guarantor;
(h) dispositions of the non-cash portion of consideration (other than Oil and Gas Properties) received for any disposition of assets permitted by Section 9.12(d); provided that consideration received in respect of such sale or other disposition shall be cash, Cash Equivalents or other Oil and Gas Properties of comparable value (as reasonably determined by a Responsible Officer of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect);
(i) Investments permitted by Section 9.05, Restricted Payments permitted by Section 9.04 and consolidations permitted by Section 9.11; and
(j) other dispositions of Properties (other than Borrowing Base Properties) not to exceed in the aggregate at any other Credit Partyone time outstanding an amount equal to $25,000,000. For the avoidance of doubt, this Section 9.12 shall not limit the ability of any Unrestricted Subsidiary to (and shall not require that the Borrower not permit any Unrestricted Subsidiary to), sell, assign, farm-out, convey or otherwise transfer any Property or to terminate or otherwise monetize any Swap Agreement in respect of commodities.
Appears in 1 contract
Samples: Credit Agreement (BKV Corp)
Sale of Properties and Termination of Swap Agreements. The Parent and the Borrower will not, and will not permit any other Restricted Subsidiary to, sell, assign, farm-outfarmout, convey or otherwise transfer (collectively, a “Transfer”) any Property (including to any transfer pursuant to a Division; provided that, a Division of Person other than a Credit Party in accordance with Section 9.05 and Section 9.11 shall not be restricted by this Section 9.12) (excluding Casualty Events) or to terminate or otherwise monetize enter into any Swap Agreement Monetization in respect of commodities except for:
(a) the sale of Hydrocarbons in the ordinary course of business;
(b) farmouts of undeveloped acreage and assignments undeveloped depths and Transfers in connection with such farmouts;
(c) the sale or transfer Transfers of equipment and other personal property that is no longer necessary for the business of the Borrower Parent or such Restricted Subsidiary or is replaced by equipment or other personal property of at least comparable value and use;
(d) the sale or other disposition Transfers of Oil and Gas Properties to which no Proved Reserves are attributed, and Transfers of any of the Equity Interests in any Unrestricted Subsidiary;
(e) Transfers not permitted under the preceding subsections (a) through (d) of any other Oil and Gas Property or any interest therein or of Equity Interests in any Restricted Subsidiary owning that owns Oil and Gas Properties other than the Borrower, and the termination or monetization of any Swap Agreement in respect of commoditiesMonetizations; provided that:
(i) no Default or if a Borrowing Base Deficiency exists at the time of such Transfer or Swap Monetization, then the cash consideration received by any Credit Party in respect of such Transfer or Swap Monetization shall be applied first to prepay Loans and/or cash collateralize LC Exposure until such Borrowing Base Deficiency is eliminated in full;
(ii) no Event of Default exists or results from such sale Transfer or disposition of Property or the termination or monetization of any Swap Agreement in respect of commoditiesMonetization;
(iiiii) 100at least 75% of the consideration received in respect of any such sale or other disposition or termination (A) shall be cash or (B) other Transfer of Oil and Gas Properties or any interest therein or of any such Restricted Subsidiary shall be cash, rights with respect to post-closing settlement or indemnification obligations of the transferee or its Affiliates, or (Cprovided no Borrowing Base Deficiency will exist after the application of the cash proceeds of such Transfer) a combination of cash and other new Oil and Gas Properties;
(iii) Properties acceptable to the Administrative Agent in its sole discretion acquired, and the total of all such consideration received in respect of any such sale or other disposition or termination or monetization of any Swap Agreement in respect of commodities Transfer shall be equal to or greater than the fair market value of the Oil and Gas PropertyProperties, interest interests therein or and/or Restricted Subsidiary Subsidiaries that are the subject of such sale or other disposition, or Swap Agreement subject of such termination or monetization (Transfer as reasonably determined by the board of directors (or comparable governing body) of Parent and/or the Borrower (and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effectsuch determination);
(iv) the consideration received in respect of any such Swap Monetization shall be equal to or greater than the fair market value of the consideration provided by the Credit Parties in such transaction as reasonably determined by the Parent and/or the Borrower (and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to such determination);
