I T A L S. Whereas, the Owner is the owner in fee simple of that certain real property located at 0000 Xxxxxxx Xxx, Las Vegas, NV 89104, Assessor’s Parcel Numbers 162-02-501-003 and 162-02-601-002 (“Property”) and more particularly described on Exhibit “A”; and
I T A L S. Borrowers and certain of their respective Subsidiaries (such term and each other capitalized term used but not otherwise defined in this introductory statement having the meaning specified in Section 1) are currently debtors in reorganization proceedings (the “Bankruptcy Proceedings”) under the Bankruptcy Code in the Bankruptcy Court in jointly administered cases No. 13-10125(KJC). Borrowers have filed their Disclosure Statement for the Debtors’ Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 931] (including all exhibits thereto and as amended, modified, and/or supplemented from time to time, the “Disclosure Statement”). In addition, on May 21, 2013, Borrowers filed their Second Amended Joint Plan of Reorganization and on May 23, 2013 the Bankruptcy Court entered its Final Order Approving the Disclosure Statement and Findings Of Fact, Conclusions of Law, and Order Under Section 1129 of the Bankruptcy Code and Bankruptcy Rule 3020 Confirming the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code. In addition to the Loans and other extensions of credit to be provided hereunder, Company and certain of its Subsidiaries will enter into the Term Loan Agreement, which will be secured by a first priority security interest in the Term Priority Collateral and a second priority security interest in the ABL Priority Collateral. The Obligations hereunder will be secured by a first priority security interest in the ABL Priority Collateral and a second priority security interest in the Term Priority Collateral. Borrowers have requested that Lenders provide a revolving credit facility to Borrowers to finance the mutual and collective business enterprise of Borrowers and Guarantors. Lenders are willing to provide the credit facility on the terms and conditions set forth in this Agreement.
I T A L S. The Company has entered into the Revolving Credit Note and Warrant Agreement, dated as of the date hereof (the "Revolving Credit Agreement"), between the Company and the Lenders, providing, among other things, for (i) the commitment of the Lenders to make Series A Revolving Credit Loans from time to time to the Company in an aggregate principal amount not exceeding $12,400,000 (the "Series A Revolving Credit Loans") and Series B Revolving Credit Loans from time to time to the Company in an aggregate principal amount not exceeding $3,100,000 (the "Series B Revolving Credit Loans" and, together with the Series A Revolving Credit Loans, the "Revolving Credit Loans") and (ii) the issuance and delivery by the Company to the Lenders of its 12% Series A Revolving Credit Notes due December 31, 1998 in the aggregate principal amount of $12,400,000 to evidence the obligation of the Company to repay Series A Revolving Credit Loans from time to time outstanding in accordance therewith (such notes, including all notes issued in substitution or exchange therefor pursuant to the Revolving Credit Agreement, being referred to herein as the "Series A Notes") and its 12% Series B Revolving Credit Notes due September 30, 1998 in the aggregate principal amount of $3,100,000 to evidence the obligation of the Company to repay Series B Revolving Credit Loans from time to time outstanding in accordance therewith (such notes, including all notes issued in substitution or exchange therefor pursuant to the Revolving Credit Agreement, being referred to herein as the "Series B Notes"). The Series A Notes and the Series B Notes are collectively referred to herein as the "Notes"; the Notes, the Revolving Credit Agreement and this Guaranty, and all other related agreements and documents issued or delivered under or pursuant to the Revolving Credit Agreement or this Guaranty Agreement, in each case as the same may be amended or otherwise modified and in effect from time to time, are herein sometimes referred to collectively as the "Revolving Credit Documents"; and all other capitalized terms used and not otherwise defined herein shall have the respective meanings attributed thereto in the Revolving Credit Agreement.
I T A L S. A. Pursuant to that certain Credit Agreement dated as of January 27, 2003, among St. Mary Land & Exploration Company, a Delaware corporation (hereinafter xxxxxx xhe "Borrower"), the Administrative Agent, and the lenders -------- party thereto (the "Existing Lenders") (such Credit Agreement, as amended and ---------------- supplemented, the "Existing Credit Agreement"), the Borrower received certain ------------------------- loans and extensions of credit under a revolving credit facility made available to the Borrower under the Existing Credit Agreement, up to the aggregate principal amount of $300,000,000.
B. The Existing Lenders conditioned their obligations under the Existing Credit Agreement upon the execution and delivery by Guarantor of that certain Guaranty Agreement dated as of January 27, 2003 (the "Existing Guaranty ----------------- Agreement"). ---------
C. The Borrower, the Administrative Agent, and the Lenders have amended and restated the Existing Credit Agreement by entering into that certain Amended and Restated Credit Agreement dated of even date herewith (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), ---------------- whereby, pursuant to which, the Lenders have agreed to make certain loans to and extend certain credit for the account of the Borrower subject to the limitations set forth in the Credit Agreement. The initial loans under the Credit Agreement have been used by the Borrower to renew, rearrange, modify and extend all amounts outstanding under the Existing Credit Agreement.
D. The Administrative Agent and the Lenders have conditioned their obligations under the Credit Agreement upon the execution and delivery by Guarantor of this Amended and Restated Guaranty Agreement, and Guarantor has agreed to execute and deliver this Amended and Restated Guaranty Agreement.
I T A L S. Borrower is indebted to Lender as evidenced by that certain Note to the Lender dated July 1, 2020 in the principal amount of $761,355,927.68 (the “Note”). That Note is secured by the Security Agreement. Borrower and Lender are parties to a certain Dividend and Dissolution Agreement, dated February 7, 2022, pursuant to which (a) the Xxxxxx Xxxx Family LLC will distribute all of the shares of Continental Resources, Inc. stock owned by the Company (the “CLR Shares”) in the form of a dividend applying equally to all Units of Membership Interest in the Company, and (b) the Borrower will assign and surrender to the Company all of the Borrower’s Units of Membership Interest in the Company in exchange for the Borrower’s share of the remaining assets owned by the Company (subject to the Company’s retention of any such assets to provide a reserve for future liabilities and expenses that the Company may incur in connection with its liquidation and dissolution). Borrower and Lender have also entered into that certain Agreement to Substitute Collateral. Pursuant to that Agreement to Substitute Collateral, Borrower agreed to execute an amendment to the Security Agreement pursuant to which the CLR Shares transferred to and owned by Borrower will be substituted as the Collateral under this Security Agreement in replacement of the Units. This First Amendment is attached as an Exhibit to that Agreement to Substitute Collateral.
I T A L S. The Depositor, the Property Trustee, the Delaware Trustee and ____________________, as Administrative Trustee, have heretofore duly created and continued a business trust under the Delaware Business Trust Act by the entering into that certain Trust Agreement, dated as of February 19, 2002 (the "Original Trust Agreement"), as amended by the execution and filing with the Secretary of State of the State of Delaware of the Certificate of Trust, dated February 19, 2002 (attached hereto as Exhibit A and, as it may be amended from time to time, the "Certificate of Trust"). The Trust and the Depositor have entered into an Underwriting Agreement dated __________, ____ with ______________________________. The parties hereto desire to provide for, among other things, (i) the issuance of the Common Trust Securities, as hereinafter defined, by the Trust to the Depositor, (ii) the issuance of the Preferred Trust Securities, as hereinafter defined, by the Trust, pursuant to the Underwriting Agreement and (iii) the acquisition by the Trust of all of the right, title and interest in the Debentures, as hereinafter defined.
I T A L S. A. The State of Texas desires to facilitate private sector investment and participation in the development of the State’s transportation system via Development agreements, and the Texas Legislature has enacted Transportation Code, Chapter 223, Subchapter E (the “Code”), and TxDOT has adopted Sections 27.1-27.9 of Title 43, Texas Administrative Code (the “Rules”), to accomplish that purpose.
B. TxDOT wishes to enter into an agreement with a private sector developer to develop, design and construct tolled managed lanes, general purpose lanes and associated facilities along all or a portion of the 28-mile section of Interstate Highway 35E from IH 635 in Dallas County to US 380 in Denton County (the “Project”). In addition, TxDOT wishes to enter into an agreement with the private sector developer to, at TxDOT’s sole option, maintain the Project for specified optional terms.
C. Pursuant to the Code and the Rules, TxDOT issued a Request for Qualifications (as amended, the “RFQ”) on January 12, 2011.
D. XxXXX received five qualification statements on March 23, 2012 and subsequently shortlisted four proposers.
E. On July 13, 2012, TxDOT issued to the shortlisted proposers a Request for Proposals (as subsequently amended by addenda, the “RFP”) to develop, design, construct and, at TxDOT’s sole option, maintain the Project.
F. On , TxDOT received responses to the RFP, including the response of Developer (the “Proposal”).
G. An RFP evaluation committee comprised of TxDOT personnel determined that Developer was the proposer which best met the selection criteria contained in the RFP and that the Proposal was the one which provided the best value to the State of Texas.
H. On , the Texas Transportation Commission accepted the recommendation of the Executive Director and the RFP evaluation committee and authorized TxDOT staff to negotiate this Agreement. I Concurrently with the execution of this Agreement, TxDOT and Developer are entering into a CMA for Developer to provide, at TxDOT’s sole option, capital maintenance for the Project.
I T A L S. The MLP has acquired from the Resource Entities and their Affiliates (as such term in hereafter defined) natural gas gathering systems and related facilities consisting of approximately 888 miles of intrastate pipelines located in New York, Ohio and Pennsylvania.
I T A L S. A. The Borrower has requested that the Lenders provide certain loans to and extensions of credit on behalf of the Borrower; and
B. The Lenders have agreed to make such loans and extensions of credit subject to the terms and conditions of this Agreement.
C. In consideration of the mutual covenants and agreements herein contained and of the loans, extensions of credit and commitments hereinafter referred to, the parties hereto agree as follows:
I T A L S. 1. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Articles II and IV, with respect to (a) those business opportunities that the Exmar Entities (as defined herein) will not pursue during the term of this Agreement and (b) the procedures whereby such business opportunities are to be offered to the Partnership Group (as defined herein) and accepted or declined.
2. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Articles III and IV, with respect to (a) those business opportunities that the Partnership Group will not pursue during the term of this Agreement and (b) the procedures whereby such business opportunities are to be offered to Exmar and accepted or declined.
3. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Article V, with respect to (a) Exmar’s right of first offer relating to Five-Year Vessels (as defined herein) or Non-Five-Year Vessels (as defined herein) owned by the MLP and (b) the MLP’s right of first offer relating to Five-Year Vessels that Exmar might own.
4. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Articles VI and VII, with respect to the rights of the MLP to purchase the Caribbean FLNG Interests and the Excel Interests (each as defined herein).
5. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in Section 6.2(c)(ii), Section 7.2(c)(ii) and Article VIII, with respect to certain indemnification obligations of Exmar. In consideration of the premises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
