Flood Insurance Provisions. Notwithstanding any provision in this Agreement or any other Loan Document to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) included in the definition of “Mortgaged Property” and no Building or Manufactured (Mobile) Home is hereby encumbered by this Agreement or any other Loan Document. As used herein, “Flood Insurance Regulations” means (a) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (c) the National Flood Insurance Reform Act of 1994 (amending 42 USC 4001, et seq.), as the same may be amended or recodified from time to time and (d) the Flood Insurance Reform Act of 2004 and any regulations promulgated thereunder. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: WINDSOR PERMIAN LLC By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Financial Officer PARENT GUARANTOR: DIAMONDBACK ENERGY LLC By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Financial Officer SIGNATURE PAGE CREDIT AGREEMENT XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President SIGNATURE PAGE CREDIT AGREEMENT AMEGY BANK NATIONAL ASSOCIATION, as a Lender By: /s/ XX Xxxxx Name: XX Xxxxx Title: Officer CREDIT AGREEMENT U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx XxXxxx Name: Xxxx XxXxxx Title: Vice President CREDIT AGREEMENT WEST TEXAS NATIONAL BANK, as a Lender By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President SIGNATURE PAGE CREDIT AGREEMENT Xxxxx Fargo Bank, National Association 45.000000 % $ 112,500,000.00 Amegy Bank National Association 25.000000 % $ 62,500,000.00 U.S. Bank National Association 25.000000 % $ 62,500,000.00 West Texas National Bank 5.000000 % $ 12,500,000 Aggregate Maximum Credit Amount 100.000000 % $ 250,000,000.00 ANNEX I $[ ] [ ], 201[ ] FOR VALUE RECEIVED, WINDSOR PERMIAN LLC, a Delaware limited liability company, (the “Borrower”), hereby promises to pay to [ ] (the “Lender”), at the principal office of XXXXX FARGO BANK, NATIONAL ASSOCIATION (the “Administrative Agent”), the principal sum of [ ] Dollars ($[ ]) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement, as hereinafter defined), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, Type, interest rate, Interest Period and maturity of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, may be endorsed by the Lender on the schedules attached hereto or any continuation thereof or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of this Note. This Note is one of the Notes referred to in the Amended and Restated Credit Agreement dated as of July [ ], 2012 among the Parent Guarantor, the Borrower, the Administrative Agent, and the other agents and lenders signatory thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Credit Agreement as the same may be amended, supplemented or restated from time to time, the “Credit Agreement”). Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement. This Note is issued pursuant to, and is subject to the terms and conditions set forth in, the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the other Loan Documents. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Note. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. Windsor Permian LLC By: Name: Title: EXHIBIT A-1 Windsor Permian LLC, a Delaware limited liability company, (the “Borrower”), pursuant to Section 2.03 of the Amended and Restated Credit Agreement dated as of July [ ], 2012 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”) among Diamondback Energy LLC (the “Parent Guarantor”), the Borrower, Xxxxx Fargo Bank, National Association, as Administrative Agent and the other agents and lenders (the “Lenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby requests a Borrowing as follows: (i) Aggregate amount of the requested Borrowing is $[ ]; (ii) Date of such Borrowing is [ ], 201[ ]; (iii) Requested Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing]; (iv) In the case of a Eurodollar Borrowing, the initial Interest Period applicable thereto is [ ]; (v) Amount of Borrowing Base in effect on the date hereof is $[ ]; (vi) Total Revolving Credit Exposures on the date hereof (i.e., outstanding principal amount of Loans and total LC Exposure) is $[ ]; and (vii) Pro forma total Revolving Credit Exposures (giving effect to the requested Borrowing) is $[ ]; and
Appears in 2 contracts
Samples: Credit Agreement (Diamondback Energy, Inc.), Credit Agreement (Diamondback Energy, Inc.)
