195
upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such
Capital Stock provide that the Issuer may not repurchase or redeem any such Capital Stock pursuant to such provisions
unless such repurchase or redemption complies with the covenant described above under the caption "—
Certain
Covenants—Restricted Payments
". For purposes hereof, the amount of Disqualified Stock which does not have a fixed
repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock
were purchased on any date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if
such price is based upon, or measured by, the Fair Market Value of such Disqualified Stock, such Fair Market Value to
be determined as set forth herein.
"
Dollar-Denominated Production Payments
" means production payment obligations recorded as liabilities in
accordance with IFRS, together with all undertakings and obligations in connection therewith.
"
Equity Interests
" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding
any debt security that is convertible into, or exchangeable for, Capital Stock).
"
Equity Offering
" means any public or private sale of Capital Stock (other than Disqualified Stock) by the Issuer after
the Issue Date.
"
Escrowed Proceeds
" means the proceeds from the offering of any debt securities or other indebtedness paid into an
escrow account with an independent escrow agent on the date of the applicable offering or incurrence pursuant to escrow
arrangements that permit the release of amounts on deposit in such escrow account upon satisfaction of certain
conditions or the occurrence of certain events. The term "Escrowed Proceeds" shall include any interest earned on the
amounts held in escrow.
“
Euroclear
” means Euroclear Bank S.A./N.V. or any successor thereof.
"
Exchange Act
" means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations of
the SEC promulgated thereunder.
"
Existing Indebtedness
" means Indebtedness of the Issuer and its Restricted Subsidiaries in existence on the date of the
Indenture after giving effect to the use of proceeds of the offering of the Notes on the Issue Date as described in this
Offering Memorandum, until such amounts are repaid.
"
Fair Market Value
" means the value that would be paid by a willing buyer to an unaffiliated willing seller in a
transaction not involving the distress or necessity of either party, as determined in good faith by a responsible accounting
or financial officer of the Issuer.
"
Finance Subsidiary
" means a wholly owned Subsidiary of the Issuer that is formed for the purpose of borrowing funds
or issuing securities and lending the proceeds to the Issuer or a Guarantor and that conducts no business other than as
may be reasonably incidental to, or related to, the foregoing.
"
Fitch
" means Fitch, Inc. or any successor to its ratings business.
"
Fixed Charge Coverage Ratio
" means with respect to any specified Person for any period, the ratio of the Consolidated
Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the
specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases, redeems,
defeases or otherwise discharges any Indebtedness (other than ordinary course working capital borrowings) or issues,
repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge
Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the "
Calculation Date
"), then the Fixed Charge Coverage Ratio will be calculated
giving
pro forma
effect (as determined in good faith by a responsible accounting or financial officer of the Issuer) to
such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of
Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom, as if
the same had occurred at the beginning of the applicable four-quarter reference period;
provided, however,
that the
pro
forma
calculation of Fixed Charges shall not give effect to (i) any Indebtedness incurred on the Calculation Date (and,
for the avoidance of doubt, not reclassified on such Calculation Date) pursuant to the provisions described in the second
paragraph under "—
Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock
" or (ii) the
discharge on the Calculation Date of any Indebtedness to the extent that such discharge results from the application of
the proceeds of any Indebtedness incurred pursuant to the provisions described in the second paragraph under "—
Certain
Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock
".
In addition, for purposes of calculating the Fixed Charge Coverage Ratio:
(1)
acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through
mergers, consolidations or otherwise (including acquisitions of assets used or useful in the Oil and Gas
Business), or any Person or any of its Restricted Subsidiaries acquired by the specified Person or any of its
Restricted Subsidiaries, and including any related financing transactions and including increases in ownership of
