189
(c)
to the extent included in clause (1)(a) above, the discounted future net revenue, calculated in
accordance with the Calculation Method (utilizing the same prices in the Issuer's year-end reserve
report), attributable to reserves subject to participation interests, overriding royalty interests or other
interests of third parties, pursuant to participation, partnership, vendor financing or other agreements
then in effect, or which otherwise are required to be delivered to third parties;
(d)
to the extent included in clause (1)(a) above, the discounted future net revenue calculated in accordance
with the Calculation Method (utilizing the same prices utilized in the Issuer's year-end reserve report),
attributable to reserves that are required to be delivered to third parties to fully satisfy the obligations of
the Issuer and its Restricted Subsidiaries with respect to Volumetric Production Payments on the
schedules specified with respect thereof; and
(e)
the discounted future net revenue, calculated in accordance with the Calculation Method, attributable to
reserves subject to Dollar-Denominated Production Payments that, based on the estimates of
production included in determining the discounted future net revenue specified in the immediately
preceding clause (1)(a) (utilizing the same prices utilized in the Issuer's year-end reserve report), would
be necessary to satisfy fully the obligations of the Issuer and its Restricted Subsidiaries with respect to
Dollar-Denominated Production Payments on the schedules specified with respect thereof.
If the Issuer changes its method of accounting from the modified full cost method to the successful efforts or a similar
method of accounting, "Adjusted Consolidated Net Tangible Assets" will continue to be calculated as if the Issuer were
still using the modified full cost method of accounting.
"
Affiliate
" of any specified Person means any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person. For purposes of this definition, "control", as used with
respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.
For purposes of this definition, the terms "controlling", "controlled by" and "under common control with" have
correlative meanings.
"
Agreed Guarantee and Security Principles
" means the Agreed Guarantee and Security Principles as set forth in the
Indenture (or a schedule thereto), as applied in good faith by the Issuer.
"
Applicable Premium
" means, with respect to any Note on any redemption date, the greater of (a) 1.0% of the principal
amount of such Note and (b) the excess of:
(1)
the present value at such redemption date of (i) the redemption price of the Note on 4 August 2017 (such
redemption price being set forth in the table appearing under the caption "—
Optional Redemption
"), plus (ii)
all required interest payments due on the Note through 4 August 2017 (excluding accrued but unpaid interest
to the redemption date) discounted back to the redemption date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at a rate equal to the Treasury Rate as of such redemption date plus
50 basis points; over
(2)
the then-outstanding principal amount of the Note.
"
Asset Sale
" means:
(1)
the sale, lease, conveyance or other disposition of any assets or rights (including by way of a Production
Payment but excluding an operating lease entered into in the ordinary course of the Oil and Gas Business);
provided
that the sale, lease, conveyance or other disposition of all or substantially all of the properties or
assets of the Issuer and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the
Indenture described above under the caption "—
Repurchase at the Option of Noteholders—Change of
Control
" and/or the provisions described above under the caption "—
Certain Covenants—Merger,
Consolidation or Sale of Assets
" and not by the provisions described under the caption "—
Repurchase at the
Option of Holders—Asset Sales
"; and
(2)
the issuance of Equity Interests in any of the Issuer's Restricted Subsidiaries or the sale by the Issuer or its
Restricted Subsidiaries of Equity Interests in any of the Issuer's Subsidiaries.
Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:
(1)
any single transaction or series of related transactions that involves assets having a Fair Market Value of less
than $10.0 million;
(2)
a transfer or other disposition of assets or Equity Interests between or among the Issuer and/or its Restricted
Subsidiaries;
(3)
an issuance or sale of Equity Interests by a Restricted Subsidiary of the Issuer to the Issuer or to a Restricted
Subsidiary of the Issuer;