Flood Insurance Provisions. Notwithstanding any provision in this Agreement or any other Loan Document to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) included in the definition of “Mortgaged Property” and no Building or Manufactured (Mobile) Home is hereby encumbered by this Agreement or any other Loan Document. As used herein, “Flood Insurance Regulations” means shall mean (a) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (c) the National Flood Insurance Reform Act of 1994 (amending 42 USC 4001, et seq.), as the same may be amended or recodified from time to time and (d) the Flood Insurance Reform Act of 2004 and any regulations promulgated thereunder. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: WINDSOR PERMIAN LLC CONTANGO OIL & GAS COMPANY, a Delaware corporation By: /s/ E. Xxxxxx Xxxxx Name: E. Xxxxxx Xxxxx Title: Senior Vice President and Chief Financial Officer ADMINISTRATIVE AGENT: ROYAL BANK OF CANADA By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Manager, Agency ISSUING BANK: ROYAL BANK OF CANADA By: /s/ Xxxx Xxxxxxx, Xx. Name: Xxxx Xxxxxxx, Xx. Title: Authorized Signatory LENDER: ROYAL BANK OF CANADA By: /s/ Xxxx Xxxxxxx, Xx. Name: Xxxx Xxxxxxx, Xx. Title: Authorised Signatory SWING LINE LENDER: AMEGY BANK NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Vice President LENDER: AMEGY BANK NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Vice President SYNDICATION AGENT: ROYAL BANK OF SCOTLAND PLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorised Signatory LENDER: ROYAL BANK OF SCOTLAND PLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorised Signatory SYNDICATION AGENT: REGIONS BANK By: /s/ Xxxxxx X. Xxxx Xxxxxx Name: Xxxxxx X. Xxxx Xxxxxx Title: Chief Financial Officer PARENT GUARANTORSenior Vice President LENDER: DIAMONDBACK ENERGY LLC REGIONS BANK By: /s/ Xxxxxx X. Xxxx Xxxxxx Name: Xxxxxx X. Xxxx Xxxxxx Title: Chief Financial Officer SIGNATURE PAGE CREDIT AGREEMENT XXXXX FARGO BANKSenior Vice President DOCUMENTATION AGENT: CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent and a Lender ASSOCIATION By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx Name: Xxxxxxx X. Xxxxx Xxxxxxx Title: Vice President SIGNATURE PAGE CREDIT AGREEMENT AMEGY BANK LENDER: CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender ASSOCIATION By: /s/ XX Xxxxx Xxxxxxx Xxxxxxx Name: XX Xxxxx Xxxxxxx Xxxxxxx Title: Officer CREDIT AGREEMENT U.S. Vice President DOCUMENTATION AGENT: COMPASS BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx XxXxxx Xxxxxx Name: Xxxx XxXxxx Xxxxxx Title: Vice President CREDIT AGREEMENT WEST TEXAS NATIONAL BANK, as a Lender LENDER: COMPASS BANK By: /s/ Xxxxx Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President LENDER: BARCLAYS BANK PLC By: /s/ Xxxxxxxx X. Kona Name: Xxxxxxxx X. Kona Title: Vice President LENDER: BOKF, NA DBA BANK OF TEXAS By: /s/ Xxxx Xxxxxxx Name: Xxxxx X. Xxxx Xxxxxxx Title: Senior Vice President SIGNATURE PAGE CREDIT AGREEMENT Xxxxx Fargo BankLENDER: CADENCE BANK By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Senior Vice President LENDER: CITIBANK, National Association 45.000000 N.A. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director LENDER: IBERIABANK By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President Royal Bank of Canada 10.000000000 % $ 112,500,000.00 27,500,000.00 $ 50,000,000.00 Amegy Bank National Association 25.000000 9.636363636 % $ 62,500,000.00 U.S. 26,500,000.00 $ 48,181,818.18 The Royal Bank of Scotland plc 9.636363636 % $ 26,500,000.00 $ 48,181,818.18 Regions Bank 9.636363636 % $ 26,500,000.00 $ 48,181,818.18 Capital One, National Association 9.636363636 % $ 26,500,000.00 $ 48,181,818.18 Compass Bank 9.636363636 % $ 26,500,000.00 $ 48,181,818.18 Barclays Bank plc 8.363636363 % $ 23,000,000.00 $ 41,818,181.82 BOKF, NA dba Bank of Texas 8.363636363 % $ 23,000,000.00 $ 41,818,181.82 Cadence Bank 8.363636363 % $ 23,000,000.00 $ 41,818,181.82 Citibank, N.A. 8.363636363 % $ 23,000,000.00 $ 41,818,181.82 IBERIABANK 8.363636363 % $ 23,000,000.00 $ 41,818,181.82 Contango Oil & Gas Company, on behalf of itself and on behalf of each of the Guarantors 000 Xxxxx Xxx., Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Facsimile No.: (000) 000-0000 Telephone No.: (000) 000-0000 Attention: E. Xxxxxx Xxxxx Royal Bank of Canada, as Administrative Agent Royal Bank of Canada 4th Floor, 00 Xxxx Xxxxxx Xxxx Xxxxxxx, Xxxxxxx X0X 0X0 Attention: Manager, Agency Services Group Facsimile No.: (000) 000-0000 with a copy to: 3900 Xxxxxxxx Tower 0000 Xxxx Xxx Xxxxxxxxx Xxxxxxx, Xxxxx 00000 Attention: Xxxx Xxxxxxx Facsimile No.: (000) 000-0000 Royal Bank of Canada, as Issuing Bank Royal Bank of Canada – WFC Branch Three World Financial Center 000 Xxxxx Xxxxxx New York, New York 10281-8098 Attention: US Specialized Service Officer Facsimile No.: (000) 000-0000 with a copy to: 3900 Xxxxxxxx Tower 0000 Xxxx Xxx Xxxxxxxxx Xxxxxxx, Xxxxx 00000 Attention: Xxxx Xxxxxxx Facsimile No.: (000) 000-0000 Amegy Bank National Association, as Swing Line Lender Amegy Bank National Association 25.000000 % $ 62,500,000.00 West XX Xxx 00000 Xxxxxxx, Xxxxx 00000 Attention: Xxxx Xxxxxxxx Facsimile No.: (000) 000-0000 with a copy to: 0000 Xxxx Xxx Xxxxxxx Xxxxxxx, Xxxxx 00000 Attention: Xxxx X. Xxxxxx Facsimile No.: (000) 000-0000 The Royal Bank of Scotland plc, as Syndication Agent The Royal Bank of Scotland Plc 0000 Xxxxx Xxxxxxxxx Xxxx Xxxxxxxxxxxx, Xxxx 00000 Attention: Xxxxxx Xxx Facsimile No.: (000) 000-0000 with a copy to: 0000 Xxxxx Xxxxxxxxx Xxxx Xxxxxxxxxxxx, Xxxx 00000 Attention: Xxxxxxx XxxXxxxx Facsimile No.: (000) 000-0000 with a copy to: 000 Xxxxxx Xxxxxx, Suite 6500 Houston, Texas 77002 Attention: Xxxxxx Xxxxxxx Email: Xxxxxx.xxxxxxx@xxx.xxx Regions Bank, as Syndication Agent Regions Bank 000 Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxxxx 00000 Attention: Xxxxxxxxx Xxxxx Facsimile No.: (000) 000-0000 with a copy to: 000 Xxxxx Xxxxxxx Xxxxxxxxxx, Xxxxxxx Attention: Xxxxxxxx Xxxxx Facsimile No.: (000) 000-0000 with a copy to: 0000 Xxxxxxx Xxxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000 Facsimile No.: (000) 000-0000 Capital One, National Association, as Documentation Agent Capital One National Association 0000 Xxxxx Xxxxx Xxxxx Xxxxxx, Xxxxxxxx 00000 Attention: Xxxxxxx Xxxxxx Facsimile No.: (000) 000-0000 with a copy to: 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxx 00000 Attention: Xxxxxxx Xxxxxxx Facsimile No.: (000) 000-0000 Compass Bank, as Documentation Agent Compass Bank 5.000000 % $ 12,500,000 Aggregate Maximum Credit Amount 100.000000 % $ 250,000,000.00 ANNEX I 0000 Xxxx Xxx Xxxxxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxx 00000 Attention: Xxxxxx X. Box Facsimile No.: (000) 000-0000 with a copy to: 0000 Xxxx Xxx Xxxxxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxx 00000 Attention: Xxxxxxx Xxxxx Facsimile No.: (000) 000-0000 FOR EACH LENDER, THE APPLICABLE LENDING OFFICE FOR BASE RATE LOANS, LIBOR LOANS AND ADDRESS FOR NOTICES IS THE OFFICE OR ADDRESS SET FORTH ON THE ADMINISTRATIVE DETAILS FORM ON FILE WITH THE ADMINISTRATIVE AGENT OR SUCH OTHER ADDRESS AS HAS