197
(2)
any other Subsidiary of the Issuer that executes a Note Guarantee in accordance with the provisions of the
Indenture, and their respective successors and assigns, in each case, until the Note Guarantee of such Person
has been released in accordance with the provisions of the Indenture.
"
Hedging Obligations
" means, with respect to any specified Person, the obligations of such Person under:
(1)
interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap
agreements and interest rate collar agreements, other agreements or arrangements designed to manage interest
rates or interest rate risk;
(2)
any foreign exchange contract, currency swap agreement, currency option, cap, floor, ceiling or collar
agreement or other similar agreement or arrangement designed to protect such Person against fluctuations in
currency exchange rates;
(3)
any forward contract, commodity futures contract, commodity option agreement, commodity swap agreement,
cap, floor, ceiling or collar agreement or other similar agreement or arrangement designed to protect against
fluctuations in the price of commodities used, produced, processed or sold by that Person or any of its
Restricted Subsidiaries at the time; and
(4)
other agreements or arrangements designed to protect such Person against fluctuations in interest rates,
commodity prices or currency exchange rates, including Currency Exchange Protection Agreements.
"
Hydrocarbons
" means oil, gas, casing head gas, drip gasoline, natural gasoline, condensate, distillate, liquid
hydrocarbons, gaseous hydrocarbons and all constituents, elements or compounds thereof and products refined or
processed therefrom.
"
IFRS
" means International Financial Reporting Standards promulgated by the International Accounting Standards
Board (or any successor board or agency) and in effect on the Issue Date or, with respect to the covenant "—
Certain
Covenant—Reports
", as in effect from time to time.
"
Indebtedness
" means, with respect to any specified Person, any indebtedness of such Person (excluding accrued
expenses and trade payables):
(1)
in respect of borrowed money;
(2)
evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements
in respect thereof);
(3)
in respect of banker's acceptances (except to the extent any such reimbursement obligations relate to trade
payables and such obligations are satisfied within 30 days of incurrence);
(4)
representing Capital Lease Obligations;
(5)
representing the balance deferred and unpaid of the purchase price of any property due more than one year
after such property is acquired;
(6)
the principal component or liquidation preference of all obligations of such Person with respect to the
redemption, repayment or other repurchase of any Disqualified Stock or, with respect to any Subsidiary, any
Preferred Stock (but excluding, in each case, any accrued dividends);
(7)
representing any Hedging Obligations;
(8)
the principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person,
whether or not such Indebtedness is assumed by such Person;
provided, however,
that the amount of such
Indebtedness will be the lesser of (a) the Fair Market Value of such asset at such date of determination and (b)
the amount of such Indebtedness of such other Persons; and
(9)
the principal component of Indebtedness of other Persons to the extent Guaranteed by such Person (including,
with respect to any Production Payment; any warranties or guarantees of production or payment by such
Person with respect to such Production Payment, but excluding other contractual obligations of such Person
with respect to such Production Payment);
provided
that the foregoing indebtedness (other than letters of credit and Hedging Obligations) shall be included in this
definition of Indebtedness only if, and to the extent that, the indebtedness would appear as a liability upon a balance
sheet of such Person prepared in accordance with IFRS. Notwithstanding the foregoing, indebtedness shall be included in
the definition of Indebtedness after deducting any receivable due from another Person (other than the Issuer and its
Restricted Subsidiaries) who has an interest in an asset financed with such indebtedness to the Issuer or any Restricted
Subsidiary in respect of such other Person's interest in the relevant asset. Subject to clause (9) above, neither Dollar-
Denominated Production Payments nor Volumetric Production Payments shall be deemed to be Indebtedness.
The term "Indebtedness" shall not include:
