Subsequent Determinations of the Borrowing Base. Upon each designation of a new Borrowing Base on a Scheduled Determination or a Special Determination, the Administrative Agent shall notify the Borrower of the new Borrowing Base which designation shall take effect immediately on the date such notice is sent (each such date, a “Determination Date”) and shall remain in effect until, but not including, the next Determination Date. The Borrowing Base shall be determined in accordance with the following methodology: (i) By April 1 and October 1 of each year beginning April 1, 2007, the Borrower shall furnish to the Administrative Agent (with sufficient copies for each Lender of any information provided on paper, computer disks, or other tangible media) the Engineering Report then required under Section 6.01(d) or (e) together with all information, reports and data that the Administrative Agent requests concerning the businesses and properties of the Borrower and its Subsidiaries (including their Oil and Gas Properties and the reserves and production relating thereto). As promptly as reasonably practicable after receiving such Engineering Report, information, reports and data, the Administrative Agent shall propose a Borrowing Base following the procedures set forth in Section 2.05(b)(iii) below. Each such determination of the Borrowing Base is herein called a “Scheduled Determination”. If the Borrower does not furnish all such information, reports and data by the date specified in the first sentence of this Section, the Administrative Agent may nonetheless designate the Borrowing Base at any amount that Required Lenders determine (or, in the case of an increase, that all the Lenders determine) and the Borrowing Base may similarly be designated from time to time thereafter until each Lender receives all such information, reports and data, whereupon the Lenders shall designate a new Borrowing Base as described above. (ii) In addition to Scheduled Determinations, the Borrower may request the Lenders to make additional determinations of the Borrowing Base (x) twice during the twelve months following the Closing Date and (y) thereafter once during each twelve month interval between Scheduled Determinations, and the Administrative Agent also may (and at the request of Required Lenders must) request the Lenders to make an additional determination of the Borrowing Base (x) once during the twelve months following the Closing Date and (y) thereafter once during each twelve month interval between Scheduled Determinations. The Administrative Agent shall give notice to the Borrower of any such request made by the Administrative Agent to the Lenders. The Borrower shall submit any such request made by Borrower to Administrative Agent and each Lender and, at the time of such request, the Borrower shall (A) deliver to the Administrative Agent and each Lender an updated Engineering Report prepared either by the Borrower or by independent petroleum engineers, and (B) notify the Administrative Agent and each Lender of the Borrowing Base requested by the Borrower. Any determination of the Borrowing Base made pursuant to a request under this clause (ii) is herein called a “Special Determination”. Any Special Determination shall be made by Lenders in accordance with the procedures set forth in Section 2.05(b)(iii), provided, however, that the Borrower shall not be required to deliver an updated Engineering Report to the Administrative Agent and Lenders in connection with any Special Determination requested by the Administrative Agent. (iii) The Administrative Agent shall (within 30 days after receiving the information, if any, required for a Scheduled Determination or a Special Determination) propose to the Lenders a specific Borrowing Base amount for the Lenders to approve or disapprove. Within 15 days thereafter each Lender shall respond to the Administrative Agent in writing, either approving such proposed amount or setting out a reasonable alternative amount (based on the criteria described in clause (v) below), and any Lender’s failure to respond to such proposal within such time will be deemed a disapproval of the proposed amount. After receiving such responses or deemed responses from all Lenders, the Administrative Agent will designate the new Borrowing Base at the highest amount approved (i) by all Lenders, in the case of an increase to the then current Borrowing Base, or (ii) at the highest amount approved by Required Lenders, in the case of a reduction to or continuation of the then current Borrowing Base. (iv) In addition to the foregoing, the Administrative Agent and Lenders shall also have the right to adjust the Borrowing Base (which shall not count as a Special Determination but which shall otherwise be done in accordance with the procedures set forth in Section 2.05(b)(iii)) if the Borrower or any Subsidiaries sell or otherwise transfer (excluding transfers to the Borrower or a Subsidiary of the Borrower that is a Guarantor) Oil and Gas Properties that, on a cumulative basis since the then most recent Determination Date, represent more than ten percent of the net present value of all of their proved reserves, as determined in the most recently delivered Engineering Report. (v) Each redetermination of the Borrowing Base pursuant to this Section 2.05 shall be made in good faith by all of the Lenders and the Administrative Agent, in the exercise of their reasonable discretion and in accordance with their respective customary and prudent standards for oil and gas lending and credit transactions as they exist at such time. Without limiting such discretion, Borrower acknowledges and agrees that the Administrative Agent and the Lenders (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate in their discretion, (ii) may make such assumptions regarding projected rates and quantities of future production of Hydrocarbons from the Oil and Gas Properties owned by Borrower and its Subsidiaries as they deem appropriate in their discretion, (iii) may consider the projected cash requirements of Borrower and its Subsidiaries,
Appears in 2 contracts
Samples: Credit Agreement (Sandridge Energy Inc), Credit Agreement (Sandridge Energy Inc)
Subsequent Determinations of the Borrowing Base. Upon each designation of a new Borrowing Base on a Scheduled Determination or a Special Determination, the Administrative Agent shall notify the Borrower of the new Borrowing Base which designation shall take effect immediately on the date such notice is sent (each such datedate (including the Closing Date), a “Determination Date”) and shall remain in effect until, but not including, the next Determination Date. The Borrowing Base shall be determined in accordance with the following methodology:
(i) By April March 1 and October September 1 of each year beginning April March 1, 20072019, the Borrower shall furnish to the Administrative Agent (with sufficient copies for each Lender of any information provided on paper, computer disks, or other tangible media) the Engineering Report then required under Section 6.01(d6.01(e) or (e) Section 6.01(f), together with all information, reports and data that the Administrative Agent requests concerning the businesses and properties of the Borrower and its Subsidiaries the other Loan Parties (including their Oil and Gas Properties and the reserves and production relating thereto). As promptly as reasonably practicable after receiving such Engineering Report, information, reports and data, the Administrative Agent shall propose a Borrowing Base following the procedures set forth in Section 2.05(b)(iii) below. Each such determination of the Borrowing Base is herein called a “Scheduled Determination”. If the Borrower does not furnish all such information, reports and data by the date specified in the first sentence of this Sectionclause (i), the Administrative Agent may nonetheless designate the Borrowing Base at any amount that Required Lenders determine (or, in the case of an increase, that all the Lenders determine) and the Borrowing Base may similarly be designated from time to time thereafter until each Lender receives all such information, reports and data, whereupon the Lenders shall designate a new Borrowing Base as described above.
(ii) In addition to Scheduled Determinations, the Borrower may request the Lenders to make additional determinations of the Borrowing Base (x) twice during the twelve months following the Closing Date and (y) thereafter once during each twelve month interval between consecutive Scheduled Determinations, and the Administrative Agent also may (and at the request of the Required Lenders must) request the Lenders to make an additional determination of the Borrowing Base (x) once during the twelve months following the Closing Date and (y) thereafter once during each twelve month interval between consecutive Scheduled Determinations; provided that the South Texas Properties will not be reevaluated prior to the first Scheduled Determination. The Administrative Agent shall give notice to the Borrower of any such request made by the Administrative Agent to the Lenders. The Borrower shall submit any such request made by the Borrower to the Administrative Agent and each Lender and, at the time of such request, the Borrower shall (A) deliver to the Administrative Agent and each Lender an updated Engineering Report prepared either by the Borrower or by independent petroleum engineers, any Approved Petroleum Engineer and (B) notify the Administrative Agent and each Lender of the Borrowing Base requested by the Borrower. Any determination of the Borrowing Base made pursuant to a request under this clause (ii) is herein called a “Special Determination”. Any Special Determination shall be made by Lenders in accordance with the procedures set forth in Section 2.05(b)(iii), ; provided, however, that the Borrower shall not be required to deliver an updated Engineering Report to the Administrative Agent and Lenders in connection with any Special Determination requested by the Administrative Agent. In addition to, and not including and/or limited by the foregoing provisions of this clause (ii), the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Determinations, request additional Special Determinations of the Borrowing Base in the event the Borrower or any other Loan Party acquires Oil and Gas Properties with Proved Reserves that are to be included in the Borrowing Base having a PV9 Value (calculated at the time of acquisition) in excess of 5% of the Borrowing Base in effect immediately prior to such acquisition.
(iii) The Administrative Agent shall (within 30 days after receiving the information, if any, required for a Scheduled Determination or a Special Determination) propose to the Lenders a specific Borrowing Base amount for the Lenders to approve or disapprove, (x) in the case of a Scheduled Determination, (A) if the Administrative Agent shall have received the Engineering Report and all information, reports and data requested by it in connection therewith in a timely manner, then on or before March 15th and September 15th of such year following the date of delivery or (B) if the Administrative Agent shall not have received the Engineering Report and all information, reports and data requested by it in connection therewith in a timely manner, then promptly after the Administrative Agent has received such Engineering Report and all information, reports and data requested by it in connection therewith and has had a reasonable opportunity to determine the Borrowing Base in accordance with Section 2.05(b)(i); and (y) in the case of a Special Determination, promptly, and in any event, within 15 days after the Administrative Agent shall have received the Engineering Report and all information, reports and data requested by it in connection therewith. So long as the Loan Parties own all or substantially all of the South Texas Properties, the proposed Borrowing Base amount may also specify the portion of the Borrowing Base amount attributable to the South Texas Properties. Within 15 days thereafter after the date referred to in the foregoing clause (iii)(x) or (iii)(y), as applicable, each Lender shall respond to the Administrative Agent in writing, either approving such proposed amount or setting out a reasonable alternative amount (based on the criteria described in clause (viv) below), and any Lender’s failure to respond to such proposal within such time will be deemed (x) with respect to any proposed Borrowing Base amount that would constitute an increase in the Borrowing Base then in effect, a disapproval rejection of such proposed Borrowing Base amount, and (y) with respect to any proposed Borrowing Base amount that would constitute a decrease or reaffirmation of the Borrowing Base then in effect, an approval of the proposed amount. After receiving such responses or deemed responses from all Lenders, the Administrative Agent will designate the new Borrowing Base at the highest amount approved (iI) by all Lenders, in the case of an increase to the then current Borrowing Base, or (iiII) at the highest amount approved by the Required Lenders, in the case of a reduction to or continuation of the then current Borrowing Base.
(iv) In addition to the foregoing, the Administrative Agent and Lenders shall also have the right to adjust the Borrowing Base (which shall not count as a Special Determination but which shall otherwise be done in accordance with the procedures set forth in Section 2.05(b)(iii)) if the Borrower or any Subsidiaries sell or otherwise transfer (excluding transfers to the Borrower or a Subsidiary of the Borrower that is a Guarantor) Oil and Gas Properties that, on a cumulative basis since the then most recent Determination Date, represent more than ten percent of the net present value of all of their proved reserves, as determined in the most recently delivered Engineering Report.