BEEN PROVIDED TO THE ADMINISTRATIVE AGENT IN WRITING. $[ ] [ ], 201[ ] FOR VALUE RECEIVED, WINDSOR PERMIAN LLCCONTANGO OIL & GAS COMPANY, a Delaware limited liability company, corporation (the “Borrower”), ) hereby promises to pay to [ ] or its registered assigns (the “Lender”), at the principal office of XXXXX FARGO BANK, NATIONAL ASSOCIATION (the “Administrative Agent”), the principal sum of [ ] Dollars ($[ ]) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement, as hereinafter defined), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, Type, interest rate, Interest Period and maturity of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note, may be endorsed by the Lender on the schedules attached hereto or any continuation thereof or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of this Notethereof. This Revolving Credit Note is one of the Notes referred to in the Amended and Restated Credit Agreement dated as of July [ ]October 1, 2012 2013 among the Parent Guarantor, the Borrower, the Administrative Agent, and the other agents and lenders signatory Lenders which are or become parties thereto (including the Lender), the Issuing Bank and evidences Loans made by the Lender thereunder Administrative Agent (such Credit Agreement as the same may be amended, amended or supplemented or restated from time to time, the “Credit Agreement”), and evidences Loans made by the Lender thereunder. Capitalized terms used in this Revolving Credit Note have the respective meanings assigned to them in the Credit Agreement. This Revolving Credit Note is issued pursuant to, and is subject to the terms and conditions set forth in, the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the other Loan DocumentsSecurity Instruments. The Credit Agreement provides for the acceleration of the maturity of this Revolving Credit Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Revolving Credit Note. THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXASNEW YORK. Windsor Permian LLC CONTANGO OIL & GAS COMPANY By: Name: Title: EXHIBIT A-1 Windsor Permian LLCCONTANGO OIL & GAS COMPANY, a Delaware limited liability company, corporation (the “Borrower”), pursuant to Section 2.03 of the Amended and Restated Credit Agreement dated as of July [ ]October 1, 2012 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”) 2013 among Diamondback Energy LLC (the “Parent Guarantor”), the Borrower, Xxxxx Fargo Bank, National AssociationROYAL BANK OF CANADA, as Administrative Agent and for the other agents and lenders (the “Lenders”) which are or become parties thereto thereto, the Issuing Bank described therein and such Lenders (together with all amendments, modifications, supplements, and/or restatements thereof, the “Credit Agreement”), hereby makes the requests indicated below (unless otherwise defined herein, each capitalized term used herein is terms are defined in the Credit Agreement), hereby requests a Borrowing as follows:
(i) Aggregate amount of ): $ under the requested Borrowing is $[ ];
(ii) Date of such Borrowing is [ ], 201[ ];
(iii) Requested Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing];
(iv) In the case of a Eurodollar Borrowing, the initial Interest Period applicable thereto is [ ];
(v) Amount of Borrowing Base in effect on the date hereof is $[ ];
(vi) Total Revolving Credit Exposures on the date hereof (i.e., outstanding principal amount of Loans and total LC Exposure) is $[ ]; and
(vii) Pro forma total Revolving Credit Exposures (giving effect to the requested Borrowing) is $[ ]; andNote Requested funding date: .
Appears in 1 contract
Flood Insurance Provisions. Notwithstanding any provision in this Agreement or any other Loan Document to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) included in the definition of “Mortgaged Property” and no such Building or Manufactured (Mobile) Home is hereby encumbered by this Agreement or any other Loan Document. As used herein, “Flood Insurance Regulations” means (a) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (c) the National Flood Insurance Reform Act of 1994 (amending 42 USC 4001, et seq.), as the same may be amended or recodified from time to time and (d) the Flood Insurance Reform Act of 2004 and any regulations promulgated thereunder. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: WINDSOR PERMIAN LLC EMERALD OIL, INC. By: /s/ Xxxxxx X. Xxxx Pxxx Xxxxxxx Name: Xxxxxx X. Xxxx Pxxx Xxxxxxx Title: Chief Financial Officer PARENT GUARANTORCredit Agreement ADMINISTRATIVE AGENT: DIAMONDBACK ENERGY LLC By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Financial Officer SIGNATURE PAGE CREDIT AGREEMENT XXXXX WXXXX FARGO BANK, NATIONAL ASSOCIATIONN.A., as Administrative Agent and a Lender By: /s/ Xxxxxxx X. Xxxxx Sxxxxxx Xxxxxxxxx Name: Xxxxxxx X. Xxxxx Sxxxxxx Xxxxxxxxx Title: Vice President SIGNATURE PAGE CREDIT AGREEMENT AMEGY BANK NATIONAL ASSOCIATION, as a Lender By: /s/ XX Xxxxx Name: XX Xxxxx Title: Officer CREDIT AGREEMENT U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx XxXxxx Name: Xxxx XxXxxx Title: Vice President CREDIT AGREEMENT WEST TEXAS NATIONAL BANK, as a Lender By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President SIGNATURE PAGE CREDIT AGREEMENT Xxxxx Director Signature Page Credit Agreement Wxxxx Fargo Bank, National Association 45.000000 N.A. 100 % $ 112,500,000.00 Amegy Bank National Association 25.000000 400,000,000.00 TOTAL: 100.0 % $ 62,500,000.00 U.S. Bank National Association 25.000000 % $ 62,500,000.00 West Texas National Bank 5.000000 % $ 12,500,000 Aggregate Maximum Credit Amount 100.000000 % $ 250,000,000.00 ANNEX I 400,000,000.00 $[ ] [ ], 201[ ] FOR VALUE RECEIVED, WINDSOR PERMIAN LLCEMERALD OIL, INC., a Delaware limited liability companyMontana corporation, (the “Borrower”), hereby promises to pay to [ ] (the “Lender”), at the principal office of XXXXX WXXXX FARGO BANK, NATIONAL ASSOCIATION (the “Administrative Agent”), the principal sum of [ ] Dollars ($[ ]) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement, as hereinafter defined), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, Type, interest rate, Interest Period and maturity of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, may be endorsed by the Lender on the schedules attached hereto or any continuation thereof or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of this Note. This Note is one of the Notes referred to in the Amended and Restated Credit Agreement dated as of July [ ]November 20, 2012 among the Parent GuarantorBorrower, the BorrowerGuarantors, the Administrative Agent, and the other agents and lenders signatory thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Credit Agreement as the same may be amended, supplemented or restated from time to time, the “Credit Agreement”). Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement. This Note is issued pursuant to, and is subject to the terms and conditions set forth in, the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the other Loan Documents. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Note. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXASNEW YORK. Windsor Permian LLC EMERALD OIL, INC. By: Name: Title: EXHIBIT A-1 Windsor Permian LLCEmerald Oil, Inc., a Delaware limited liability company, Montana corporation (the “Borrower”), pursuant to Section 2.03 of the Amended and Restated Credit Agreement dated as of July [ ]November 20, 2012 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”) among Diamondback Energy LLC (the “Parent Guarantor”), the Borrower, Xxxxx Wxxxx Fargo Bank, National Association, as Administrative Agent and the other agents and lenders (the “Lenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby requests a Borrowing as follows:
(i1) Aggregate amount of the requested Borrowing is $[ ];
(ii2) Date of such Borrowing is [ ], 201[ ];
(iii3) Requested Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing];
(iv4) In the case of a Eurodollar Borrowing, the initial Interest Period applicable thereto is [ ];
(v5) Amount of Borrowing Base in effect on the date hereof is $[ ];
(vi6) Total Revolving Credit Exposures on the date hereof (i.e., outstanding principal amount of Loans and total LC Exposure) is $[ ]; and
(vii7) Pro forma total Revolving Credit Exposures (giving effect to the requested Borrowing) is $[ ]; and
(8) Location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05 of the Credit Agreement, is as follows: [ ] [ ] [ ] [ ] [ ] The undersigned certifies that he/she is the [______________] of the Borrower, and that as such he/she is authorized to execute this certificate on behalf of the Borrower. The undersigned further certifies, represents and warrants on behalf of the Borrower that the Borrower is entitled to receive the requested Borrowing under the terms and conditions of the Credit Agreement. EMERALD OIL, INC. By: Name: Title: Emerald Oil, Inc., a Montana corporation, (the “Borrower”), pursuant to Section 2.04 of the Credit Agreement dated as of November 20, 2012 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”) among the Borrower, Wxxxx Fargo Bank, National Association, as Administrative Agent and the other agents and lenders (the “Lenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby makes an Interest Election Request as follows: The Borrowing to which this Interest Election Request applies, and if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information specified pursuant to (iii) and (iv) below shall be specified for each resulting Borrowing) is [ ];
