Amendments and Restatements. (a) The Administrative Agent hereby agrees, in its capacity as Administrative Agent and on behalf of the Consenting Lenders (i) that pursuant to Section 10.01 of the Existing Credit Agreement, the Existing Credit Agreement (together with the Schedules and Exhibits thereto) is, effective as of the Restatement Effective Date (as defined below), hereby amended in accordance with Section 10.01 thereof to permit the existence of the 2023 Refinancing Term Loans and the New Revolving Facility and the incurrence of all obligations in connection therewith all in accordance with the Amended and Restated Credit Agreement and (ii) immediately after giving effect to clause (i), (x) the Existing Credit Agreement is hereby amended and restated to read in its entirety as set forth in Exhibit A hereto (the Existing Credit Agreement as so amended and as otherwise amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Amended and Restated Credit Agreement”), (y) Exhibits A, B, C, D, G, H, I and J to the Existing Credit Agreement are hereby replaced in their entirety with the exhibits attached as Exhibit B hereto and (z) Schedules 2.01 and 10.02 to the Existing Credit Agreement are hereby replaced in their entirety with the schedules attached as Exhibit C hereto. For the avoidance of doubt, this Agreement shall be a Loan Document for purposes of the Existing Credit Agreement and a Loan Document for purposes of the Amended and Restated Credit Agreement.
(b) On the Restatement Effective Date, the full principal amount of the Term B Loans (as defined in the Existing Credit Agreement), together with all accrued and unpaid interest (if any) thereon, shall be repaid by the Borrower in full in accordance with the terms and conditions set forth in the Existing Credit Agreement.
(c) The New Revolving Lenders agree, severally and not jointly, on the terms and conditions set forth in this Agreement and the Amended and Restated Credit Agreement, to make New Revolving Loans to the Borrower on and after the Restatement Effective Date, and until the earlier of the Maturity Date and the termination of the Revolving Commitment of such Revolving Lender in accordance with the terms of the Amended and Restated Credit Agreement, in an aggregate principal amount equal to its Revolving Commitment, which shall be made available to the Administrative Agent in immediately available funds in accordance with the Amended and Restated Credit Agreement.
(d) On t...
Amendments and Restatements. This Agreement amends and restates that certain Amended and Restated Partnership Pledge Agreement dated May 20, 2003, by Pledgor in favor of the Agent (the “Existing Partnership Pledge Agreement”). All rights, benefits, indebtedness, interests, liabilities and obligations of Pledgor and the Agent under the Existing Partnership Pledge Agreement are hereby renewed, amended and restated in their entirety according to the terms and provisions set forth herein, and nothing contained herein shall constitute a novation of the Existing Partnership Pledge Agreement.
Amendments and Restatements. PARAGRAPH 1. POSITION AND DUTIES This paragraph is hereby amended and restated in its entirety as follows:
Amendments and Restatements. (a) The Administrative Agent, each Lender party hereto, the Company and the other parties hereto hereby agree that the Existing Credit Agreement shall, upon and subject to the occurrence of the Amendment Effective Date, be amended and restated in full as set forth in the form of the Amended and Restated Credit Agreement attached as Annex B hereto and be replaced and superseded in all respects by the terms and provisions of the Amended and Restated Credit Agreement.
(b) The Administrative Agent, each Lender party hereto, the Company and the other parties hereto hereby agree that the Existing Security Agreement shall, upon and subject to the occurrence of the Amendment Effective Date, be amended and restated in full as set forth in the form of the Amended and Restated Security Agreement attached as Annex C hereto and be replaced and superseded in all respects by the terms and provisions of the Amended and Restated Security Agreement.
(c) The Administrative Agent, each Lender party hereto, the Company and the other parties hereto hereby agree that the Existing Pledge Agreement shall, upon and subject to the occurrence of the Amendment Effective Date, be amended and restated in full as set forth in the form of the Amended and Restated Pledge Agreement attached as Annex D hereto and be replaced and superseded in all respects by the terms and provisions of the Amended and Restated Pledge Agreement.
Amendments and Restatements. The first line of Section 2.2 shall be amended so that it reads as follows:
Amendments and Restatements. 1.1 The definition of "EBITDA" is hereby amended and restated in its entirety to read as follows:
Amendments and Restatements. This Agreement amends and restates that certain Amended and Restated Stock Pledge Agreement dated May 20, 2003, by PSS in favor of the Agent (the “Existing Stock Pledge Agreement”). All rights, benefits, indebtedness, interests, liabilities and obligations of PSS and the Agent under the Existing Stock Pledge Agreement are hereby renewed, amended and restated in their entirety according to the terms and provisions set forth herein, and nothing contained herein shall constitute a novation of the Existing Stock Pledge Agreement.
Amendments and Restatements. Senior Executive Bonus of the Offer Letter is hereby amended and restated in its entirety as follows:
Amendments and Restatements. 1.1 Subclause (g) of the definition of "Excess Cash Flow" in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:
Amendments and Restatements is hereby deleted in its entirety and replaced with the following: “The purchase price payable by Purchaser for the Purchased Assets shall be equal the result of ‘A’ minus ‘B’ whereas: (i) ‘A’ equals the present value, using a discount rate of 18% (i.e. PV18), of the Proved Developed Producing (“PDP”) Reserves with respect to the Purchased Assets as determined by Netherland, Xxxxxx & Associates, Inc. (“NSAI”) in its reserve report (the “Final NSAI Reserve Report”) issued jointly to the Purchaser and the Sellers, or the Sellers’ agent, dated on or about August 1, 2018, but (a) excluding the Bowie Well(s) referenced therein, and (b) including the P11 Xxxxxx’x Bluff well that was recently recompleted by the Sellers if NSAI allocates PDP value to such well), but on the basis of the reserve values in the Final NSAI Reserve Report being adjusted to reflect the NYMEX strip commodity pricing reported as of 12:00 noon (CT) the day prior to the Closing Date; and (ii) “B” equals five million dollars ($5,000,000); in cash in immediately available funds (the “Purchase Price”). The Final NSAI Reserve Report shall be prepared using the same procedures, protocols, guidelines and standards as NSAI would follow or apply, as applicable, when providing a similar valuation for a company listed on a national stock exchange in the United States of America.