(v) Each redetermination of the Borrowing Base pursuant to this Section 2.05 shall be made in good faith by all of the Lenders and the Administrative Agent, in the exercise of their reasonable discretion and in accordance with their respective customary and prudent standards for oil and gas lending and credit transactions as they exist at such timetime and taking into account any Oil and Gas Hedge Transactions that are in place with respect to the production of Hydrocarbons from the Oil and Gas Properties owned by the Borrower and the other Loan Parties. Without limiting such discretion, Borrower acknowledges and agrees that the Administrative Agent and the Lenders (iA) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate in their discretion, (iiB) may make such assumptions regarding projected rates and quantities of future production of Hydrocarbons from the Oil and Gas Properties owned by the Borrower and its Subsidiaries the other Loan Parties as they deem appropriate in their discretion, (iiiC) may consider the projected cash requirements of the Borrower and its Restricted Subsidiaries,, (D) are not required to consider any asset other than Proved Reserves owned by the Borrower and the other Loan Parties and (E) may make such other assumptions, considerations and exclusions as they deem appropriate in the exercise of their discretion. It is further acknowledged and agreed that the Administrative Agent and the Lenders may consider such other credit factors as they deem appropriate in the exercise of their discretion (including, without limitation, the status of title information with respect to the Oil and Gas Properties described in the Engineering Reports, the existence of any other Indebtedness and the quality and sufficiency of the assets and other credit support securing anticipated decommissioning costs, expenses and other liabilities associated with the Beta Properties (including the aggregate cash balance in the Beta Decommissioning Trust accounts)).
Appears in 2 contracts
Samples: Credit Agreement (Amplify Energy Corp), Credit Agreement (Amplify Energy Corp)
Subsequent Determinations of the Borrowing Base. Upon each designation of a new Borrowing Base on a Scheduled Determination or a Special Determination, the Administrative Agent shall notify the Borrower of the new Borrowing Base which designation shall take effect immediately on the date such notice is sent (each such datedate (including the Closing Date), a “Determination Date”) and shall remain in effect until, but not including, the next Determination Date. The Borrowing Base shall be determined in accordance with the following methodology:
(i) By April 1 and October 1 of each year beginning April October 1, 20072016, the Borrower shall furnish to the Administrative Agent (with sufficient copies for each Lender of any information provided on paper, computer disks, or other tangible media) the Engineering Report then required under Section 6.01(d6.01(e) or (eSection 6.01(f) together with all information, reports and data that the Administrative Agent requests concerning the businesses and properties of the Borrower and its Subsidiaries the other Loan Parties (including their Oil and Gas Properties and the reserves and production relating thereto). As Commencing with the first delivery of such Engineering Report, information, reports and data required to be made after the occurrence of the Protected Period Termination Date, the Administrative Agent shall, as promptly as reasonably practicable after receiving such Engineering Report, information, reports and data, the Administrative Agent shall propose a Borrowing Base following the procedures set forth in Section 2.05(b)(iii) below. Each such determination of the Borrowing Base is herein called a “Scheduled Determination”. If From and following the occurrence of the Protected Period Termination Date, if the Borrower does not furnish all such information, reports and data by the date specified in the first sentence of this Sectionclause (i), the Administrative Agent may nonetheless designate the Borrowing Base at any amount that Required Lenders determine (or, in the case of an increase, that all the Lenders determine) and the Borrowing Base may similarly be designated from time to time thereafter until each Lender receives all such information, reports and data, whereupon the Lenders shall designate a new Borrowing Base as described above.
(ii) In addition to Scheduled Determinations, following the occurrence of the Protected Period Termination Date, the Borrower may request the Lenders to make additional determinations of the Borrowing Base (x) twice during the twelve months following the Closing Date and (y) thereafter once during each twelve month interval any fiscal year between Scheduled Determinations, and the Administrative Agent also may (and at the request of the Required Lenders must) request the Lenders to make an additional determination of the Borrowing Base (x) once during the twelve months following the Closing Date and (y) thereafter once during each twelve month interval any fiscal year between Scheduled Determinations. The Administrative Agent shall give notice to the Borrower of any such request made by the Administrative Agent to the Lenders. The Borrower shall submit any such request made by the Borrower to the Administrative Agent and each Lender and, at the time of such request, the Borrower shall (A) deliver to the Administrative Agent and each Lender an updated Engineering Report prepared either by the Borrower or by independent petroleum engineers, any Approved Petroleum Engineer and (B) notify the Administrative Agent and each Lender of the Borrowing Base requested by the Borrower. Any determination of the Borrowing Base made pursuant to a request under this clause (ii) is herein called a “Special Determination”. Any Special Determination shall be made by Lenders in accordance with the procedures set forth in Section 2.05(b)(iii), ; provided, however, that the Borrower shall not be required to deliver an updated Engineering Report to the Administrative Agent and Lenders in connection with any Special Determination requested by the Administrative Agent.
(iii) The Administrative Agent shall (within 30 days after receiving the information, if any, required for a Scheduled Determination or a Special Determination) propose to the Lenders a specific Borrowing Base amount for the Lenders to approve or disapprove, (x) in the case of a Scheduled Determination, (A) if the Administrative Agent shall have received the Engineering Report and all information, reports and data requested by it in connection therewith in a timely manner, then on or before April 15 and October 15th of such year following the date of delivery or (B) if the Administrative Agent shall not have received the Engineering Report and all information, reports and data requested by it in connection therewith in a timely manner, then promptly after the Administrative Agent has received such Engineering Report and all information, reports and data requested by it in connection therewith and has had a reasonable opportunity to determine the Borrowing Base in accordance with Section 2.05(b)(i); and (y) in the case of a Special Determination, promptly, and in any event, within 15 days after the Administrative Agent shall have received the Engineering Report and all information, reports and data requested by it in connection therewith. Within 15 days thereafter after the date referred to in the foregoing clause (iii)(x) or (iii)(y), as applicable, each Lender shall respond to the Administrative Agent in writing, either approving such proposed amount or setting out a reasonable alternative amount (based on the criteria described in clause (viv) below), and any Lender’s failure to respond to such proposal within such time will be deemed a disapproval of the proposed amount. After receiving such responses or deemed responses from all Lenders, the Administrative Agent will designate the new Borrowing Base at the highest amount approved (iI) by all Lenders, in the case of an increase to the then current Borrowing Base, or (iiII) at the highest amount approved by the Required Lenders, in the case of a reduction to or continuation of the then current Borrowing Base.
(iv) In addition to the foregoing, the Administrative Agent and Lenders shall also have the right to adjust the Borrowing Base (which shall not count as a Special Determination but which shall otherwise be done in accordance with the procedures set forth in Section 2.05(b)(iii)) if the Borrower or any Subsidiaries sell or otherwise transfer (excluding transfers to the Borrower or a Subsidiary of the Borrower that is a Guarantor) Oil and Gas Properties that, on a cumulative basis since the then most recent Determination Date, represent more than ten percent of the net present value of all of their proved reserves, as determined in the most recently delivered Engineering Report.
(v) Each redetermination of the Borrowing Base pursuant to this Section 2.05 shall be made in good faith by all of the Lenders and the Administrative Agent, in the exercise of their reasonable discretion and in accordance with their respective customary and prudent standards for oil and gas lending and credit transactions as they exist at such timetime and taking into account any Oil and Gas Hedge Transactions that are in place with respect to the production of Hydrocarbons from the Oil and Gas Properties owned by the Borrower and the other Loan Parties. Without limiting such discretion, Borrower acknowledges and agrees that the Administrative Agent and the Lenders (iA) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate in their discretion, (iiB) may make such assumptions regarding projected rates and quantities of future production of Hydrocarbons from the Oil and Gas Properties owned by the Borrower and its Subsidiaries the other Loan Parties as they deem appropriate in their discretion, (iiiC) may consider the projected cash requirements of the Borrower and its Restricted Subsidiaries,, (D) are not required to consider any asset other than Proved Reserves owned by the Borrower and the other Loan Parties and (E) may make such other assumptions, considerations and exclusions as they deem appropriate in the exercise of their discretion. It is further acknowledged and agreed that the Administrative Agent and the Lenders may consider such other credit factors as they deem appropriate in the exercise of their discretion (including, without limitation, the status of title information with respect to the Borrowing Base Properties as described in the Engineering Reports and the existence of any other Indebtedness).
Appears in 1 contract
Subsequent Determinations of the Borrowing Base. Upon each designation of a new Borrowing Base on a Scheduled Determination or a Special Determination, the Administrative Agent shall notify the Borrower of the new Borrowing Base which designation shall take effect immediately on the date such notice is sent (each such datedate (including the Closing Date), a “Determination Date”) and shall remain in effect until, but not including, the next Determination Date. The Borrowing Base shall be determined in accordance with the following methodology:
(i) By April March 1 and October September 1 of each year beginning April March 1, 20072019, the Borrower shall furnish to the Administrative Agent (with sufficient copies for each Lender of any information provided on paper, computer disks, or other tangible media) the Engineering Report then required under Section 6.01(d6.01(e) or (e) Section 6.01(f), together with all information, reports and data that the Administrative Agent requests concerning the businesses and properties of the Borrower and its Subsidiaries the other Loan Parties (including their Oil and Gas Properties and the reserves and production relating thereto). As promptly as reasonably practicable after receiving such Engineering Report, information, reports and data, the Administrative Agent shall propose a Borrowing Base following the procedures set forth in Section 2.05(b)(iii) below. Each such determination of the Borrowing Base is herein called a “Scheduled Determination”. If the Borrower does not furnish all such information, reports and data by the date specified in the first sentence of this Sectionclause (i), the Administrative Agent may nonetheless designate the Borrowing Base at any amount that Required Lenders determine (or, in the case of an increase, that all the Lenders determine) and the Borrowing Base may similarly be designated from time to time thereafter until each Lender receives all such information, reports and data, whereupon the Lenders shall designate a new Borrowing Base as described above.
(ii) In addition to Scheduled Determinations, the Borrower may request the Lenders to make additional determinations of the Borrowing Base (x) twice during the twelve months following the Closing Date and (y) thereafter once during each twelve month interval between consecutive Scheduled Determinations, and the Administrative Agent also may (and at the request of the Required Lenders must) request the Lenders to make an additional determination of the Borrowing Base (x) once during the twelve months following the Closing Date and (y) thereafter once during each twelve month interval between consecutive Scheduled Determinations. The Administrative Agent shall give notice to the Borrower of any such request made by the Administrative Agent to the Lenders. The Borrower shall submit any such request made by the Borrower to the Administrative Agent and each Lender and, at the time of such request, the Borrower shall (A) deliver to the Administrative Agent and each Lender an updated Engineering Report prepared either by the Borrower or by independent petroleum engineers, any Approved Petroleum Engineer and (B) notify the Administrative Agent and each Lender of the Borrowing Base requested by the Borrower. Any determination of the Borrowing Base made pursuant to a request under this clause (ii) is herein called a “Special Determination”. Any Special Determination shall be made by Lenders in accordance with the procedures set forth in Section 2.05(b)(iii), ; provided, however, that the Borrower shall not be required to deliver an updated Engineering Report to the Administrative Agent and Lenders in connection with any Special Determination requested by the Administrative Agent. In addition to, and not including and/or limited by the foregoing provisions of this clause (ii), the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Determinations, request additional Special Determinations of the Borrowing Base in the event the Borrower or any other Loan Party acquires Oil and Gas Properties with Proved Reserves that are to be included in the Borrowing Base having a PV9 Value (calculated at the time of acquisition) in excess of 5% of the Borrowing Base in effect immediately prior to such acquisition.