(9) The effective date of the election made pursuant to this Interest Election Request is [ ], 201[ ];[and]
(10) The resulting Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing][; and]
i. [If the resulting Borrowing is a Eurodollar Borrowing] The Interest Period applicable to the resulting Borrowing after giving effect to such election is [ ]]. The undersigned certifies that he/she is the [______________] of the Borrower, and that as such he/she is authorized to execute this certificate on behalf of the Borrower. The undersigned further certifies, represents and warrants on behalf of the Borrower that the Borrower is entitled to receive the requested continuation or conversion under the terms and conditions of the Credit Agreement. EMERALD OIL, INC. By: Name: Title: The undersigned hereby certifies that he/she is the [ ] of Emerald Oil, Inc., a Montana corporation (the “Borrower”), and that as such he/she is authorized to execute this certificate on behalf of the Borrower. With reference to the Credit Agreement dated as of November 20, 2012 (together with all amendments, restatements, supplements or other modifications thereto being the “Agreement”) among the Borrower, Wxxxx Fargo Bank, National Association, as Administrative Agent, and the other agents and lenders (the “Lenders”) which are or become a party thereto, the undersigned represents and warrants as follows (each capitalized term used herein having the same meaning given to it in the Agreement unless otherwise specified):
1 The representations and warranties of the Borrower contained in Article VII of the Agreement and in the Loan Documents and otherwise made in writing by or on behalf of the Guarantor and the Borrower pursuant to the Agreement and the Loan Documents were true and correct when made, and are repeated at and as of the time of delivery hereof and are true and correct in all material respects at and as of the time of delivery hereof, except to the extent such representations and warranties are expressly limited to an earlier date or the Majority Lenders have expressly consented in writing to the contrary.
2 The Borrower has performed and complied with all agreements and conditions contained in the Agreement and in the Loan Documents required to be performed or complied with by the Borrower prior to or at the time of delivery hereof [or specify default and describe].
Appears in 1 contract
Samples: Credit Agreement (Emerald Oil, Inc.)
Flood Insurance Provisions. (a) Notwithstanding any provision in this Agreement or any other Loan Document to the contrary, except as set forth on Annex II Schedule of Mortgaged Structures (all of which shall be Mortgaged Property and a “Mortgaged Structure”, including the structures so listed on Annex II), as amended from time to time by the Administrative Agent, in no event is any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) included in the definition of “Mortgaged Property” and no Building or Manufactured (Mobile) Home is hereby encumbered by this Agreement or any other Loan Document; provided, that notwithstanding any other provision of this Agreement or any other Loan Document, if any Lender delivers to the Administrative Agent a written notice (an “Opt Out Notice”), no Mortgaged Structure included as part of any Security Instrument filed after the date of such Opt Out Notice, shall be, or be deemed to be Collateral of such Lender, and such Lender shall not be a secured party with respect to such Mortgaged Structure, and the Administrative Agent in its capacity as trustee under any Security Instrument shall not be deemed to act for such Lender as a secured party with respect to such Mortgaged Structure until such time, which shall not be a date more than 45 days after the delivery of such Opt Out Notice, as such Lender shall deliver written notice to the Administrative Agent that such Lender has completed due diligence and concluded that compliance with flood insurance and other requirements pursuant to Flood Insurance Regulations with respect to such Mortgaged Structure are satisfactory to such Lender and such Lender has elected to be a secured party with respect to such Mortgaged Structure; provided further, that upon delivery of such notice, such Lender shall automatically be included as a secured party with respect to such Mortgaged Structure. As used herein, “Flood Insurance Regulations” means (ai) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (bii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue statute thereto, (ciii) the National Flood Insurance Reform Act of 1994 (amending 42 USC 4001, et seq.), as the same may be amended or recodified from time to time and (div) the Flood Insurance Reform Act of 2004 and any regulations promulgated thereunder and (v) the Xxxxxxx-Xxxxxx Flood Reform Act of 2012 and any regulations promulgated thereunder.