(v) if the aggregate value (which, for purposes hereof, shall mean the value the Administrative Agent attributes to such Oil and Gas Property and/or Swap Agreement for purposes of the most recent determination of the Borrowing Base Value (which Borrowing Base was approved by the requisite Lenders in accordance with Section 2.07)) of such Oil and Gas Properties sold or disposed Transferred, when aggregated with the Swap Monetization of and Swap Agreements terminated pursuant to the terms of this Agreement, since the later of (A) the last Scheduled Redetermination Date and (B) the date that the Borrowing Base was last adjusted pursuant to this clause (d) Section 9.12(e)(v), is in any period between two successive Scheduled Redetermination Dates exceeds excess of five percent (5%) of the Borrowing Base then in effectBase, then the Borrowing Base will be automatically reduced by an amount determined by the Administrative Agent and approved by the Required Lenders, which redetermined Borrowing Base shall be reduced effective upon delivery by the Administrative Agent of the related New Borrowing Base Notice under Section 2.07(d), and if a Borrowing Base Deficiency exists after such reduction in the Borrowing Base, the Borrower shall prepay Borrowings in accordance with Section 2.07(e), and the Borrower shall make any required corresponding prepayment under Section 3.04(c)(iii); and;
(vvi) if any such sale or other disposition Transfer is of a Restricted Subsidiary (other than theBorrower) owning Oil and Gas Properties, such sale or other disposition Transfer shall include all the Equity Interests of such Restricted Subsidiary;
; and (evii) so long as no Default or Event for purposes of Default has occurred and is continuingthis Section 9.12(e), sales or other dispositions of (i) any Oil and Gas Property not constituting Proved Reserves owned by a Restricted Subsidiary that is designated or (ii) the Equity Interests of any redesignated as an Unrestricted Subsidiary pursuant to the extent Section 9.06(b) shall be deemed to be Transferred by such Subsidiary to a Person that is not constituting a Borrowing Base Asset Disposition; and
(f) transfers of Properties from any Credit Party to at the Borrower or any other Credit Partytime of such designation.
Appears in 1 contract
Samples: Credit Agreement (Centennial Resource Development, Inc.)
Sale of Properties and Termination of Swap Agreements. The Parent and the Borrower will not, and will not permit any other Restricted Subsidiary to, sell, assign, farm-outfarmout, convey or otherwise transfer (collectively, a “Transfer”) any Property (including to any transfer pursuant to a Division; provided that, a Division of Person other than a Credit Party in accordance with Section 9.05 and Section 9.11 shall not be restricted by this Section 9.12) (excluding Casualty Events) or to terminate or otherwise monetize enter into any Swap Agreement Monetization in respect of commodities except for:
(a) the sale of Hydrocarbons in the ordinary course of business;
(b) farmouts of undeveloped acreage and assignments undeveloped depths and Transfers in connection with such farmouts;
(c) the sale or transfer Transfers of equipment and other personal property that is no longer necessary for the business of the Borrower Parent or such Restricted Subsidiary or is replaced by equipment or other personal property of at least comparable value and use;
(d) Transfers, including the sale abandonment, farm-out, trade, exchange, lease, sublease or other disposition disposition, of Oil and Gas Properties to which no Proved Reserves are attributed (it being agreed that for the purposes hereof the Credit Parties’ saltwater disposal xxxxx and associated produced water infrastructure located primarily in Reeves County, Texas have no Proved Reserves attributable to them), and Transfers of any of the Equity Interests in any Unrestricted Subsidiary;
(e) Transfers not permitted under the preceding clause (a) through clause (d) of any other Oil and Gas Property or any interest therein or of Equity Interests in any Restricted Subsidiary owning that owns Oil and Gas Properties other than the Borrower, and the termination or monetization of any Swap Agreement in respect of commoditiesMonetizations; provided that:
(i) no Default or if a Borrowing Base Deficiency exists at the time of such Transfer or Swap Monetization, then the cash consideration received by any Credit Party in respect of such Transfer or Swap Monetization shall be applied first to prepay Loans and/or cash collateralize LC Exposure until such Borrowing Base Deficiency is eliminated in full;
(ii) no Event of Default exists or results from such sale Transfer or disposition of Property or the termination or monetization of any Swap Agreement in respect of commoditiesMonetization;
(iiiii) 100% during any Borrowing Base Period, at least seventy-five percent (75%) of the consideration received in respect of any such sale or other disposition or termination (A) shall be cash or (B) other Transfer of Oil and Gas Properties or any interest therein or of any such Restricted Subsidiary shall be cash, rights with respect to post-closing settlement or indemnification obligations of the transferee or its Affiliates, or (Cprovided no Borrowing Base Deficiency will exist after the application of the cash proceeds of such Transfer) a combination of cash and other new Oil and Gas Properties;
(iii) Properties acceptable to the Administrative Agent in its sole discretion acquired, and the total of all such consideration received in respect of any such sale or other disposition or termination or monetization of any Swap Agreement in respect of commodities Transfer shall be equal to or greater than the fair market value of the Oil and Gas PropertyProperties, interest interests therein or and/or Restricted Subsidiary Subsidiaries that are the subject of such sale or other disposition, or Swap Agreement subject of such termination or monetization (Transfer as reasonably determined by the board of directors (or comparable governing body) of Parent and/or the Borrower (and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effectsuch determination);