(iii) The Administrative Agent shall (within 30 days after receiving the information, if any, required for a Scheduled Determination or a Special Determination) propose to the Lenders a specific Borrowing Base amount for the Lenders to approve or disapprove, (x) in the case of a Scheduled Determination, (A) if the Administrative Agent shall have received the Engineering Report and all information, reports and data requested by it in connection therewith in a timely manner, then on or before March 15th and September 15th of such year following the date of delivery or (B) if the Administrative Agent shall not have received the Engineering Report and all information, reports and data requested by it in connection therewith in a timely manner, then promptly after the Administrative Agent has received such Engineering Report and all information, reports and data requested by it in connection therewith and has had a reasonable opportunity to determine the Borrowing Base in accordance with Section 2.05(b)(i); and (y) in the case of a Special Determination, promptly, and in any event, within 15 days after the Administrative Agent shall have received the Engineering Report and all information, reports and data requested by it in connection therewith. Within 15 days thereafter after the date referred to in the foregoing clause (iii)(x) or (iii)(y), as applicable, each Lender shall respond to the Administrative Agent in writing, either approving such proposed amount or setting out a reasonable alternative amount (based on the criteria described in clause (viv) below), and any Lender’s failure to respond to such proposal within such time will be deemed (x) with respect to any proposed Borrowing Base amount that would constitute an increase in the Borrowing Base then in effect, a disapproval rejection of such proposed Borrowing Base amount, and (y) with respect to any proposed Borrowing Base amount that would constitute a decrease or reaffirmation of the Borrowing Base then in effect, an approval of the proposed amount. After receiving such responses or deemed responses from all Lenders, the Administrative Agent will designate the new Borrowing Base at the highest amount approved (iI) by all Lenders, in the case of an increase to the then current Borrowing Base, or (iiII) at the highest amount approved by the Required Lenders, in the case of a reduction to or continuation of the then current Borrowing Base.
(iv) In addition to the foregoing, the Administrative Agent and Lenders shall also have the right to adjust the Borrowing Base (which shall not count as a Special Determination but which shall otherwise be done in accordance with the procedures set forth in Section 2.05(b)(iii)) if the Borrower or any Subsidiaries sell or otherwise transfer (excluding transfers to the Borrower or a Subsidiary of the Borrower that is a Guarantor) Oil and Gas Properties that, on a cumulative basis since the then most recent Determination Date, represent more than ten percent of the net present value of all of their proved reserves, as determined in the most recently delivered Engineering Report.
(v) Each redetermination of the Borrowing Base pursuant to this Section 2.05 shall be made in good faith by all of the Lenders and the Administrative Agent, in the exercise of their reasonable discretion and in accordance with their respective customary and prudent standards for oil and gas lending and credit transactions as they exist at such timetime and taking into account any Oil and Gas Hedge Transactions that are in place with respect to the production of Hydrocarbons from the Oil and Gas Properties owned by the Borrower and the other Loan Parties. Without limiting such discretion, Borrower Bxxxxxxx acknowledges and agrees that the Administrative Agent and the Lenders (iA) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate in their discretion, (iiB) may make such assumptions regarding projected rates and quantities of future production of Hydrocarbons from the Oil and Gas Properties owned by the Borrower and its Subsidiaries the other Loan Parties as they deem appropriate in their discretion, (iiiC) may consider the projected cash requirements of the Borrower and its Restricted Subsidiaries,, (D) are not required to consider any asset other than Proved Reserves owned by the Borrower and the other Loan Parties and (E) may make such other assumptions, considerations and exclusions as they deem appropriate in the exercise of their discretion. It is further acknowledged and agreed that the Administrative Agent and the Lenders may consider such other credit factors as they deem appropriate in the exercise of their discretion (including, without limitation, the status of title information with respect to the Oil and Gas Properties described in the Engineering Reports, the existence of any other Indebtedness and the quality and sufficiency of the assets and other credit support securing anticipated decommissioning costs, expenses and other liabilities associated with the Beta Properties (including the aggregate cash balance in the Beta Decommissioning Trust accounts)).
Appears in 1 contract
Subsequent Determinations of the Borrowing Base. Upon each designation Subsequent determinations of a new the Borrowing Base shall be made by the Lenders semi-annually on a Scheduled Determination May 1 and November 1 of each year beginning May 1, 2004 or a Special Determinationas Unscheduled Redeterminations. By March 1 each year, beginning March 1, 2004, Borrower shall furnish to the Lenders an engineering report in form and substance reasonably satisfactory to Agent prepared by an independent petroleum engineering firm acceptable to Agent, said engineering report to utilize economic and pricing parameters used by the Agent as established from time to time, together with such other information, reports and data concerning the value, in Canadian Dollars, of the Oil and Gas Properties as Agent shall deem reasonably necessary to determine the value, in Canadian Dollars, of such Oil and Gas Properties. By September 1 of each year beginning September 1, 2004, or within thirty (30) days after either (i) receipt of notice from Agent that the Lenders require an Unscheduled Redetermination, or (ii) the Borrower gives notice to Agent of its desire to have an Unscheduled Redetermination performed, the Administrative Borrower shall furnish to the Lenders an engineering report in form and substance reasonably satisfactory to Agent, said engineering report to utilize economic and pricing parameters used by the Agent as established from to time, together with such other information, reports and data concerning the value of such Oil and Gas Properties. Agent shall by written notice to the Borrower no later than May 1 and November 1 of each year, or within a reasonable time thereafter (herein called the "Determination Date"), notify the Borrower of the designation by the Lenders of the new Borrowing Base which designation shall take effect immediately and for the period beginning on the date such notice is sent (each such date, a “Determination Date”) Date and shall remain in effect continuing until, but not including, the next Determination Date. The If an Unscheduled Redetermination is to be made by the Lenders, the Agent shall notify the Borrower within a reasonable time after receipt of all requested information of the new Borrowing Base, and such new Borrowing Base shall be determined in accordance with continue until the following methodology:
(i) By April 1 and October 1 of each year beginning April 1, 2007, the Borrower shall furnish to the Administrative Agent (with sufficient copies for each Lender of any information provided on paper, computer disks, or other tangible media) the Engineering Report then required under Section 6.01(d) or (e) together with all information, reports and data that the Administrative Agent requests concerning the businesses and properties of the Borrower and its Subsidiaries (including their Oil and Gas Properties and the reserves and production relating thereto). As promptly as reasonably practicable after receiving such Engineering Report, information, reports and data, the Administrative Agent shall propose a Borrowing Base following the procedures set forth in Section 2.05(b)(iii) below. Each such determination of the Borrowing Base is herein called a “Scheduled Determination”next Determination Date. If the Borrower does not furnish all such information, reports and data by the any date specified in this Section 7(b), unless such failure is not the first sentence fault of this Sectionthe Borrower, the Administrative Agent Lenders may nonetheless designate the Borrowing Base at any amount that Required Lenders determine (oramounts, in the case of an increaseCanadian Dollars, that all which the Lenders determine) in their reasonable discretion determine and may redesignate the Borrowing Base may similarly be designated from time to time thereafter until each Lender receives the Lenders receive all such information, reports and data, whereupon the Lenders shall designate a new Borrowing Base Base, as described above.
. The procedure for determining the Borrowing Base at each redetermination shall be that the Borrower shall submit to the Agent and Lenders, in writing, a proposed amount as the Borrowing Base as of the next redetermination date. Increases in the Borrowing Base will require approval of all Lenders, but other changes in the Borrowing Base will be subject to the approval of Majority Lenders. If any redetermined Borrowing Base is not approved by Majority Lenders within twenty (ii20) In addition days after the submission to Scheduled Determinationsthe Agent and the Lenders by the Borrower of the proposed amount, the Borrower may request Agent shall notify each of the Lenders that the proposed Borrowing Base has not been approved and each Lender will submit within ten (10) days thereafter its proposed Borrowing Base. The redetermined Borrowing Base shall be then determined based upon the weighted arithmetic average of the proposed amounts, in Canadian Dollars, submitted by each Lender, said proposals to make additional determinations be weighted according to each Lender's Commitment. Each Lender shall determine the amount, in Canadian Dollars, of the Borrowing Base based upon the loan collateral value which such Lender in its sole discretion (xusing such methodology, assumptions and discount rates as such Lender customarily uses in assigning collateral value to oil and gas properties, oil and gas gathering systems, gas processing and plant operations) twice during assigns to such Oil and Gas Properties of the twelve months following the Closing Date and (y) thereafter once during each twelve month interval between Scheduled Determinations, Borrower and the Administrative Agent also may (and Subsidiary Guarantors at the request time in question and based upon such other credit factors consistently applied (including, without limitation, the assets, liabilities, cash flow, business, properties, prospects, management and ownership of Required Lenders mustthe Borrower and its Subsidiaries) request as such Lender customarily considers in evaluating similar oil and gas credits. The Borrowing Base shall be reduced from time to time pursuant to the provisions of Section 2(d) hereof. It is expressly understood that the Lenders have no obligation to make an additional determination of designate the Borrowing Base (x) once during at any particular amounts, except in the twelve months following the Closing Date and (y) thereafter once during each twelve month interval between Scheduled Determinations. The Administrative Agent shall give notice exercise of their discretion, whether in relation to the Borrower of any such request made by the Administrative Agent to the Lenders. The Borrower shall submit any such request made by Borrower to Administrative Agent and each Lender and, at the time of such request, the Borrower shall (A) deliver to the Administrative Agent and each Lender an updated Engineering Report prepared either by the Borrower Commitment or by independent petroleum engineers, and (B) notify the Administrative Agent and each Lender of the Borrowing Base requested by the Borrower. Any determination of the Borrowing Base made pursuant to a request under this clause (ii) is herein called a “Special Determination”. Any Special Determination shall be made by Lenders in accordance with the procedures set forth in Section 2.05(b)(iii), otherwise; provided, however, that the Borrower Lenders shall not be required have the obligation to deliver an updated Engineering Report to the Administrative Agent and Lenders in connection with any Special Determination requested by the Administrative Agent.
(iii) The Administrative Agent shall (within 30 days after receiving the information, if any, required for designate a Scheduled Determination or a Special Determination) propose to the Lenders a specific Borrowing Base in an amount for the Lenders to approve or disapprove. Within 15 days thereafter each Lender shall respond to the Administrative Agent in writing, either approving such proposed amount or setting out a reasonable alternative amount (based on the criteria described in clause (v) below), and any Lender’s failure to respond to such proposal within such time will be deemed a disapproval excess of the proposed amount. After receiving such responses or deemed responses from all Lenders, the Administrative Agent will designate the new Borrowing Base at the highest amount approved (i) by all Lenders, in the case of an increase to the then current Borrowing Base, or (ii) at the highest amount approved by Required Lenders, in the case of a reduction to or continuation of the then current Borrowing BaseRevolving Commitment.
(iv) In addition to the foregoing, the Administrative Agent and Lenders shall also have the right to adjust the Borrowing Base (which shall not count as a Special Determination but which shall otherwise be done in accordance with the procedures set forth in Section 2.05(b)(iii)) if the Borrower or any Subsidiaries sell or otherwise transfer (excluding transfers to the Borrower or a Subsidiary of the Borrower that is a Guarantor) Oil and Gas Properties that, on a cumulative basis since the then most recent Determination Date, represent more than ten percent of the net present value of all of their proved reserves, as determined in the most recently delivered Engineering Report.
(v) Each redetermination of the Borrowing Base pursuant to this Section 2.05 shall be made in good faith by all of the Lenders and the Administrative Agent, in the exercise of their reasonable discretion and in accordance with their respective customary and prudent standards for oil and gas lending and credit transactions as they exist at such time. Without limiting such discretion, Borrower acknowledges and agrees that the Administrative Agent and the Lenders (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate in their discretion, (ii) may make such assumptions regarding projected rates and quantities of future production of Hydrocarbons from the Oil and Gas Properties owned by Borrower and its Subsidiaries as they deem appropriate in their discretion, (iii) may consider the projected cash requirements of Borrower and its Subsidiaries,
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Subsequent Determinations of the Borrowing Base. Upon (a) Prior to ----------------------------------------------- March 1 and September 1 of each designation of year, commencing September 1, 1997, Borrower shall furnish to each Bank a new Borrowing Base on report (herein called a Scheduled Determination or a Special Determination"Reserve Report") in form -------------- and substance reasonably satisfactory to each Bank, the Administrative Agent which Reserve Report shall notify the Borrower be dated as of the new Borrowing Base which designation next preceding December 31 or June 30, as the case may be, and shall take effect immediately on review at least 80% of the Proved Reserves attributable to the Oil and Gas Interests of Borrower and its Subsidiaries, shall set forth the Proved Developed Producing Hydrocarbon Reserves, Proved Developed Behind Pipe Hydrocarbon Reserves, Proved Developed Shut-In Hydrocarbon Reserves and Proved Undeveloped Hydrocarbon Reserves (the "Proved Reserves") attributable to the Oil --------------- and Gas Interests and a projection of the rate of production and net income with respect to the Proved Reserves as of the date of such notice is sent (each such dateReserve Report, a “Determination Date”) and shall remain in effect until, but not including, the next Determination Date. The Borrowing Base shall be determined all in accordance with the following methodology:
(i) By April guidelines published by the Securities and Exchange Commission. Each Reserve Report to be submitted prior to March 1 and October 1 of in each such year beginning April 1, 2007, the Borrower shall furnish to the Administrative Agent (with sufficient copies for each Lender of any information provided on paper, computer disks, or other tangible media) the Engineering Report then required under Section 6.01(d) or (e) together with all information, reports and data that the Administrative Agent requests concerning the businesses and properties of be prepared by the Borrower and its Subsidiaries (including their Oil and Gas Properties and reviewed by Xxxxx Xxxxx or such other independent petroleum engineer acceptable to the reserves and production relating thereto)Required Banks. As promptly as reasonably practicable after receiving such Engineering Report, information, reports and data, Each Reserve Report to be submitted prior to September 1 in each year may be limited to information prepared by personnel of Borrower which shall provide the Administrative Agent shall propose a Borrowing Base following current status of the procedures information set forth in Section 2.05(b)(iiithe immediately preceding Reserve Report.
(b) below. Each such determination of the The "Borrowing Base is herein called a “Scheduled Determination”. If the Borrower does not furnish all such information, reports and data by the date specified in the first sentence of this Section, the Administrative Agent may nonetheless designate the Borrowing Base at any amount that Required Lenders determine (or, in the case of an increase, that all the Lenders determine) and the Borrowing Base may similarly be designated Base" from time to time thereafter until each Lender receives all such information, reports and data, whereupon in effect hereunder shall be the Lenders shall designate a new Borrowing Base as described above.
(ii) In addition maximum aggregate amount of credit which the Banks have determined to Scheduled Determinations, be available pursuant to the Borrower may request the Lenders to make additional determinations of the Borrowing Base (x) twice during the twelve months following the Closing Date and (y) thereafter once during each twelve month interval between Scheduled Determinations, and the Administrative Agent also may (and at the request of Required Lenders must) request the Lenders to make an additional Total Commitment. The determination of the Borrowing Base (x) once during the twelve months following the Closing Date and (y) thereafter once during each twelve month interval between Scheduled Determinations. The Administrative Agent shall give notice to the Borrower such maximum aggregate amount of any such request made by the Administrative Agent to the Lenders. The Borrower shall submit any such request made by Borrower to Administrative Agent and each Lender and, at the time of such request, the Borrower shall (A) deliver to the Administrative Agent and each Lender an updated Engineering Report prepared either by the Borrower or by independent petroleum engineers, and (B) notify the Administrative Agent and each Lender of the Borrowing Base requested by the Borrower. Any determination of the Borrowing Base made pursuant to a request under this clause (ii) is herein called a “Special Determination”. Any Special Determination shall be made by Lenders in accordance with the procedures set forth in Section 2.05(b)(iii), provided, however, that the Borrower shall not be required to deliver an updated Engineering Report to the Administrative Agent and Lenders in connection with any Special Determination requested by the Administrative Agent.
(iii) The Administrative Agent shall (within 30 days after receiving the information, if any, required for a Scheduled Determination or a Special Determination) propose to the Lenders a specific Borrowing Base amount for the Lenders to approve or disapprove. Within 15 days thereafter each Lender shall respond to the Administrative Agent in writing, either approving such proposed amount or setting out a reasonable alternative amount (based on the criteria described in clause (v) below), and any Lender’s failure to respond to such proposal within such time will be deemed a disapproval of the proposed amount. After receiving such responses or deemed responses from all Lenders, the Administrative Agent will designate the new Borrowing Base at the highest amount approved (i) by all Lenders, in the case of an increase to the then current Borrowing Base, or (ii) at the highest amount approved by Required Lenders, in the case of a reduction to or continuation of the then current Borrowing Base.
(iv) In addition to the foregoing, the Administrative Agent and Lenders shall also have the right to adjust the Borrowing Base (which shall not count as a Special Determination but which shall otherwise be done in accordance with the procedures set forth in Section 2.05(b)(iii)) if the Borrower or any Subsidiaries sell or otherwise transfer (excluding transfers to the Borrower or a Subsidiary of the Borrower that is a Guarantor) Oil and Gas Properties that, on a cumulative basis since the then most recent Determination Date, represent more than ten percent of the net present value of all of their proved reserves, as determined in the most recently delivered Engineering Report.
(v) Each redetermination of the Borrowing Base pursuant to this Section 2.05 credit shall be made in good faith by all of the Lenders and the Administrative AgentBanks, in the exercise of their reasonable sole discretion and in accordance with their respective customary practices and prudent standards for oil and gas lending and credit transactions as they exist at such time. Without limiting such discretionloans, Borrower acknowledges and agrees that the Administrative Agent and the Lenders which may include varying (ifrom Bank to Bank) may make such (A) assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate in their discretionpricing, (iiB) may make such assumptions regarding modifying projected rates and of future production and/or quantities of future production of Hydrocarbons from the Oil and Gas Properties owned by Borrower and its Subsidiaries as they deem appropriate in their discretionproduction, (iiiC) may consider considerations related to the projected cash requirements of Borrower and its Subsidiaries,Subsidiaries assumed to be provided from production of the Oil and Gas Interests including present and future debt service of Borrower and/or Subsidiaries of Borrower, general and administrative expenses and distributions in respect of equity, and (D) such other considerations as each Bank deems appropriate, it being recognized that the ultimate determination to be reached is more predicated upon the aggregate amount of credit available hereunder which, at the time of the determination, each Bank determines should be available as reasonably expected to be repayable by Borrower, considering all then existing and projected other items which are expected to be payable or repayable, without undue risk of failure to timely repay. In connection with the redetermination of the Borrowing Base and upon receipt of each Reserve Report the Agent shall submit to the Banks in writing on or before April 5 or October 5, as the case may be, the Agent's recommendation as to the maximum aggregate amount of credit which the Agent has determined should be available to Borrower pursuant to the Total Commitment as of the next succeeding May 1 or November 1, as the case may be (each such date being a "Redetermination Date"). Each Bank shall submit to the Agent in writing on or -------------------- before April 15 or October 15, as the case may be, such Bank's approval or disapproval of the Agent's recommended Borrowing Base and any such disapproval shall state the maximum Borrowing Base acceptable to such Bank. If the Agent has not received such notice from a Bank on or before the close of business on April 15 or October 15, as the case may be, such Bank shall be deemed to have approved the Agent's recommended Borrowing Base. If by any Redetermination Date the Agent has not received the approval of the Required Banks, then until the next Redetermination Date, the Borrowing Base shall be the lowest determination agreed to by the Required Banks. The Agent shall advise Borrower of the determination of the Borrowing Base by the Banks by providing Borrower a Borrowing Base Notice by April 25 and October 25 of each year; provided that if, due to any failure by Borrower to submit in a timely manner any Reserve Report or other information required to be submitted by Borrower hereunder or, if requested in writing by the Agent, any additional information or data needed in connection with a re-determination of the Borrowing Base or due to any other reason beyond the control of the Agent, the Agent does not provide a Borrowing Base Notice at the time described above, then, unless the Agent gives notice to Borrower of a new Borrowing Base, the Borrowing Base from the previous period shall be carried over into the new period until a Borrowing Base Notice is sent to Borrower by the Agent; which Borrowing Base Notice shall be sent to Borrower by the Agent within thirty (30) days after the cessation or cure of the circumstances causing the Borrowing Base Notice to not be previously delivered in a timely manner, and the remainder of the procedures described in this Section 2.02 have been completed. Borrower ------------ shall have the right, by giving notice to the Agent (i) within five Business Days after its receipt of a Borrowing Base Notice for a Borrowing Base Period or (ii) five (5) Business Days prior to the first day of the second Borrowing Base Quarter during any Borrowing Base Period, to elect to have a Designated Borrowing Base take effect for such Borrowing Base Quarter; provided that if Borrower has elected a Designated Borrowing Base for a Borrowing Base Quarter, Borrower may, at any time prior to the end of such Borrowing Base Quarter, by giving five Business Days' prior written notice to the Agent, elect to increase the Designated Borrowing Base for that Borrowing Base Quarter to an amount not greater than the amount originally included by the Agent in the Borrowing Base Notice for such Borrowing Base Period; provided further that if Borrower so elects to increase the Designated Borrowing Base, then all facility fees payable pursuant to Section 2.08 below with respect to the Borrowing Base Quarter in which such increase took place shall be calculated as if the increased Designated Borrowing Base had been in effect for the entire Borrowing Base Quarter.
