Common use of Amendment of the Credit Agreement Clause in Contracts

Amendment of the Credit Agreement. The Credit Agreement is hereby amended as follows: (a) The following new definition is hereby added to Section 1.01 of the Credit Agreement: “Amendment Effective Date” means April 5, 2007. (b) The definition of the term “Applicable Rate” in Section 1.01 of the Credit Agreement is hereby revised by replacing paragraph (a) thereof in its entirety with the following: (a) with respect to Term Loans, (i) 2.00% for Eurocurrency Rate Loans and (ii) 1.00% for Base Rate Loans; provided, however, that if the corporate family rating of the Borrower by Xxxxx’x is B2 (with a review for possible downgrade) or lower or the corporate credit rating of the Borrower by S&P is B (with a credit watch with negative implications) or lower, then the Applicable Rate shall be (x) 2.25% for Eurocurrency Rate Loans and (y) 1.25% for Base Rate Loans. A change in the “outlook” of the Borrower by either Moody’s or S&P shall have no effect on the Applicable Rate.” (c) Section 2.05(c) is hereby amended by replacing such Section in its entirety with the following: “All prepayments of the Term Loans effected after the Amendment Effective Date and on or prior to the first anniversary of the Amendment Effective Date with the proceeds of a substantially concurrent issuance or incurrence of new loans under any secured facilities pursuant to this Agreement or otherwise which new loans are incurred for the primary purpose of decreasing the Applicable Rate with respect to such Term Loans shall be accompanied by a prepayment fee equal to 1.00% of the aggregate amount of such prepayments.” (d) Section 3.07(e) of the Credit Agreement is hereby amended by replacing such Section in its entirety with the following: “If any Non-Consenting Lender is required to assign any Term Loans pursuant to this Section 3.07 in connection with such Non-Consenting Lender’s failure to approve any amendment to this Agreement the primary purpose of which is to decrease the Applicable Rate with respect to such Term Loans and such assignment will become effective after the Amendment Effective Date and on or prior to the first anniversary of the Amendment Effective Date, then the Borrower agrees to pay such Non-Consenting Lender a fee in an amount equal to 1.00% of such Term Loans outstanding on the effective date of such assignment. Notwithstanding anything to the contrary contained in Section 10.01, this paragraph shall not be waived, amended or modified without the written consent of each Lender adversely affected thereby.”

Amendment of the Credit Agreement. The Effective as of the Increase Effective Date, (a) Section 1.1 of the Credit Agreement is hereby amended as follows: (ai) The by inserting the following new definition is hereby added to Section 1.01 of the Credit defined terms: Agreement: “Amendment Effective Date” means April 5this Amended and Restated Loan and Security Agreement, 2007as amended by the Increase Agreement. Increase Agreement: that certain Increase Agreement and Amendment, dated as of March 30, 2022, among the Borrowers, the Guarantors party thereto, Parent, the Lenders party thereto and the Administrative Agent. (b) The definition of the term “Applicable Rate” in Section 1.01 of the Credit Agreement is hereby revised by replacing paragraph (a) thereof in its entirety with the following: (a) with respect to Term Loans, (i) 2.00% for Eurocurrency Rate Loans and (ii) 1.00% for Base Rate Loans; provided, however, that if the corporate family rating of the Borrower by Xxxxx’x is B2 (with a review for possible downgrade) or lower or the corporate credit rating of the Borrower by S&P is B (with a credit watch with negative implications) or lower, then the Applicable Rate shall be (x) 2.25% for Eurocurrency Rate Loans and (y) 1.25% for Base Rate Loans. A change in the “outlook” of the Borrower by either Moody’s or S&P shall have no effect on the Applicable Rate.” (c) Section 2.05(c) is hereby amended by replacing such Section in its entirety with the following: “All prepayments of the Term Loans effected after the Amendment Effective Date and on or prior to the first anniversary of the Amendment Effective Date with the proceeds of a substantially concurrent issuance or incurrence of new loans under any secured facilities pursuant to this Agreement or otherwise which new loans are incurred for the primary purpose of decreasing the Applicable Rate with respect to such Term Loans shall be accompanied by a prepayment fee equal to 1.00% of the aggregate amount of such prepayments.” (d) Section 