(iv) the consideration received in respect of any such Swap Monetization shall be equal to or greater than the fair market value of the consideration provided by the Credit Parties in such transaction as reasonably determined by the Parent and/or the Borrower (and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to such determination);
(v) during any Borrowing Base Period, if the aggregate value (which, for purposes hereof, shall mean the value the Administrative Agent attributes to such Oil and Gas Property and/or Swap Agreement for purposes of the most recent determination of the Borrowing Base Value (which Borrowing Base was approved by the requisite Lenders in accordance with Section 2.07)) of such Oil and Gas Properties sold or disposed Transferred, when aggregated with the Swap Monetization of and Swap Agreements terminated pursuant to the terms of this Agreement, since the later of (A) the last Scheduled Redetermination Date and (B) the date that the Borrowing Base was last adjusted pursuant to this clause (d) Section 9.12(e)(v), is in any period between two successive Scheduled Redetermination Dates exceeds excess of five percent (5%) of the Borrowing Base then in effectBase, then the Borrowing Base will be automatically reduced by an amount determined by the Administrative Agent and approved by the Required Lenders, which redetermined Borrowing Base shall be reduced effective upon delivery by the Administrative Agent of the related New Borrowing Base Notice under Section 2.07(d), and if a Borrowing Base Deficiency exists after such reduction in the Borrowing Base, the Borrower shall prepay Borrowings in accordance with Section 2.07(e), and the Borrower shall make any required corresponding prepayment under Section 3.04(c)(iii); and;
(vvi) if any such sale or other disposition Transfer is of a Restricted Subsidiary (other than the Borrower) owning Oil and Gas Properties, such sale or other disposition Transfer shall include all the Equity Interests of such Restricted Subsidiary;
(evii) so long as no Default or Event for purposes of Default has occurred and is continuingthis Section 9.12(e), sales or other dispositions of (i) any Oil and Gas Property not constituting Proved Reserves owned by a Restricted Subsidiary that is designated or (ii) the Equity Interests of any redesignated as an Unrestricted Subsidiary pursuant to Section 9.06(b) shall be deemed to be Transferred by such Subsidiary to a Person that is not a Credit Party at the extent not constituting a Borrowing Base Asset Dispositiontime of such designation; and
(fviii) transfers of Properties from with respect to any Credit Party to such Transfer during an Investment Grade Period, the Borrower or any other Credit Partyshall be in pro forma compliance with Section 9.01 (including Section 9.01(c) even if Section 9.01(c) is not otherwise being tested at such time) after giving effect to such Transfer.
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Sale of Properties and Termination of Swap Agreements. The Borrower will not, and will not permit any Restricted Subsidiary to, sell, assign, farm-out, convey or otherwise transfer any Property (including or any transfer pursuant to a Division; provided that, a Division of a Credit Party interests in accordance with Section 9.05 and Section 9.11 shall not be restricted by this Section 9.12) (excluding Casualty Events) any Restricted Subsidiary or to terminate or otherwise monetize any Swap Agreement in respect of commodities except for:
(a) the sale or other transfer of Hydrocarbons in the ordinary course of business;
(b) farmouts farmouts, leases, subleases or assignments of undeveloped acreage and (provided that if any such undeveloped acreage has Proved Reserves associated with such acreage, such transfer must comply with Section 9.12(d)), assignments in connection with such farmouts, leases or subleases, deemed transfers of working interests under any joint operating agreement as the result of electing (or being deemed to have elected) not to participate in the drilling operations for a new well and assignments under pooling or unitization agreements or similar contracts that are usual and customary in the oil and gas exploration and production business;
(c) the sale or sale, transfer of equipment (and related items of personal (but not real) property) or other disposition that is obsolete or no longer necessary for the business of the Borrower or such Restricted Subsidiary or is replaced by equipment of at least comparable value and use;
(d) the sale or other disposition (excluding Casualty Events) of any Oil and Gas Property that has Proved Reserves associated therewith, or any interest therein therein, or any Restricted Subsidiary owning Oil and Gas Properties and Proved Reserves, or the termination or monetization of any Swap Agreement in respect of commodities; provided that:
(i) no Event of Default or Borrowing Base Deficiency exists or results from such sale or disposition of Property or the termination or monetization of any Swap Agreement in respect of commoditiescommodities after giving effect, in each case, to the application of the proceeds thereof to pay the Secured Obligations;
(ii) if any Borrowing Base Deficiency exists at the time of such sale or other disposition, 100% of the consideration received in respect of such sale or other disposition or termination (other than (A) the assumption of liabilities relating to the Property sold or disposed of and (B) customary purchase price adjustments) shall be cash or (B) other Oil and Gas Properties or (C) a combination of such cash and other Oil and Gas Propertiesshall be applied, promptly upon receipt, to pay the Secured Obligations until such time as no Borrowing Base Deficiency continues to exist;
(iii) the consideration received in respect of such sale or other disposition or termination or monetization of any Swap Agreement in respect of commodities shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Restricted Subsidiary subject of such sale or other disposition, or Swap Agreement subject of such termination or monetization (as reasonably determined by (A) the board of directors (or comparable governing body) of the Borrower or (B) a Responsible Officer of the Borrower in the case of a (1) sale or other disposition for consideration of $20,000,000 or less or (2) a disposition of Oil and Gas Properties that has Proved Reserves associated therewith where the consideration therefor is other Oil and Gas Properties, if the value of the Proved Reserves so disposed of (net of the value of Proved Reserves received as consideration), in each case as determined in good faith by the Borrower, does not exceed $20,000,000, and, in any case if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that effect);
(iv) the aggregate value (which, for purposes of this Section 9.12, shall mean the value the Administrative Agent attributed to any such Oil and Gas Property constituting Proved Reserves or Swap Agreement (after giving effect to all applicable discounting and risking applied to any such Proved Reserves and net of the value of Proved Reserves received as consideration, if any) for purposes of the most recent determination of the Borrowing Base Value Base) of such Oil and Gas Properties constituting Proved Reserves sold or disposed of and Swap Agreements terminated pursuant to this clause (d) in any period between two successive Scheduled Redetermination Effective Dates exceeds shall not exceed five percent (5%) of the Borrowing Base then in effect, then the Borrowing Base shall be reduced in accordance with Section 2.07(e), and the Borrower shall make any required corresponding prepayment under Section 3.04(c)(iii); and
(v) if any such sale or other disposition is of a Restricted Subsidiary owning Oil and Gas Properties, such sale or other disposition shall include all the Equity Interests of such Restricted Subsidiary;
(e) so long as transfer of Properties between or among the Borrower and the Restricted Subsidiaries, provided that any Lien therein that secures any Secured Obligations is reaffirmed and granted by the related transferee and no Default intervening Lien in such Properties has been or Event is granted;
(f) any Restricted Payment that does not breach Section 9.04;
(g) the expiration or lapse of Default has occurred oil and is continuinggas leases, sales exploration tenement licenses, and subleases or sublicenses of the Borrower or any Restricted Subsidiaries in the ordinary course of business;
(h) the dilution or forfeiture of working interests of the Borrower or any Restricted Subsidiaries pursuant to the operating agreements or other dispositions instruments or agreements in the ordinary course of business;
(i) any Investments permitted by Section 9.05, provided that any Investment made with Proved Reserves shall comply with Section 9.12(d);
(j) sales and other dispositions resulting from Casualty Events; provided that if the aggregate value of such Oil and Gas Property not Properties constituting Proved Reserves sold or disposed of pursuant to this clause (j) in any period between two successive Scheduled Redetermination Effective Dates exceeds five percent (5%) of the Borrowing Base then in effect, then the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the aggregate value assigned such Oil and Gas Properties constituting Proved Reserves sold or disposed of pursuant to this clause (j);
(k) the sale or other transfer (whether or not in the ordinary course of business) of Oil and Gas Properties; provided at the time of such sale or other transfer such Oil and Gas Properties do not have associated with them any Proved Reserves; and
(l) the sale or other disposition to (i) Antero Resources Appalachian Corporation of any Oil & Gas Interest (as defined in the Participation and Exploration Agreement referred to below) or other assets or property pursuant to that certain Participation and Exploration Agreement, effective as of February 11, 2012, by and between Existing Borrower and Antero Resources Appalachian Corporation or (ii) Fossil Creek Energy Corporation in connection with any Right to Participate (as defined in the Equity Interests Purchase and Sale Agreement referred to below) pursuant to that certain Purchase and Sale Agreement dated as of August 12, 2011 between Fossil Creek Energy Corporation and Existing Borrower. Upon any sale or other disposition of any Unrestricted Subsidiary to Property in compliance with this Section 9.12, the extent not constituting a Borrowing Base Asset Disposition; and
(f) transfers Administrative Agent will, at the request and at the expense of Properties the Borrower, promptly release such Property from any Credit Party to all Liens under the Borrower or any other Credit PartySecurity Instruments.
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