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Subsequent Determinations of the Borrowing Base. Upon each designation of a new Borrowing Base on a Scheduled Determination or a Special Determination, the Administrative Agent shall notify the Borrower of the new Borrowing Base which designation shall take effect immediately on the date such notice is sent (each such datedate (including the Closing Date), a “Determination Date”) and shall remain in effect until, but not including, the next Determination Date. The Borrowing Base shall be determined in accordance with the following methodology:
(i) By April 1 and October 1 of each year beginning April October 1, 20072017, the Borrower shall furnish to the Administrative Agent (with sufficient copies for each Lender of any information provided on paper, computer disks, or other tangible media) the Engineering Report then required under Section 6.01(d6.01(e) or (eSection 6.01(f) together with all information, reports and data that the Administrative Agent requests concerning the businesses and properties of the Borrower and its Subsidiaries the other Loan Parties (including their Oil and Gas Properties and the reserves and production relating thereto). As promptly as reasonably practicable after receiving such Engineering Report, information, reports and data, the Administrative Agent shall propose a Borrowing Base following the procedures set forth in Section 2.05(b)(iii) below. Each such determination of the Borrowing Base is herein called a “Scheduled Determination”. If the Borrower does not furnish all such information, reports and data by the date specified in the first sentence of this Sectionclause (i), the Administrative Agent may nonetheless designate the Borrowing Base at any amount that Required Lenders determine (or, in the case of an increase, that all the Lenders determine) and the Borrowing Base may similarly be designated from time to time thereafter until each Lender receives all such information, reports and data, whereupon the Lenders shall designate a new Borrowing Base as described above.
(ii) In addition to Scheduled Determinations, the Borrower may request the Lenders to make additional determinations of the Borrowing Base (x) twice during the twelve months following the Closing Date and (y) thereafter once during each twelve month interval any fiscal year between Scheduled Determinations, and the Administrative Agent also may (and at the request of the Required Lenders must) request the Lenders to make an additional determination of the Borrowing Base (x) once during the twelve months following the Closing Date any fiscal year between Scheduled Determinations and (y) thereafter once during each twelve month interval between Scheduled Determinationsin connection with any Royalty Trust Redetermination Trigger Event. The Administrative Agent shall give notice to the Borrower of any such request made by the Administrative Agent to the Lenders. The Borrower shall submit any such request made by the Borrower to the Administrative Agent and each Lender and, at the time of such request, the Borrower shall (A) deliver to the Administrative Agent and each Lender an updated Engineering Report prepared either by the Borrower or by independent petroleum engineers, any Approved Petroleum Engineer and (B) notify the Administrative Agent and each Lender of the Borrowing Base requested by the Borrower. Any determination of the Borrowing Base made pursuant to a request under this clause (ii) is herein called a “Special Determination”. Any Special Determination shall be made by Lenders in accordance with the procedures set forth in Section 2.05(b)(iii), ; provided, however, that the Borrower shall not be required to deliver an updated Engineering Report to the Administrative Agent and Lenders in connection with any Special Determination requested by the Administrative Agent.
(iii) The Administrative Agent shall (within 30 days after receiving the information, if any, required for a Scheduled Determination or a Special Determination) propose to the Lenders a specific Borrowing Base amount for the Lenders to approve or disapprove, (x) in the case of a Scheduled Determination, (A) if the Administrative Agent shall have received the Engineering Report and all information, reports and data requested by it in connection therewith in a timely manner, then on or before April 15 and October 15th of such year following the date of delivery or (B) if the Administrative Agent shall not have received the Engineering Report and all information, reports and data requested by it in connection therewith in a timely manner, then promptly after the Administrative Agent has received such Engineering Report and all information, reports and data requested by it in connection therewith and has had a reasonable opportunity to determine the Borrowing Base in accordance with Section 2.05(b)(i); and (y) in the case of a Special Determination, promptly, and in any event, within 15 days after the Administrative Agent shall have received the Engineering Report and all information, reports and data requested by it in connection therewith. Within 15 days thereafter after the date referred to in the foregoing clause (iii)(x) or (iii)(y), as applicable, each Lender shall respond to the Administrative Agent in writing, either approving such proposed amount or setting out a reasonable alternative amount (based on the criteria described in clause (viv) below), and any Lender’s failure to respond to such proposal within such time will be deemed a disapproval of the proposed amount. After receiving such responses or deemed responses from all Lenders, the Administrative Agent will designate the new Borrowing Base at the highest amount approved (iI) by all Lenders, in the case of an increase to the then current Borrowing Base, or (iiII) at the highest amount approved by the Required Lenders, in the case of a reduction to or continuation of the then current Borrowing Base.
(iv) In addition to the foregoing, the Administrative Agent and Lenders shall also have the right to adjust the Borrowing Base (which shall not count as a Special Determination but which shall otherwise be done in accordance with the procedures set forth in Section 2.05(b)(iii)) if the Borrower or any Subsidiaries sell or otherwise transfer (excluding transfers to the Borrower or a Subsidiary of the Borrower that is a Guarantor) Oil and Gas Properties that, on a cumulative basis since the then most recent Determination Date, represent more than ten percent of the net present value of all of their proved reserves, as determined in the most recently delivered Engineering Report.
(v) Each redetermination of the Borrowing Base pursuant to this Section 2.05 shall be made in good faith by all of the Lenders and the Administrative Agent, in the exercise of their reasonable discretion and in accordance with their respective customary and prudent standards for oil and gas lending and credit transactions as they exist at such timetime and taking into account any Oil and Gas Hedge Transactions that are in place with respect to the production of Hydrocarbons from the Oil and Gas Properties owned by the Borrower and the other Loan Parties. Without limiting such discretion, Borrower acknowledges and agrees that the Administrative Agent and the Lenders (iA) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate in their discretion, (iiB) may make such assumptions regarding projected rates and quantities of future production of Hydrocarbons from the Oil and Gas Properties owned by the Borrower and its Subsidiaries the other Loan Parties as they deem appropriate in their discretion, (iiiC) may consider the projected cash requirements of the Borrower and its Restricted Subsidiaries,, (D) are not required to consider any asset other than Proved Reserves owned by the Borrower and the other Loan Parties and (E) may make such other assumptions, considerations and exclusions as they deem appropriate in the exercise of their discretion. It is further acknowledged and agreed that the Administrative Agent and the Lenders may consider such other credit factors as they deem appropriate in the exercise of their discretion (including, without limitation, the status of title information with respect to the Borrowing Base Properties as described in the Engineering Reports and the existence of any other Indebtedness).
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Subsequent Determinations of the Borrowing Base. Upon each designation of a new Borrowing Base on a Scheduled Determination or a Special Determination, the Administrative Agent shall notify the Borrower of the new Borrowing Base which designation shall take effect immediately on the date such notice is sent (each such datedate (including the Closing Date), a “Determination Date”) and shall remain in effect until, but not including, the next Determination Date. The Borrowing Base shall be determined in accordance with the following methodology:
(i) By April 1 and October 1 of each year beginning April October 1, 20072019, the Borrower shall furnish to the Administrative Agent (with sufficient copies for each Lender of any information provided on paper, computer disks, or other tangible media) the Engineering Report then required under Section 6.01(d6.01(e) or (eSection 6.01(f) together with all information, reports and data that the Administrative Agent requests concerning the businesses and properties of the Borrower and its Subsidiaries the other Loan Parties (including their Oil and Gas Properties and the reserves and production relating thereto). As promptly as reasonably practicable after receiving such Engineering Report, information, reports and data, the Administrative Agent shall propose a Borrowing Base following the procedures set forth in Section 2.05(b)(iii) below. Each such determination of the Borrowing Base is herein called a “Scheduled Determination”. If the Borrower does not furnish all such information, reports and data by the date specified in the first sentence of this Sectionclause (i), the Administrative Agent may nonetheless designate the Borrowing Base at any amount that Required Lenders determine (or, in the case of an increase, that all the Lenders determine) and the Borrowing Base may similarly be designated from time to time thereafter until each Lender receives all such information, reports and data, whereupon the Lenders shall designate a new Borrowing Base as described above.
(ii) In addition to Scheduled Determinations, the Borrower may request the Lenders to make additional determinations of the Borrowing Base (x) twice during the twelve months following the Closing Date and (y) thereafter once during each twelve month interval any fiscal year between Scheduled Determinations, and the Administrative Agent also may (and at the request of the Required Lenders must) request the Lenders to make an additional determination of the Borrowing Base (x) once during the twelve months following the Closing Date any fiscal year between Scheduled Determinations and (y) thereafter once during each twelve month interval between Scheduled Determinationsin connection with any Royalty Trust Redetermination Trigger Event. The Administrative Agent shall give notice to the Borrower of any such request made by the Administrative Agent to the Lenders. The Borrower shall submit any such request made by the Borrower to the Administrative Agent and each Lender and, at the time of such request, the Borrower shall (A) deliver to the Administrative Agent and each Lender an updated Engineering Report prepared either by the Borrower or by independent petroleum engineers, any Approved Petroleum Engineer and (B) notify the Administrative Agent and each Lender of the Borrowing Base requested by the Borrower. Any determination of the Borrowing Base made pursuant to a request under this clause (ii) is herein called a “Special Determination”. Any Special Determination shall be made by Lenders in accordance with the procedures set forth in Section 2.05(b)(iii), ; provided, however, that the Borrower shall not be required to deliver an updated Engineering Report to the Administrative Agent and Lenders in connection with any Special Determination requested by the Administrative Agent.
(iii) The Administrative Agent shall (within 30 days after receiving the information, if any, required for a Scheduled Determination or a Special Determination) propose to the Lenders a specific Borrowing Base amount for the Lenders to approve or disapprove, (x) in the case of a Scheduled Determination, (A) if the Administrative Agent shall have received the Engineering Report and all information, reports and data requested by it in connection therewith in a timely manner, then on or before April 15 and October 15th of such year following the date of delivery or (B) if the Administrative Agent shall not have received the Engineering Report and all information, reports and data requested by it in connection therewith in a timely manner, then promptly after the Administrative Agent has received such Engineering Report and all information, reports and data requested by it in connection therewith and has had a reasonable opportunity to determine the Borrowing Base in accordance with Section 2.05(b)(i); and (y) in the case of a Special Determination, promptly, and in any event, within 15 days after the Administrative Agent shall have received the Engineering Report and all information, reports and data requested by it in connection therewith. Within 15 days thereafter after the date referred to in the foregoing clause (iii)(x) or (iii)(y), as applicable, each Lender shall respond to the Administrative Agent in writing, either approving such proposed amount or setting out a reasonable alternative amount (based on the criteria described in clause (viv) below), and any Lender’s failure to respond to such proposal within such time will be deemed a disapproval of the proposed amount. After receiving such responses or deemed responses from all Lenders, the Administrative Agent will designate the new Borrowing Base at the highest amount approved (iI) by all Lenders, in the case of an increase to the then current Borrowing Base, or (iiII) at the highest amount approved by the Required Lenders, in the case of a reduction to or continuation of the then current Borrowing Base.
