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compensation programs on terms that are reasonably customary in the Oil and Gas Business for geologists, geophysicists
and other providers of technical services to the Issuer or a Subsidiary of the Issuer.
"
Pro Forma Cost Savings
" means, without duplication, with respect to any period, reductions in costs and related
adjustments that have been actually realized or are projected by the Issuer's chief financial officer in good faith to result
from reasonably identifiable and factually supportable actions or events, but only if such reductions in costs and related
adjustments are so projected by the Issuer to be realized during the consecutive four-quarter period commencing after the
transaction giving rise to such calculation.
"
Public Equity Offering
" means, with respect to any Person, a bona fide underwritten primary public offering of the
ordinary shares or common equity of such Person, either:
(1)
pursuant to a flotation on the Hong Kong Stock Exchange, Singapore Exchange Limited, Dubai Financial
Market, London Stock Exchange or any other nationally recognized stock exchange or listing authority in
Asia, the Middle East or a member state of the European Union; or
(2)
pursuant to (x) an effective registration statement under the Securities Act (other than a registration
statement on Form S-8 or otherwise relating to Equity Interests issued or issuable under any employee
benefit plan) or (y) Rule 144A and/or Regulation S to professional market investors or similar persons, as
a result of which the ordinary shares or other common equity interests of such Person in such offering are
listed on an internationally recognized exchange or traded on an internationally recognized market.
"
Rating Agencies
" means (1) S&P, (2) Moody's, (3) Fitch and (4) if S&P, Moody's, Fitch or any of these shall not make
a rating of the Notes available, an internationally recognized securities rating agency or agencies, as the case may be,
selected by the Issuer, which shall be substituted for S&P, Moody's, Fitch or any of these, as the case may be.
"
Rating Date
" means the date which is 90 days prior to the earlier of (1) the occurrence of an event specified in clauses
(1), (2) or (3) of the definition of Change of Control and (2) public notice of the occurrence of an event specified in
clauses (1), (2) or (3) of the definition of Change of Control.
"
Restricted Investment
" means an Investment other than a Permitted Investment.
"
Restricted Subsidiary
" of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.
"
S&P
" means Standard & Poor's Ratings Group or any successor to its ratings business.
"
SEC
" means the United States Securities and Exchange Commission.
"
Securities Act
" means the United States Securities Act of 1933, as amended, and the rules and regulations of the SEC
promulgated thereunder.
"
Senior Debt
" means:
(1)
all Indebtedness of the Issuer or any of its Restricted Subsidiaries outstanding under Credit Facilities and all
Hedging Obligations with respect thereof;
(2)
any other Indebtedness of the Issuer or any of its Restricted Subsidiaries permitted to be incurred under the
terms of the Indenture, unless the instrument under which such Indebtedness is incurred expressly provides
that it is subordinated in right of payment to the Notes or any Note Guarantee; and
(3)
all Obligations with respect to the items listed in the preceding clauses (1) and (2).
Notwithstanding anything to the contrary in the preceding, sentence, Senior Debt will not include (a) any intercompany
Indebtedness of the Issuer or any of its Subsidiaries to the Issuer or any of its Affiliates; or (b) any Indebtedness that is
incurred in violation of the Indenture.
For the avoidance of doubt, "Senior Debt" will not include any trade payables or taxes owed or owing by the Issuer or
any Restricted Subsidiary.
"
Significant Subsidiary
" means, at the date of determination, any Restricted Subsidiary that together with its
Subsidiaries which are Restricted Subsidiaries (i) for the most recent fiscal year, accounted for more than 10% of the
consolidated revenues of the Issuer or (ii) as of the end of the most recent fiscal year, was the owner of more than 10% of
the consolidated assets of the Issuer.
"
Stated Maturity
" means, with respect to any installment of interest or principal on any series of Indebtedness, the date
on which the payment of interest or principal was scheduled to be paid in the documentation governing such
Indebtedness as of the Issue Date or if later, the date of incurrence, and will not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.
"
Subordinated Obligation
" means any Indebtedness of the Issuer (whether outstanding on the Issue Date or thereafter
incurred) which is subordinate or junior in right of payment to the Notes pursuant to a written agreement or any