3.07(e15.1.1(d) of the Credit Agreement is hereby amended by replacing and restated in its entirety to read as follows: (d) without the prior written consent of all Lenders (except any Defaulting Lender), no modification shall (i) waive the conditions precedent contained in Section 6.1; (ii) alter Section 5.5.2, 7.1 (except to add Collateral), 13.5, 15.1.1, the definition of “Pro Rata” or any other provision hereof in a manner that would have the effect of altering the ratable reduction of Commitments or the pro rata sharing of payments among the Lenders otherwise required hereunder; (iii) change any provision of this Section 15.1.1(d) or the definition of “Required Lenders”, or any other provision hereof specifying the number or percentages of Lenders required to amend, waive or otherwise modify any rights hereunder or any other Loan Document or make any determination or grant any consent hereunder; (iv) amend the definition of Borrowing Base (or any defined term used in such Section definition) if the effect of such amendment is to increase borrowing availability; (v) increase the advance rates in the Borrowing Base or modify this Agreement in any way that would have the effect of increasing the advance rates in the Borrowing Base, in each case, beyond such advance rates in effect on the Closing Date; (vi) release or subordinate all or substantially all Collateral or all or substantially all of the value of the Guaranty; or (vii) except in connection with a merger, disposition or similar transaction expressly permitted hereby, release any Obligor from liability for any Obligations; and (c) Schedule 1.1 to the Credit Agreement is hereby replaced in its entirety with the following: “If any Non-Consenting Lender is required to assign any Term Loans pursuant Schedule 2 to this Section 3.07 in connection with such Non-Consenting Lender’s failure to approve any amendment to this Agreement the primary purpose of which is to decrease the Applicable Rate with respect to such Term Loans and such assignment will become effective after the Amendment Effective Date and on or prior to the first anniversary of the Amendment Effective Date, then the Borrower agrees to pay such Non-Consenting Lender a fee in an amount equal to 1.00% of such Term Loans outstanding on the effective date of such assignment. Notwithstanding anything to the contrary contained in Section 10.01, this paragraph shall not be waived, amended or modified without the written consent of each Lender adversely affected therebyAgreement.”

Amendment of the Credit Agreement. The Effective as of the date hereof, the Credit Agreement is hereby amended as follows: (a) The following new definition is hereby added to Section 1.01 of the Credit Agreement: “Amendment Effective Date” means April 5, 2007. (b) The definition of the term “Applicable Rate” in Section 1.01 of the Credit Agreement is hereby revised amended by replacing paragraph deleting the definitions therein of “Consolidated EBITDA” and “Consolidated Net Income” in their entirety. Section 2.05 (ad) thereof of the Credit Agreement is hereby amended and restated in its entirety with the following: (a) with as follows: “With respect to Term Loanseach Interest Payment Date occurring prior to (and excluding) the Interest Payment Date on October 29, 2010, so long as no Event of Default has occurred and is continuing, the Borrower may elect to (i) 2.00% for Eurocurrency Rate Loans and pay all interest due on such date in cash or (ii) 1.00pay up to 33.3% for Base Rate of the interest due on such date by adding such interest to the principal amount of the outstanding Loans and the remaining portion of the interest in cash (such election, a “PIK Election”, and such interest added to the principal amount of the outstanding Loans, the “PIK Amounts”). The Borrower will give notice of such election to the Administrative Agent at least three Business Days prior to the applicable Interest Payment Date; provided, however, that if in the corporate family rating event no such notice is given to the Administrative Agent, so long as no Event of Default has occurred and is continuing, the Borrower shall be deemed to have made a PIK Election with respect to 33.3% of the Borrower by Xxxxx’x is B2 interest due on such Interest Payment Date, and such amount will be deemed a PIK Amount as set forth above. With respect to each Interest Payment Date from and after (with a review for possible downgradeand including) or lower or the corporate credit rating of the Borrower by S&P is B (with a credit watch with negative implications) or lowerInterest Payment Date on October 29, then the Applicable Rate 2010, all interest due on such date shall be (x) 2.25% for Eurocurrency Rate Loans and (y) 1.25% for Base Rate Loans. A change paid in the “outlook” of the Borrower by either Moody’s or S&P shall have no effect on the Applicable Ratecash.” Section 7.08 (c) Section 2.05(c) is hereby amended by replacing such Section in its entirety with the following: “All prepayments of the Term Loans effected after the Amendment Effective Date and on or prior to the first anniversary of the Amendment Effective Date with the proceeds of a substantially concurrent issuance or incurrence of new loans under any secured facilities pursuant to this Agreement or otherwise which new loans are incurred for the primary purpose of decreasing the Applicable Rate with respect to such Term Loans shall be accompanied by a prepayment fee equal to 1.00% of the aggregate amount of such prepayments.” (d) Section 3.07(ea) of the Credit Agreement is hereby amended by replacing deleting the text of such Section clause in its entirety and replacing it with the following: “If any Non-Consenting Lender is required to assign any Term Loans pursuant to this Section 3.07 in connection with such Non-Consenting Lender’s failure to approve any amendment to this Agreement the primary purpose of which is to decrease the Applicable Rate with respect to such Term Loans and such assignment will become effective after the Amendment Effective Date and on or prior to the first anniversary of the Amendment Effective Date, then the Borrower agrees to pay such Non-Consenting Lender a fee in an amount equal to 1.00% of such Term Loans outstanding on the effective date of such assignment. Notwithstanding anything to the contrary contained in Section 10.01, this paragraph shall not be waived, amended or modified without the written consent of each Lender adversely affected thereby[Intentionally Deleted]”.”

Amendment of the Credit Agreement. The Credit Agreement is hereby amended as follows: (a) The following new definition is hereby added to Section 1.01 of the Credit Agreement: “Amendment Effective Date” means April 5, 2007. (b) The definition of the term “Applicable Rate” in Section 1.01 of the Credit Agreement is hereby revised by replacing paragraph (a) thereof in its entirety with the following: (a) with respect to Term Loans, (i) 2.00% for Eurocurrency Rate Loans and (ii) 1.00% for Base Rate Loans; provided, however, that if the corporate family rating of the Borrower by Xxxxx’x is B2 (with a review for possible downgrade) or lower or the corporate credit rating of the Borrower by S&P is B (with a credit watch with negative implications) or lower, then the Applicable Rate shall be (x) 2.25% for Eurocurrency Rate Loans and (y) 1.25% for Base Rate Loans. A change in the “outlook” of the Borrower by either Moody’s or S&P shall have no effect on the Applicable Rate.” (c) Section 2.05(c) is hereby amended by replacing such Section in its entirety with the following: “All prepayments of the Term Loans effected after the Amendment Effective Date and on or prior to the first anniversary of the Amendment Effective Date with the proceeds of a substantially concurrent issuance or incurrence of new loans under any secured facilities pursuant to this Agreement or otherwise which new loans are incurred for the primary purpose of decreasing the Applicable Rate with respect to such Term Loans shall be accompanied by a prepayment fee equal to 1.00% of the aggregate amount of such prepayments.” (d) Section 3.07(e6,02(1) of the Credit Agreement is hereby amended by replacing such Section in its entirety with as follows: (1) Debt of Xxxxxxx Exploration under Permitted Senior Notes and any guarantees thereof by the followingBorrower and the Guarantors, provided that: “If (i) immediately before, and after giving effect to, the incurrence of any Non-Consenting Lender such Debt, no Event of Default exists or would exist, (ii) the cash pay interest rate on such Permitted Senior Notes is required to assign any Term Loans pursuant to this Section 3.07 in connection with such Non-Consenting Lender’s failure to approve any amendment to this Agreement the primary purpose of which is to decrease the Applicable Rate with respect to such Term Loans and such assignment will become effective after the Amendment Effective Date and on less than 10% per annum (or prior otherwise reasonably satisfactory to the first anniversary Administrative Agent), (iii) such Permitted Senior Notes do not prohibit prior repayment of Advances, (iv) such Permitted Senior Notes are not secured and do not impose any financial