(iv) In addition to the foregoing, the Administrative Agent and Lenders shall also have the right to adjust the Borrowing Base (which shall not count as a Special Determination but which shall otherwise be done in accordance with the procedures set forth in Section 2.05(b)(iii)) if the Borrower or any Subsidiaries sell or otherwise transfer (excluding transfers to the Borrower or a Subsidiary of the Borrower that is a Guarantor) Oil and Gas Properties that, on a cumulative basis since the then most recent Determination Date, represent more than ten percent of the net present value of all of their proved reserves, as determined in the most recently delivered Engineering Report.
(v) Each redetermination of the Borrowing Base pursuant to this Section 2.05 shall be made in good faith by all of the Lenders and the Administrative Agent, in the exercise of their reasonable discretion and in accordance with their respective customary and prudent standards for oil and gas lending and credit transactions as they exist at such timetime and taking into account any Oil and Gas Hedge Transactions that are in place with respect to the production of Hydrocarbons from the Oil and Gas Properties owned by the Borrower and the other Loan Parties. Without limiting such discretion, Borrower acknowledges and agrees that the Administrative Agent and the Lenders (iA) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate in their discretion, (iiB) may make such assumptions regarding projected rates and quantities of future production of Hydrocarbons from the Oil and Gas Properties owned by the Borrower and its Subsidiaries the other Loan Parties as they deem appropriate in their discretion, (iiiC) may consider the projected cash requirements of the Borrower and its Restricted Subsidiaries,, (D) are not required to consider any asset other than Proved Reserves owned by the Borrower and the other Loan Parties and (E) may make such other assumptions, considerations and exclusions as they deem appropriate in the exercise of their discretion. It is further acknowledged and agreed that the Administrative Agent and the Lenders may consider such other credit factors as they deem appropriate in the exercise of their discretion (including, without limitation, the status of title information with respect to the Borrowing Base Properties as described in the Engineering Reports and the existence of any other Indebtedness).
Appears in 1 contract
Subsequent Determinations of the Borrowing Base. Upon each designation of a new Borrowing Base on a Scheduled Determination or a Special Determination, the Administrative Agent shall notify the Borrower of the new Borrowing Base which designation shall take effect immediately on the date such notice is sent (each such datedate (including the Closing Date), a “Determination Date”) and shall remain in effect until, but not including, the next Determination Date. The Borrowing Base shall be determined in accordance with the following methodology:
(i) By April 1 and October 1 of each year beginning April October 1, 20072015, the Borrower shall furnish to the Administrative Agent (with sufficient copies for each Lender of any information provided on paper, computer disks, or other tangible media) the Engineering Report then required under Section 6.01(d6.01(e) or (eSection 6.01(f) together with all information, reports and data that the Administrative Agent requests concerning the businesses and properties of the Borrower and its Restricted Subsidiaries (including their Oil and Gas Properties and the reserves and production relating thereto). As promptly as reasonably practicable after receiving such Engineering Report, information, reports and data, the Administrative Agent shall propose a Borrowing Base following the procedures set forth in Section 2.05(b)(iii) below. Each such determination of the Borrowing Base is herein called a “Scheduled Determination”. If the Borrower does not furnish all such information, reports and data by the date specified in the first sentence of this Section, the Administrative Agent may nonetheless designate the Borrowing Base at any amount that Required Lenders determine (or, in the case of an increase, that all the Lenders determine) and the Borrowing Base may similarly be designated from time to time thereafter until each Lender receives all such information, reports and data, whereupon the Lenders shall designate a new Borrowing Base as described above.
(ii) In addition to Scheduled Determinations, the Borrower may request the Lenders to make additional determinations of the Borrowing Base (x) twice during the twelve months following the Closing Date and (y) thereafter once during each any twelve month interval between Scheduled Determinations, and the Administrative Agent also may (and at the request of the Required Lenders must) request the Lenders to make an additional determination of the Borrowing Base (x) once during the twelve months following the Closing Date and (y) thereafter once during each twelve month interval between Scheduled Determinations. The Administrative Agent shall give notice to the Borrower of any such request made by the Administrative Agent to the Lenders. The Borrower shall submit any such request made by Borrower to Administrative Agent and each Lender and, at the time of such request, the Borrower shall (A) deliver to the Administrative Agent and each Lender an updated Engineering Report prepared either by the Borrower or by independent petroleum engineers, engineers and (B) notify the Administrative Agent and each Lender of the Borrowing Base requested by the Borrower. Any determination of the Borrowing Base made pursuant to a request under this clause (ii) is herein called a “Special Determination”. Any Special Determination shall be made by Lenders in accordance with the procedures set forth in Section 2.05(b)(iii), provided, however, that the Borrower shall not be required to deliver an updated Engineering Report to the Administrative Agent and Lenders in connection with any Special Determination requested by the Administrative Agent.
(iii) The Administrative Agent shall (within 30 days after receiving the information, if any, required for a Scheduled Determination or a Special Determination) propose to the Lenders a specific Borrowing Base amount for the Lenders to approve or disapprove. Within 15 days thereafter each Lender shall respond to the Administrative Agent in writing, either approving such proposed amount or setting out a reasonable alternative amount (based on the criteria described in clause (v) below), and any Lender’s failure to respond to such proposal within such time will be deemed a disapproval of the proposed amount. After receiving such responses or deemed responses from all Lenders, the Administrative Agent will designate the new Borrowing Base at the highest amount approved (i) by all Lenders, in the case of an increase to the then current Borrowing Base, or (ii) at the highest amount approved by the Required Lenders, in the case of a reduction to or continuation of the then current Borrowing Base.
(iv) In addition to the foregoing, (A) unless clause (B) below applies, the Administrative Agent and Lenders shall also have the right to adjust the Borrowing Base (which shall not count as a Special Determination but which shall otherwise be done in accordance with the procedures set forth in Section 2.05(b)(iii)) if the Borrower or any Restricted Subsidiaries sell or otherwise transfer (excluding transfers to the Borrower or a Restricted Subsidiary of the Borrower that is a GuarantorGuarantor (other than Lariat)) Oil and Gas Properties that, on a cumulative basis since the then most recent Determination Date, represent more than ten five percent of the net present value of all of their proved reserves, as determined in the most recently delivered Engineering ReportReport and (B) the Borrowing Base shall be automatically reduced pursuant to (1) Section 2.06(b)(ii) or (2) Section 7.03(l), as applicable.
(v) Each redetermination of the Borrowing Base pursuant to this Section 2.05 shall be made in good faith by all of the Lenders and the Administrative Agent, in the exercise of their reasonable discretion and in accordance with their respective customary and prudent standards for oil and gas lending and credit transactions as they exist at such time. Without limiting such discretion, Borrower acknowledges and agrees that the Administrative Agent and the Lenders (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate in their discretion, (ii) may make such assumptions regarding projected rates and quantities of future production of Hydrocarbons from the Oil and Gas Properties owned by Borrower and its Restricted Subsidiaries as they deem appropriate in their discretion, (iii) may consider the projected cash requirements of Borrower and its Restricted Subsidiaries,, (iv) are not required to consider any asset other than Proved Reserves owned by Borrower and its Restricted Subsidiaries and (v) may make such other assumptions, considerations and exclusions as they deem appropriate in the exercise of their discretion. It is further acknowledged and agreed that the Administrative Agent and the Lenders may consider such other credit factors as they deem appropriate in the exercise of their discretion.
Appears in 1 contract
Subsequent Determinations of the Borrowing Base. Upon (a) Prior to ----------------------------------------------- March 1 and September 1 of each designation of year, commencing September 1, 1995, Borrower shall furnish to each Bank a new Borrowing Base on report (herein called a Scheduled Determination or a Special Determination"Reserve Report") in form -------------- and substance reasonably satisfactory to each Bank, the Administrative Agent which Reserve Report shall notify the Borrower be dated as of the new Borrowing Base which designation next preceding December 31 or June 30, as the case may be, and shall take effect immediately on review at least 80% of the Proved Reserves attributable to the Oil and Gas Interests of Borrower and its Subsidiaries, shall set forth the Proved Developed Producing Hydrocarbon Reserves, Proved Developed Behind Pipe Hydrocarbon Reserves, Proved Developed Shut-In Hydrocarbon Reserves and Proved Undeveloped Hydrocarbon Reserves (the "Proved Reserves") attributable to the Oil --------------- and Gas Interests and a projection of the rate of production and net income with respect to the Proved Reserves as of the date of such notice is sent (each such dateReserve Report, a “Determination Date”) and shall remain in effect until, but not including, the next Determination Date. The Borrowing Base shall be determined all in accordance with the following methodology:
(i) By April guidelines published by the Securities and Exchange Commission. Each Reserve Report to be submitted prior to March 1 in each such year shall be prepared by the Company and October reviewed by Xxxxx Xxxxx or such other independent petroleum engineer acceptable to the Required Banks. Each Reserve Report to be submitted prior to September 1 of in each year beginning April 1, 2007, may be limited to information prepared by personnel of Borrower which shall provide the Borrower shall furnish to the Administrative Agent (with sufficient copies for each Lender of any information provided on paper, computer disks, or other tangible media) the Engineering Report then required under Section 6.01(d) or (e) together with all information, reports and data that the Administrative Agent requests concerning the businesses and properties current status of the Borrower and its Subsidiaries (including their Oil and Gas Properties and the reserves and production relating thereto). As promptly as reasonably practicable after receiving such Engineering Report, information, reports and data, the Administrative Agent shall propose a Borrowing Base following the procedures information set forth in Section 2.05(b)(iiithe immediately preceding Reserve Report.
(b) below. Each such determination of the The "Borrowing Base is herein called a “Scheduled Determination”. If the Borrower does not furnish all such information, reports and data by the date specified in the first sentence of this Section, the Administrative Agent may nonetheless designate the Borrowing Base at any amount that Required Lenders determine (or, in the case of an increase, that all the Lenders determine) and the Borrowing Base may similarly be designated Base" from time to time thereafter until each Lender receives all such information, reports and data, whereupon in effect hereunder shall be the Lenders shall designate a new Borrowing Base as described above.
