188
(3)
Capital Stock constituting a Minority Interest in any Person that at such time is a Restricted Subsidiary,
provided
,
however
, that any such Restricted Subsidiary described in clause (2) or (3) is primarily engaged in the Oil
and Gas Business.
"
Adjusted Consolidated Net Tangible Assets
" means (without duplication), as of the date of determination:
(1)
the sum of:
(a)
discounted future net revenue from proved crude oil and natural gas reserves of the Issuer and its
Restricted Subsidiaries calculated in accordance with the Calculation Method before any applicable
income taxes, as estimated by the Issuer in a reserve report prepared as of the end of the Issuer's most
recently completed fiscal year for which audited financial statements are available, as
increased
by, as
of the date of determination, the discounted future net revenue of:
(i)
estimated proved crude oil and natural gas reserves of the Issuer and its Restricted Subsidiaries
acquired since the date of such reserve report (including oil and gas reserves to be acquired as of
the date of such determination), calculated in accordance with the Calculation Method, and
(ii)
estimated crude oil and natural gas reserves of the Issuer and its Restricted Subsidiaries
attributable to extensions, discoveries and other additions and upward revisions of estimates of
proved crude oil and natural gas reserves (including the impact to proved reserves and future net
reserves from previously estimated development costs incurred and the accretion of discount
since the prior period end) due to exploration, development or exploitation, production or other
activities, which reserves were not reflected in such reserve report which would, in accordance
with standard industry practice, result in such determinations, calculated in accordance with the
Calculation Method,
and
decreased
by, as of the date of determination, the discounted future net revenue attributable to:
(iii)
estimated proved crude oil and natural gas reserves of the Issuer and its Restricted Subsidiaries
reflected in such reserve report produced or disposed of since the date of such reserve report
calculated in accordance with the Calculation Method, and
(iv)
reductions in the estimated oil and natural gas reserves of the Issuer and its Restricted
Subsidiaries reflected in such reserve report since the date of such reserve report attributable to
downward determinations of estimates of proved crude oil and natural gas reserves due to
exploration, development or exploitation, production or other, activities conducted or otherwise
occurring since the date of such reserve report which would, in accordance with standard
industry practice, result in such determinations, in each case calculated in accordance with the
Calculation Method;
utilizing in the case of clauses (i) through (iv), prices and costs calculated in accordance with the
Calculation Method as if the end of the most recent fiscal quarter preceding the date of determination
for which such information is available to the Issuer were year-end;
provided, however,
that such
increases and decreases shall be estimated by the Issuer's engineers;
(b)
the capitalized costs that are attributable to crude oil and natural gas properties of the Issuer and its
Restricted Subsidiaries to which no proved crude oil and natural gas reserves are attributable, based on
the Issuer's books and records as of a date no earlier than the date of the Issuer's latest available annual
or quarterly financial statements;
(c)
the Net Working Capital as of a date no earlier than the date of the Issuer's latest available annual or
quarterly financial statements; and
(d)
the greater of (i) the net book value of other tangible assets (including Investments in unconsolidated
Subsidiaries) of the Issuer and its Restricted Subsidiaries as of a date no earlier than the date of the
Issuer's latest available annual or quarterly financial statements and (ii) the appraised value, as
estimated by independent appraisers, of other tangible assets of the Issuer and its Restricted
Subsidiaries as of a date no earlier than the date of the Issuer's latest available annual or quarterly
financial statements (
provided
that the Issuer shall not be required to obtain such an appraisal of such
assets if no such appraisal has been performed and only clause (d)(i) of this definition shall apply);
minus
(2)
the sum of:
(a)
Minority Interests;
(b)
any net natural gas balancing liabilities of the Issuer and its Restricted Subsidiaries reflected in the
Issuer's latest audited financial statements (to the extent not deducted in calculating Net Working
Capital of such Person in accordance with clause (1)(c) above of this definition);