ratio maintenance covenants that are materially more restrictive or burdensome to the Credit Parties than the terms and provisions of the Amendment Effective DateLoan Documents as in effect from time to time, (v) at the time any such Permitted Senior Notes are issued, the Borrowing Base then the Borrower agrees to pay such Non-Consenting Lender a fee in effect shall be automatically reduced by an amount equal to 1.00% the product of 0.25 multiplied by the stated principal amount of such Term Loans outstanding on Permitted Senior Notes issued at such time, rounded to the effective nearest $1,000,000. and the Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such assignment. Notwithstanding anything issuance, effective and applicable to the contrary contained Borrower, the Agents, each Issuing Bank and the Lenders on such date until the next redetermination or modification thereof hereunder, and (vi) the stated aggregate principal amount of such Permitted Senior Notes may not exceed $160,000,000. (For purposes of this Section 6.02(1), the "stated aggregate principal amount" shall mean the stated face amount of the Permitted Senior Notes without giving effect to any original issue discount). In addition, to the extent that the terms of such Permitted Senior Notes require any scheduled payment on account of principal (whether by redemption, purchase, retirement, defeasance, set-off or otherwise) prior to the Maturity Date, such terms must also provide that payments or prepayments of principal on the Advances may, at the election of Xxxxxxx Exploration, be made prior to making of any such scheduled payment on the Permitted Senior Notes. Xxxxxxx Exploration hereby agrees that, unless otherwise permitted by the Majority Lenders, it will exercise such election and not make any such scheduled payment on the Permitted Senior Notes unless the Advances have first been paid in Section 10.01, this paragraph shall full and the Letter of Credit Exposure has been Cash Collateralized and the Borrower has agreed that it will not be waived, amended or modified without request any further Advances until the written consent of each Lender adversely affected therebyBorrowing Base has been redetermined.”

Amendment of the Credit Agreement. The Credit Agreement is hereby amended Effective as follows:of the Amendment No. 2 Effective Date (as defined below): (a) The following new definition the Credit Agreement (excluding, subject to paragraphs (b), (c), (d), (e) and (f) below, the Schedules and Exhibits thereto, each of which shall remain as in effect immediately prior to the Amendment No. 2 Effective Date) is hereby added amended by inserting the language indicated in single underlined text (indicated textually in the same manner as the following example: single-underlined text) in Annex I hereto and by deleting the language indicated by strikethrough text (indicated textually in the same manner as the following example: stricken text) in Annex I hereto; provided that the amendments replacing references to Section 1.01 “Xxxxxxx Sachs Bank USA” or “Xxxxxxx Xxxxx” with “Xxxxxx Xxxxxxx Senior Funding, Inc.” or “Xxxxxx Xxxxxxx”, as applicable, shall only be effective as of the Credit Agency Transfer Effective Date (as defined in the Agency Transfer Agreement: “Amendment Effective Date” means April 5, 2007). (b) The definition Schedule 2.1 to the Credit Agreement, insofar as such Schedule sets forth the Revolving Commitments, is hereby amended and restated to be in the form of Schedule 2.1 hereto, and each Person whose name is set forth on Schedule 2.1 hereto acknowledges and agrees that, as of the term “Applicable Rate” Amendment No. 2 Effective Date, it shall have a Revolving Commitment in Section 1.01 the amount set forth on Schedule 2.1 hereto. The parties hereto acknowledge and agree that on and as of the Amendment No. 2 Effective Date, Schedule 2.1 hereto sets forth all the Revolving Commitments of all the Lenders (and no Person whose name does not appear on Schedule 2.1 hereto shall have, or shall be deemed to have, on and as of the Amendment No. 2 Effective Date, a Revolving Commitment under the Credit Agreement Agreement). To the extent its consent is hereby revised by replacing paragraph (a) thereof in its entirety required under the Credit Agreement, each of the Predecessor Agent, the Successor Agent and the Issuing Banks agrees to the Persons whose name is set forth on Schedule 2.1 hereto being or becoming Revolving Lenders with the following: (a) with respect to Term Loans, (i) 2.00% for Eurocurrency Rate Loans and (ii) 1.00% for Base Rate Loans; provided, however, that