(ii) In addition -------------- maximum aggregate amount of credit which the Banks have determined to Scheduled Determinations, be available pursuant to the Borrower may request the Lenders to make additional determinations of the Borrowing Base (x) twice during the twelve months following the Closing Date and (y) thereafter once during each twelve month interval between Scheduled Determinations, and the Administrative Agent also may (and at the request of Required Lenders must) request the Lenders to make an additional Total Commitment. The determination of the Borrowing Base (x) once during the twelve months following the Closing Date and (y) thereafter once during each twelve month interval between Scheduled Determinations. The Administrative Agent shall give notice to the Borrower such maximum aggregate amount of any such request made by the Administrative Agent to the Lenders. The Borrower shall submit any such request made by Borrower to Administrative Agent and each Lender and, at the time of such request, the Borrower shall (A) deliver to the Administrative Agent and each Lender an updated Engineering Report prepared either by the Borrower or by independent petroleum engineers, and (B) notify the Administrative Agent and each Lender of the Borrowing Base requested by the Borrower. Any determination of the Borrowing Base made pursuant to a request under this clause (ii) is herein called a “Special Determination”. Any Special Determination shall be made by Lenders in accordance with the procedures set forth in Section 2.05(b)(iii), provided, however, that the Borrower shall not be required to deliver an updated Engineering Report to the Administrative Agent and Lenders in connection with any Special Determination requested by the Administrative Agent.
(iii) The Administrative Agent shall (within 30 days after receiving the information, if any, required for a Scheduled Determination or a Special Determination) propose to the Lenders a specific Borrowing Base amount for the Lenders to approve or disapprove. Within 15 days thereafter each Lender shall respond to the Administrative Agent in writing, either approving such proposed amount or setting out a reasonable alternative amount (based on the criteria described in clause (v) below), and any Lender’s failure to respond to such proposal within such time will be deemed a disapproval of the proposed amount. After receiving such responses or deemed responses from all Lenders, the Administrative Agent will designate the new Borrowing Base at the highest amount approved (i) by all Lenders, in the case of an increase to the then current Borrowing Base, or (ii) at the highest amount approved by Required Lenders, in the case of a reduction to or continuation of the then current Borrowing Base.
(iv) In addition to the foregoing, the Administrative Agent and Lenders shall also have the right to adjust the Borrowing Base (which shall not count as a Special Determination but which shall otherwise be done in accordance with the procedures set forth in Section 2.05(b)(iii)) if the Borrower or any Subsidiaries sell or otherwise transfer (excluding transfers to the Borrower or a Subsidiary of the Borrower that is a Guarantor) Oil and Gas Properties that, on a cumulative basis since the then most recent Determination Date, represent more than ten percent of the net present value of all of their proved reserves, as determined in the most recently delivered Engineering Report.
(v) Each redetermination of the Borrowing Base pursuant to this Section 2.05 credit shall be made in good faith by all of the Lenders and the Administrative AgentBanks, in the exercise of their reasonable sole discretion and in accordance with their respective customary practices and prudent standards for oil and gas lending and credit transactions as they exist at such time. Without limiting such discretionloans, Borrower acknowledges and agrees that the Administrative Agent and the Lenders which may include varying (ifrom Bank to Bank)
(A) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate in their discretionpricing, (iiB) may make such assumptions regarding modifying projected rates and of future production and/or quantities of future production of Hydrocarbons from the Oil and Gas Properties owned by Borrower and its Subsidiaries as they deem appropriate in their discretionproduction, (iiiC) may consider considerations related to the projected cash requirements of Borrower and its Subsidiaries,Subsidiaries assumed to be provided from production of the Oil and Gas Interests including present and future debt service of Borrower and/or Subsidiaries of Borrower, general and administrative expenses and distributions in respect of equity, and (D) such other considerations as each Bank deems appropriate, it being recognized that the ultimate determination to be reached is more predicated upon the aggregate amount of credit available hereunder which, at the time of the determination, each Bank determines should be available as reasonably expected to be repayable by Borrower, considering all then existing and projected other items which are expected to be payable or repayable, without undue risk of failure to timely repay. In connection with the redetermination of the Borrowing Base and upon receipt of each Reserve Report the Agent shall submit to the Banks in writing on or before April 5 or October 5, as the case may be, the Agent's recommendation as to the maximum aggregate amount of credit which the Agent has determined should be available to Borrower pursuant to the Total Commitment as of the next succeeding May 1 or November 1, as the case may be (each such date being a "Redetermination Date"). Each Bank shall submit to the Agent in writing on or -------------------- before April 15 or October 15, as the case may be, such Bank's approval or disapproval of the Agent's recommended Borrowing Base and any such disapproval shall state the maximum Borrowing Base acceptable to such Bank. If the Agent has not received such notice from a Bank on or before the close of business on April 15 or October 15, as the case may be, such Bank shall be deemed to have approved the Agent's recommended Borrowing Base. If by any Redetermination Date the Agent has not received the approval of the Required Banks, then until the next Redetermination Date, the Borrowing Base shall be the lowest determination agreed to by the Required Banks. The Agent shall advise Borrower of the determination of the Borrowing Base by the Banks by providing Borrower a Borrowing Base Notice by April 25 and October 25 of each year; provided that if, due to any failure by Borrower to submit in a timely manner any Reserve Report or other information required to be submitted by Borrower hereunder or, if requested in writing by the Agent, any additional information or data needed in connection with a re-determination of the Borrowing Base or due to any other reason beyond the control of the Agent, the Agent does not provide a Borrowing Base Notice at the time described above, then, unless the Agent gives notice to Borrower of a new Borrowing Base, the Borrowing Base from the previous period shall be carried over into the new period until a Borrowing Base Notice is sent to Borrower by the Agent; which Borrowing Base Notice shall be sent to Borrower by the Agent within thirty (30) days after the cessation or cure of the circumstances causing the Borrowing Base Notice to not be previously delivered in a timely manner, and the remainder of the procedures described in this Section 2.02 have been completed. Borrower shall have the right, by giving ------------ notice to the Agent (i) within five Business Days after its receipt of a Borrowing Base Notice for a Borrowing Base Period or (ii) five (5) Business Days prior to the first day of the second Borrowing Base Quarter during any Borrowing Base Period, to elect to have a Designated Borrowing Base take effect for such Borrowing Base Quarter; provided that if Borrower has elected a Designated Borrowing Base for a Borrowing Base Quarter, Borrower may, at any time prior to the end of such Borrowing Base Quarter, by giving five Business Days' prior written notice to the Agent, elect to increase the Designated Borrowing Base for that Borrowing Base Quarter to an amount not greater than the amount originally included by the Agent in the Borrowing Base Notice for such Borrowing Base Period; provided further that if Borrower so elects to increase the Designated Borrowing Base, then all commitment fees payable pursuant to Section 2.07 below with respect to ------------ the Borrowing Base Quarter in which such increase took place shall be calculated as if the increased Designated Borrowing Base had been in effect for the entire Borrowing Base Quarter.
Appears in 1 contract
Samples: Revolving Credit Agreement (Barrett Resources Corp)
Subsequent Determinations of the Borrowing Base. Upon each designation of a new Borrowing Base on a Scheduled Determination or a Special Determination, the Administrative Agent shall notify the Borrower of the new Borrowing Base which designation shall take effect immediately on the date such notice is sent (each such datedate (including the Closing Date), a “Determination Date”) and shall remain in effect until, but not including, the next Determination Date. The Borrowing Base shall be determined in accordance with the following methodology:
(i) By April March 1 and October September 1 of each year beginning April September 1, 20072023, the Borrower shall furnish to the Administrative Agent (with sufficient copies for each Lender of any information provided on paper, computer disks, or other tangible media) the Engineering Report then required under Section 6.01(d6.01(e) or (e) Section 6.01(f), together with all information, reports and data that the Administrative Agent requests concerning the businesses and properties of the Borrower and its Subsidiaries the other Loan Parties (including their Oil and Gas Properties and the reserves and production relating thereto). As promptly as reasonably practicable after receiving such Engineering Report, information, reports and data, the Administrative Agent shall propose a Borrowing Base following the procedures set forth in Section 2.05(b)(iii) below. Each such determination of the Borrowing Base is herein called a “Scheduled Determination”. If the Borrower does not furnish all such information, reports and data by the date specified in the first sentence of this Sectionclause (i), the Administrative Agent may nonetheless designate the Borrowing Base at any amount that Required Lenders determine (or, in the case of an increase, that all the Lenders determine) and the Borrowing Base may similarly be designated from time to time thereafter until each Lender receives all such information, reports and data, whereupon the Lenders shall designate a new Borrowing Base as described above.
(ii) In addition to Scheduled Determinations, the Borrower may request the Lenders to make additional determinations of the Borrowing Base (x) twice during the twelve months following the Closing Date and (y) thereafter once during each twelve month interval between consecutive Scheduled Determinations, and the Administrative Agent also may (and at the request of the Required Lenders must) request the Lenders to make an additional determination of the Borrowing Base (x) once during the twelve months following the Closing Date and (y) thereafter once during each twelve month interval between consecutive Scheduled Determinations. The Administrative Agent shall give notice to the Borrower of any such request made by the Administrative Agent to the Lenders. The Borrower shall submit any such request made by the Borrower to the Administrative Agent and each Lender and, at the time of such request, the Borrower shall (A) deliver to the Administrative Agent and each Lender an updated Engineering Report prepared either by the Borrower or by independent petroleum engineers, any Approved Petroleum Engineer and (B) notify the Administrative Agent and each Lender of the Borrowing Base requested by the Borrower. Any determination of the Borrowing Base made pursuant to a request under this clause (ii) is herein called a “Special Determination”. Any Special Determination shall be made by Lenders in accordance with the procedures set forth in Section 2.05(b)(iii), ; provided, however, that the Borrower shall not be required to deliver an updated Engineering Report to the Administrative Agent and Lenders in connection with any Special Determination requested by the Administrative Agent. In addition to, and not including and/or limited by the foregoing provisions of this clause (ii), the Borrower may, by notifying the Administrative Agent thereof, at any time between Scheduled Determinations, request additional Special Determinations of the Borrowing Base in the event the Borrower or any other Loan Party acquires Oil and Gas Properties with Proved Reserves that are to be included in the Borrowing Base having a PV9 Value (calculated at the time of acquisition) in excess of five percent (5%) of the Borrowing Base in effect immediately prior to such acquisition.
(iii) The Administrative Agent shall (within 30 days after receiving the information, if any, required for a Scheduled Determination or a Special Determination) propose to the Lenders a specific Borrowing Base amount for the Lenders to approve or disapprove, (x) in the case of a Scheduled Determination, (A) if the Administrative Agent shall have received the Engineering Report and all information, reports and data requested by it in connection therewith in a timely manner, then on or about March 15th and September 15th of such year following the date of delivery or (B) if the Administrative Agent shall not have received the Engineering Report and all information, reports and data requested by it in connection therewith in a timely manner, then promptly after the Administrative Agent has received such Engineering Report and all information, reports and data requested by it in connection therewith and has had a reasonable opportunity to determine the Borrowing Base in accordance with Section 2.05(b)(i); and (y) in the case of a Special Determination, promptly, and in any event, within fifteen (15) days after the Administrative Agent shall have received the Engineering Report and all information, reports and data requested by it in connection therewith. Within 15 fifteen (15) days thereafter after the date referred to in the foregoing clause (iii)(x) or (iii)(y), as applicable, each Lender shall respond to the Administrative Agent in writing, either approving such proposed amount or setting out a reasonable alternative amount (based on the criteria described in clause (viv) below), and any Lender’s failure to respond to such proposal within such time will be deemed (x) with respect to any proposed Borrowing Base amount that would constitute an increase in the Borrowing Base then in effect, a disapproval rejection of such proposed Borrowing Base amount, and (y) with respect to any proposed Borrowing Base amount that would constitute a decrease or reaffirmation of the Borrowing Base then in effect, an approval of the proposed amount. After receiving such responses or deemed responses from all Lenders, the Administrative Agent will designate the new Borrowing Base at the highest amount approved (iI) by all Lenders, in the case of an increase to the then current Borrowing Base, or (iiII) at the highest amount approved by the Required Lenders, in the case of a reduction to or continuation of the then current Borrowing Base.