(b) The Administrative Agent has adopted internal policies and procedures that address requirements placed on federally regulated Lenders under the Flood Insurance Regulations. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: WINDSOR PERMIAN LLC By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Financial Officer PARENT GUARANTOR: DIAMONDBACK ENERGY LLC By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Financial Officer SIGNATURE PAGE CREDIT AGREEMENT XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent will post on the applicable electronic platform (or otherwise distribute to each Lender in the syndicate) documents that it receives in connection with the Flood Insurance Regulations. However, the Administrative Agent reminds each Lender and a participant in the facility that, pursuant to the Flood Insurance Regulations, each federally regulated Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President SIGNATURE PAGE CREDIT AGREEMENT AMEGY BANK NATIONAL ASSOCIATION, (whether acting as a Lender By: /s/ XX Xxxxx Name: XX Xxxxx Title: Officer CREDIT AGREEMENT U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxx XxXxxx Name: Xxxx XxXxxx Title: Vice President CREDIT AGREEMENT WEST TEXAS NATIONAL BANK, as a Lender By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President SIGNATURE PAGE CREDIT AGREEMENT Xxxxx Fargo Bank, National Association 45.000000 % $ 112,500,000.00 Amegy Bank National Association 25.000000 % $ 62,500,000.00 U.S. Bank National Association 25.000000 % $ 62,500,000.00 West Texas National Bank 5.000000 % $ 12,500,000 Aggregate Maximum Credit Amount 100.000000 % $ 250,000,000.00 ANNEX I $[ ] [ ], 201[ ] FOR VALUE RECEIVED, WINDSOR PERMIAN LLC, a Delaware limited liability company, (the “Borrower”), hereby promises to pay to [ ] (the “Lender”), at the principal office of XXXXX FARGO BANK, NATIONAL ASSOCIATION (the “Administrative Agent”), the principal sum of [ ] Dollars ($[ ]) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement, as hereinafter defined), in lawful money of the United States of America and in immediately available funds, on the dates and participant in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, Type, interest rate, Interest Period and maturity of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, may be endorsed by the Lender on the schedules attached hereto or any continuation thereof or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of this Note. This Note is one of the Notes referred to in the Amended and Restated Credit Agreement dated as of July [ ], 2012 among the Parent Guarantor, the Borrower, the Administrative Agent, and the other agents and lenders signatory thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Credit Agreement as the same may be amended, supplemented or restated from time to time, the “Credit Agreement”). Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement. This Note is issued pursuant to, and is subject to the terms and conditions set forth in, the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the other Loan Documents. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Note. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. Windsor Permian LLC By: Name: Title: EXHIBIT A-1 Windsor Permian LLC, a Delaware limited liability company, (the “Borrower”), pursuant to Section 2.03 of the Amended and Restated Credit Agreement dated as of July [ ], 2012 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”) among Diamondback Energy LLC (the “Parent Guarantor”), the Borrower, Xxxxx Fargo Bank, National Association, as Administrative Agent and the other agents and lenders (the “Lenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby requests a Borrowing as follows:
(i) Aggregate amount of the requested Borrowing is $[ ];
(ii) Date of such Borrowing is [ ], 201[ ];
(iii) Requested Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing];
(iv) In the case of a Eurodollar Borrowing, the initial Interest Period applicable thereto is [ ];
(v) Amount of Borrowing Base in effect on the date hereof is $[ ];
(vi) Total Revolving Credit Exposures on the date hereof (i.e., outstanding principal amount of Loans and total LC Exposurefacility) is $[ ]; and
(vii) Pro forma total Revolving Credit Exposures (giving effect to responsible for assuring its own compliance with the requested Borrowing) is $[ ]; andflood insurance requirements.