if the corporate family rating of the Borrower by Xxxxx’x is B2 (with a review for possible downgrade) or lower or the corporate credit rating of the Borrower by S&P is B (with a credit watch with negative implications) or lower, then the Applicable Rate shall be (x) 2.25% for Eurocurrency Rate Loans and (y) 1.25% for Base Rate Loans. A change Revolving Commitment in the “outlook” of the Borrower by either Moody’s or S&P shall have no effect amount set forth on the Applicable RateSchedule 2.1 hereto.” (c) Section 2.05(c) is hereby amended by replacing such Section in its entirety with the following: “All prepayments of the Term Loans effected after the Amendment Effective Date and on or prior Schedule 2.3B to the first anniversary of the Amendment Effective Date with the proceeds of a substantially concurrent issuance or incurrence of new loans under any secured facilities pursuant to this Agreement or otherwise which new loans are incurred for the primary purpose of decreasing the Applicable Rate with respect to such Term Loans shall be accompanied by a prepayment fee equal to 1.00% of the aggregate amount of such prepayments.” (d) Section 3.07(e) of the Credit Agreement is hereby amended by replacing such Section and restated to be in its entirety with the following: “If form of Schedule 2.3B hereto, and each Person whose name is set forth on Schedule 2.3B hereto acknowledges and agrees that, as of the Amendment No. 2 Effective Date, it shall be an Issuing Bank under the Credit Agreement and shall have a Letter of Credit Issuing Commitment in the amount set forth on Schedule 2.3B hereto (and no Person whose name does not appear on Schedule 2.3B hereto shall have, or shall be deemed to have, on and as of the Amendment No. 2 Effective Date, a Letter of Credit Issuing Commitment under the Credit Agreement, but any Non-Consenting Lender is required Person that was an Issuing Bank prior to assign any Term Loans pursuant the Amendment No. 2 Effective Date shall continue to this Section 3.07 in connection with such Non-Consenting Lender’s failure to approve any amendment to this have all the rights of an Issuing B5086396.1 Bank under the Credit Agreement the primary purpose of which is to decrease the Applicable Rate with respect to such Term Loans and such assignment will become effective after Letters of Credit issued by it prior to the Amendment No. 2 Effective Date). Each Person whose name appears on Schedule 2.1 hereto acknowledges and agrees that, on and as of the Amendment No. 2 Effective Date and without any further action on the part of any Issuing Bank or any other Person, each Issuing Bank shall have granted to such Person, and such Person shall have acquired from such Issuing Bank, a participation in each Letter of Credit issued by such Issuing Bank and outstanding on the Amendment No. 2 Effective Date equal to such Person’s Pro Rata Share (determined after giving effect to the transactions contemplated by this Amendment) of the maximum amount that is or at any time may become available to be drawn under such Letter of Credit. Notwithstanding the foregoing or any provisions to the contrary in the Credit Agreement, Xxxxxxx Sachs shall remain an Issuing Bank and shall continue to have all the rights and obligations of an Issuing Bank under the Credit Agreement with respect to Letters of Credit issued by it prior to the first anniversary of the Amendment No. 2 Effective Date, then the Borrower agrees to pay such Non-Consenting Lender a fee in an amount equal to 1.00% of such Term Loans outstanding on the effective date of such assignment. Notwithstanding anything to the contrary contained in Section 10.01, this paragraph but shall not be waivedrequired to issue any additional Letters of Credit or amend or extend any such existing Letter of Credit. (d) Exhibit L to the Credit Agreement is hereby removed in its entirety, it being acknowledged and agreed by the parties hereto that, notwithstanding such removal, an intercreditor agreement substantially in the form of Exhibit L to the Credit Agreement would constitute a Pari Passu Intercreditor Agreement where Permitted Pari Passu Secured Indebtedness is in the form of other senior secured credit facilities. (e) Schedule 10.1 to the Credit Agreement is hereby amended or modified without and restated to be in the written consent form of each Lender adversely affected therebySchedule 10.1 hereto.” (f) Each of Exhibits X, X, X, X, X, X, X, X, X-0, X-0, X-0 and K-4 to the Credit Agreement is hereby amended and restated to be in the form of the correspondingly lettered Exhibit hereto.