(iv) In addition to the foregoing, the Administrative Agent and Lenders shall also have the right to adjust the Borrowing Base (which shall not count as a Special Determination but which shall otherwise be done in accordance with the procedures set forth in Section 2.05(b)(iii)) if the Borrower or any Subsidiaries sell or otherwise transfer (excluding transfers to the Borrower or a Subsidiary of the Borrower that is a Guarantor) Oil and Gas Properties that, on a cumulative basis since the then most recent Determination Date, represent more than ten percent of the net present value of all of their proved reserves, as determined in the most recently delivered Engineering Report.
(v) Each redetermination of the Borrowing Base pursuant to this Section 2.05 shall be made in good faith by all of the Lenders and the Administrative Agent, in the exercise of their reasonable discretion and in accordance with their respective customary and prudent standards for oil and gas lending and credit transactions as they exist at such timetime and taking into account any Oil and Gas Hedge Transactions that are in place with respect to the production of Hydrocarbons from the Oil and Gas Properties owned by the Borrower and the other Loan Parties. Without limiting such discretion, Borrower Bxxxxxxx acknowledges and agrees that the Administrative Agent and the Lenders (iA) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate in their discretion, (iiB) may make such assumptions regarding projected rates and quantities of future production of Hydrocarbons from the Oil and Gas Properties owned by the Borrower and its Subsidiaries the other Loan Parties as they deem appropriate in their discretion, (iiiC) may consider the projected cash requirements of the Borrower and its Restricted Subsidiaries,, (D) are not required to consider any asset other than Proved Reserves owned by the Borrower and the other Loan Parties and (E) may make such other assumptions, considerations and exclusions as they deem appropriate in the exercise of their discretion. It is further acknowledged and agreed that the Administrative Agent and the Lenders may consider such other credit factors as they deem appropriate in the exercise of their discretion (including, without limitation, the status of title information with respect to the Oil and Gas Properties described in the Engineering Reports, the existence of any other Indebtedness and the quality and sufficiency of the assets and other credit support securing anticipated decommissioning costs, expenses and other liabilities associated with the Beta Properties (including the aggregate cash balance in the Beta Decommissioning Trust accounts)).
Appears in 1 contract
Subsequent Determinations of the Borrowing Base. Upon each designation Subsequent determinations of a new the Borrowing Base shall be made by the Lenders semi-annually on a Scheduled Determination May 1 and November 1 of each year beginning May 1, 2004 or a Special Determinationas Unscheduled Redeterminations. By March 1 each year, beginning March 1, 2004, Borrowers shall furnish to the Lenders an engineering report in form and substance reasonably satisfactory to Agent prepared by an independent petroleum engineering firm acceptable to Agent, said engineering report to utilize economic and pricing parameters used by the Agent as established from time to time, together with such other information, reports and data concerning the value of the Oil and Gas Properties as Agent shall deem reasonably necessary to determine the value of such Oil and Gas Properties. By September 1 of each year beginning September 1, 2004, or within thirty (30) days after either (i) receipt of notice from Agent that the Lenders require an Unscheduled Redetermination, or (ii) the Borrowers give notice to Agent of their desire to have an Unscheduled Redetermination performed, the Administrative Borrowers shall furnish to the Lenders an engineering report in form and substance reasonably satisfactory to Agent, said engineering report to utilize economic and pricing parameters used by the Agent as established from to time, together with such other information, reports and data concerning the value of such Oil and Gas Properties. Agent shall by written notice to the Borrowers no later than May 1 and November 1 of each year, or within a reasonable time thereafter (herein called the "Determination Date"), notify the Borrower Borrowers of the designation by the Lenders of the new Borrowing Base which designation shall take effect immediately and for the period beginning on the date such notice is sent (each such date, a “Determination Date”) Date and shall remain in effect continuing until, but not including, the next Determination Date. The If an Unscheduled Redetermination is to be made by the Lenders, the Agent shall notify the Borrowers within a reasonable time after receipt of all requested information of the new Borrowing Base, and such new Borrowing Base shall be determined in accordance with continue until the following methodology:
(i) By April 1 and October 1 of each year beginning April 1, 2007, the Borrower shall furnish to the Administrative Agent (with sufficient copies for each Lender of any information provided on paper, computer disks, or other tangible media) the Engineering Report then required under Section 6.01(d) or (e) together with all information, reports and data that the Administrative Agent requests concerning the businesses and properties of the Borrower and its Subsidiaries (including their Oil and Gas Properties and the reserves and production relating thereto). As promptly as reasonably practicable after receiving such Engineering Report, information, reports and data, the Administrative Agent shall propose a Borrowing Base following the procedures set forth in Section 2.05(b)(iii) below. Each such determination of the Borrowing Base is herein called a “Scheduled Determination”next Determination Date. If the Borrower does Borrowers do not furnish all such information, reports and data by the any date specified in this Section 7(b), unless such failure is not the first sentence fault of this Sectionthe Borrowers, the Administrative Agent Lenders may nonetheless designate the Borrowing Base at any amount that Required Lenders determine (or, in the case of an increase, that all amounts which the Lenders determine) in their reasonable discretion determine and may redesignate the Borrowing Base may similarly be designated from time to time thereafter until each Lender receives the Lenders receive all such information, reports and data, whereupon the Lenders shall designate a new Borrowing Base Base, as described above.
. The procedure for determining the Borrowing Base at each redetermination shall be that the Borrowers shall submit to the Agent and Lenders, in writing, a proposed amount as the Borrowing Base as of the next redetermination date. Increases in the Borrowing Base will require approval of all Lenders, but other changes in the Borrowing Base will be subject to the approval of Majority Lenders. If any redetermined Borrowing Base is not approved by Majority Lenders within twenty (ii20) In addition days after the submission to Scheduled Determinationsthe Agent and the Lenders by the Borrowers of the proposed amount, the Borrower may request Agent shall notify each of the Lenders that the proposed Borrowing Base has not been approved and each Lender will submit within ten (10) days thereafter its proposed Borrowing Base. The redetermined Borrowing Base shall be then determined based upon the weighted arithmetic average of the proposed amounts submitted by each Lender, said proposals to make additional determinations be weighted according to each Lender's Commitment. Each Lender shall determine the amount of the Borrowing Base based upon the loan collateral value which such Lender in its sole discretion (xusing such methodology, assumptions and discount rates as such Lender customarily uses in assigning collateral value to oil and gas properties, oil and gas gathering systems, gas processing and plant operations) twice during assigns to such Oil and Gas Properties of the twelve months following the Closing Date and (y) thereafter once during each twelve month interval between Scheduled Determinations, Borrowers and the Administrative Agent also may (and Subsidiary Guarantors at the request time in question and based upon such other credit factors consistently applied (including, without limitation, the assets, liabilities, cash flow, business, properties, prospects, management and ownership of Required Lenders mustthe Borrowers and their Subsidiaries) request as such Lender customarily considers in evaluating similar oil and gas credits. The Borrowing Base shall be reduced from time to time pursuant to the provisions of Section 2(f) hereof. It is expressly understood that the Lenders have no obligation to make an additional determination of designate the Borrowing Base (x) once during at any particular amounts, except in the twelve months following the Closing Date and (y) thereafter once during each twelve month interval between Scheduled Determinations. The Administrative Agent shall give notice exercise of their discretion, whether in relation to the Borrower of any such request made by the Administrative Agent to the Lenders. The Borrower shall submit any such request made by Borrower to Administrative Agent and each Lender and, at the time of such request, the Borrower shall (A) deliver to the Administrative Agent and each Lender an updated Engineering Report prepared either by the Borrower Commitments or by independent petroleum engineers, and (B) notify the Administrative Agent and each Lender of the Borrowing Base requested by the Borrower. Any determination of the Borrowing Base made pursuant to a request under this clause (ii) is herein called a “Special Determination”. Any Special Determination shall be made by Lenders in accordance with the procedures set forth in Section 2.05(b)(iii), otherwise; provided, however, that the Borrower Lenders shall not be required have the obligation to deliver an updated Engineering Report to the Administrative Agent and Lenders in connection with any Special Determination requested by the Administrative Agent.
(iii) The Administrative Agent shall (within 30 days after receiving the information, if any, required for designate a Scheduled Determination or a Special Determination) propose to the Lenders a specific Borrowing Base in an amount for the Lenders to approve or disapprove. Within 15 days thereafter each Lender shall respond to the Administrative Agent in writing, either approving such proposed amount or setting out a reasonable alternative amount (based on the criteria described in clause (v) below), and any Lender’s failure to respond to such proposal within such time will be deemed a disapproval excess of the proposed amount. After receiving such responses or deemed responses from all Lenders, the Administrative Agent will designate the new Borrowing Base at the highest amount approved (i) by all Lenders, in the case of an increase to the then current Borrowing Base, or (ii) at the highest amount approved by Required Lenders, in the case of a reduction to or continuation of the then current Borrowing BaseRevolving Commitment.
(iv) In addition to the foregoing, the Administrative Agent and Lenders shall also have the right to adjust the Borrowing Base (which shall not count as a Special Determination but which shall otherwise be done in accordance with the procedures set forth in Section 2.05(b)(iii)) if the Borrower or any Subsidiaries sell or otherwise transfer (excluding transfers to the Borrower or a Subsidiary of the Borrower that is a Guarantor) Oil and Gas Properties that, on a cumulative basis since the then most recent Determination Date, represent more than ten percent of the net present value of all of their proved reserves, as determined in the most recently delivered Engineering Report.
(v) Each redetermination of the Borrowing Base pursuant to this Section 2.05 shall be made in good faith by all of the Lenders and the Administrative Agent, in the exercise of their reasonable discretion and in accordance with their respective customary and prudent standards for oil and gas lending and credit transactions as they exist at such time. Without limiting such discretion, Borrower acknowledges and agrees that the Administrative Agent and the Lenders (i) may make such assumptions regarding appropriate existing and projected pricing for Hydrocarbons as they deem appropriate in their discretion, (ii) may make such assumptions regarding projected rates and quantities of future production of Hydrocarbons from the Oil and Gas Properties owned by Borrower and its Subsidiaries as they deem appropriate in their discretion, (iii) may consider the projected cash requirements of Borrower and its Subsidiaries,
Appears in 1 contract