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Flood Insurance Provisions. Notwithstanding any provision in this Agreement or any other Loan Document to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) included in the definition of “Mortgaged Property” and no Building or Manufactured (Mobile) Home is hereby encumbered by this Agreement or any other Loan Document. As used herein, “Flood Insurance Regulations” means (a) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (b) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (c) the National Flood Insurance Reform Act of 1994 (amending 42 USC 4001, et seq.), as the same may be amended or recodified from time to time and (d) the Flood Insurance Reform Act of 2004 and any regulations promulgated thereunder. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: WINDSOR PERMIAN DIAMONDBACK O&G LLC By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Financial Officer CFO PARENT GUARANTOR: DIAMONDBACK ENERGY LLC ENERGY, INC. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Chief Financial Officer CFO SIGNATURE PAGE CREDIT AGREEMENT XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President SIGNATURE PAGE CREDIT AGREEMENT AMEGY BANK NATIONAL ASSOCIATION, as a Lender By: /s/ XX Xxxxx Name: XX Xxxxx Title: Officer Assistant Vice President CREDIT AGREEMENT U.S. BANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Senior Vice President SIGNATURE PAGE CREDIT AGREEMENT JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ Xxxx XxXxxx X. Xxxxx Name: Xxxx XxXxxx X. Xxxxx Title: Authorized Officer SIGNATURE PAGE CREDIT AGREEMENT CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Director SIGNATURE PAGE CREDIT AGREEMENT CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Signatory SIGNATURE PAGE CREDIT AGREEMENT IBERIABANK, as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Executive Vice President SIGNATURE PAGE CREDIT AGREEMENT SUNTRUST BANK, as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director SIGNATURE PAGE CREDIT AGREEMENT THE BANK OF NOVA SCOTIA, as a Lender By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director SIGNATURE PAGE CREDIT AGREEMENT WEST TEXAS NATIONAL BANK, as a Lender By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Senior Vice President SIGNATURE PAGE CREDIT AGREEMENT Xxxxx Fargo Bank, National Association 45.000000 25.0% $ 112,500,000.00 $150,000,000.00 U.S. Bank National Association 18.0% $108,000,000.00 Amegy Bank National Association 25.000000 17.0% $ 62,500,000.00 U.S. Bank $102,000,000.00 JPMorgan Chase Bank, N.A. 10.0% $60,000,000.00 Capital One, National Association 25.000000 5.0% $ 62,500,000.00 $30,000,000.00 Credit Suisse AG, Cayman Islands Branch 5.0% $30,000,000.00 Iberiabank 5.0% $30,000,000.00 SunTrust Bank 5.0% $30,000,000.00 The Bank of Nova Scotia 5.0% $30,000,000.00 West Texas National Bank 5.000000 5.0% $ 12,500,000 $30,000,000.00 Aggregate Maximum Credit Amount 100.000000 100.00% $ 250,000,000.00 $600,000,000.00 ANNEX I $[ ] [ ], 201[ ] FOR VALUE RECEIVED, WINDSOR PERMIAN DIAMONDBACK O&G LLC, a Delaware limited liability company, (the “Borrower”), hereby promises to pay to [ ] (the “Lender”), at the principal office of XXXXX FARGO BANK, NATIONAL ASSOCIATION (the “Administrative Agent”), the principal sum of [ ] Dollars ($[ ]) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement, as hereinafter defined), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, Type, interest rate, Interest Period and maturity of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, may be endorsed by the Lender on the schedules attached hereto or any continuation thereof or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of this Note. This Note is one of the Notes referred to in the Second Amended and Restated Credit Agreement dated as of July [ ]November 1, 2012 2013 among the Parent Guarantor, the Borrower, the Administrative Agent, and the other agents and lenders signatory thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Credit Agreement as the same may be amended, supplemented or restated from time to time, the “Credit Agreement”). Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement. This Note is issued pursuant to, and is subject to the terms and conditions set forth in, the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the other Loan Documents. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Note. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. Windsor Permian Diamondback O&G LLC By: Name: Title: EXHIBIT A-1 Windsor Permian Diamondback O&G LLC, a Delaware limited liability company, (the “Borrower”), pursuant to Section 2.03 of the Second Amended and Restated Credit Agreement dated as of July [ ]November 1, 2012 2013 (together with all amendments, restatements, supplements or other modifications thereto, the “Credit Agreement”) among Diamondback Energy LLC Energy, Inc. (the “Parent Guarantor”), the Borrower, Xxxxx Fargo Bank, National Association, as Administrative Agent and the other agents and lenders (the “Lenders”) which are or become parties thereto (unless otherwise defined herein, each capitalized term used herein is defined in the Credit Agreement), hereby requests a Borrowing as follows:
(i) Aggregate amount of the requested Borrowing is $[ ];
(ii) Date of such Borrowing is [ ], 201[ ];
(iii) Requested Borrowing is to be [an ABR Borrowing] [a Eurodollar Borrowing];
(iv) In the case of a Eurodollar Borrowing, the initial Interest Period applicable thereto is [ ];
(v) Amount of Borrowing Base in effect on the date hereof is $[ ];
(vi) Total Revolving Credit Exposures on the date hereof (i.e., outstanding principal amount of Loans and total LC Exposure) is $[ ]; and
(vii) Pro forma total Revolving Credit Exposures (giving effect to the requested Borrowing) is $[ ]; and
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