Amendment of the Credit Agreement. The Credit Agreement is hereby shall be amended as follows: (a) The following new definition is hereby added to Section 1.01 of the Credit Agreement: “Amendment Effective Date” means April 5, 2007. (b) The definition of the term “Applicable Rate” in Section 1.01 of the Credit Agreement is hereby revised by replacing paragraph (a) thereof in its entirety with the following: (a) with respect to Term Loans, (i) 2.00% for Eurocurrency Rate Loans and (ii) 1.00% for Base Rate Loans; provided, however, that if the corporate family rating of the Borrower by Xxxxx’x is B2 (with a review for possible downgrade) or lower or the corporate credit rating of the Borrower by S&P is B (with a credit watch with negative implications) or lower, then the Applicable Rate shall be (x) 2.25% for Eurocurrency Rate Loans and (y) 1.25% for Base Rate Loans. A change in the “outlook” of the Borrower by either Moody’s or S&P shall have no effect on the Applicable Rate.” (c) Section 2.05(c) is hereby amended by replacing such Section in its entirety with the following: “All prepayments of the Term Loans effected after the Amendment Effective Date and on or prior to the first anniversary of the Amendment Effective Date with the proceeds of a substantially concurrent issuance or incurrence of new loans under any secured facilities pursuant to this Agreement or otherwise which new loans are incurred for the primary purpose of decreasing the Applicable Rate with respect to such Term Loans shall be accompanied by a prepayment fee equal to 1.00% of the aggregate amount of such prepayments(as defined below) as set forth below.” (da) Section 3.07(e5.13(a) of the Credit Agreement is hereby amended by replacing inserting the following parenthetical immediately following the words “all Unrestricted Subsidiaries” appearing in clause (5) of such Section: “(in the case of any Unrestricted Subsidiary that is not a Wholly Owned Subsidiary, including only a percentage of its total assets corresponding to the percentage of its Equity Interests owned by the Borrower or any Restricted Subsidiary)” (b) Section 6.05 of the Credit Agreement is hereby amended by (i) deleting the words “the Borrower or” in each place those words appear in the fifth and sixth lines of such Section and (ii) amending and restating the last paragraph of such Section in its entirety with the followingas follows: “If any Non-Consenting Lender is required to assign any Term Loans pursuant to this Section 3.07 in connection with such Non-Consenting Lender’s failure to approve any amendment to this Agreement the primary purpose of which is to decrease the Applicable Rate with respect to such Term Loans and such assignment will become effective after the Amendment Effective Date and on or prior to the first anniversary of the Amendment Effective Date, then the Borrower agrees to pay such Non-Consenting Lender a fee in an amount equal to 1.00% of such Term Loans outstanding on the effective date of such assignment. Notwithstanding anything to the contrary contained in Section 10.016.05 above, (i) no sale, transfer or other disposition of assets shall be permitted by this Section 6.05 (other than sales, transfers, leases or other dispositions to Loan Parties pursuant to paragraph (c) hereof) unless such disposition is for fair market value, (ii) no sale, transfer or other disposition of assets shall be permitted by paragraph (a), (d), or (j) of this Section 6.05 unless such disposition is for at least 75% cash consideration and (iii) no sale, transfer or other disposition of assets in excess of $20.0 million shall be permitted by paragraph (g) of this Section 6.05 unless such disposition is for at least 75% cash consideration; provided that for purposes of clauses (ii) and (iii), the amount of any secured Indebtedness or other Indebtedness of a Subsidiary of the Borrower that is not a Loan Party (as shown on the Borrower’s or such Subsidiary’s most recent balance sheet or in the notes thereto) that is assumed by the transferee of any such assets shall be waived, amended or modified without the written consent of each Lender adversely affected therebydeemed to be cash.” (c) Section 6.06 of the Credit Agreement is hereby amended by inserting the following parenthetical immediately following the words “of its Equity Interests” and immediately before the words “or set aside any amount” appearing in the introductory paragraph of such Section: “(other than redemptions, purchases, retirements and acquisitions of Equity Interests made solely through the issuance of additional shares of Equity Interests of the Person redeeming, purchasing, retiring or acquiring such Equity Interests)” (d) Section 6.06(d) of the Credit Agreement is hereby amended and restated in its entirety as follows: