Common use of I T A L S Clause in Contracts

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. 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, the lenders and other agents party thereto (the “Existing Lenders”) entered into that certain Amended, Restated and Consolidated Revolving Credit Agreement dated as of December 7, 2018 (as amended to the date hereof, the “Existing Credit Agreement”) pursuant to which the Existing Lenders have amended provided certain loans to and restated extensions of credit to the Existing Borrower. B. Subject to the terms and conditions set forth herein, the parties hereto desire to (i) allow the Existing Borrower to assign to the Borrower its rights, duties, liabilities and obligations, including the “Secured Obligations” (as defined in the Existing Credit Agreement), as the “Borrower” under the Existing Credit Agreement and the Assigned Loan Documents (as defined below) to which it is a party and the Existing Borrower will immediately thereafter be released of its obligations thereunder and hereunder, (ii) have the “Secured Obligations” (as such term is defined under the Existing Credit Agreement) renewed and rearranged under this Agreement as part of the Secured Obligations (as defined herein) set forth herein, (iii) have the Secured Obligations (as defined herein) be secured by entering into that certain Amended the liens and Restated security interests securing the “Secured Obligations” (as such term is defined in the Existing Credit Agreement) unless such liens and security interests have otherwise been terminated in accordance with the provisions of Section 12.21 hereof, and (iv) amend and restate the Existing Credit Agreement dated in its entirety in the form of even date herewith (as amended, supplemented or otherwise modified this Agreement. X. Xxxxxxxx has requested that the Lenders provide certain loans and extensions of credit from time to time, time on behalf of the "Credit Agreement"), ---------------- whereby, pursuant to which, the Borrower. D. The Lenders have agreed to make certain such loans to and extend certain extensions of credit for the account of the Borrower subject to the limitations set forth in terms and conditions of this Agreement. E. After giving effect to the Credit Agreement. The initial loans under amendment and restatement of the Existing Credit Agreement have been used by pursuant to the Borrower to renewterms hereof, rearrange, modify and extend all amounts outstanding the commitments of each Existing Lender under the Existing Credit AgreementAgreement will be replaced with the Commitments hereunder which will be as set forth on Annex I attached hereto. D. The Administrative Agent F. In consideration of the mutual covenants and agreements herein contained and of the Lenders have conditioned their obligations under loans, extensions of credit and commitments hereinafter referred to, 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.parties hereto agree as follows:

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 herxxxxxxxx xalled the "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. A. Pursuant Borrower, the lenders parties thereto (the “Existing Lenders”) and General Electric Capital Corporation, as agent for the Existing Lenders, are parties to that certain an Amended and Restated Credit Agreement Agreement, dated as of January 27July 26, 20032000, among St. Mary Land & Exploration as amended, modified or otherwise supplemented from time to time prior to the date hereof (the “Existing Credit Agreement”). B. Diamondbacks Acquisition Inc., an Indiana corporation (“Acquirer”), a direct, wholly-owned subsidiary of Borrower, has made a cash tender offer (the “Tender Offer”) for all of the outstanding shares of common stock, no par value (the “Shares”), of Xxxxxx’x Trading Company, a Delaware Inc., an Indiana corporation (hereinafter xxxxxx xhe "Borrower"“Xxxxxx’x”) at a purchase price of $16.75 per Share. C. Upon the consummation of the Tender Offer (i) if the number of Shares tendered is less than the Short-Form Merger Threshold but greater than the Minimum Shares (a “Long Form Event”), the Administrative Agent, and the lenders -------- party thereto required vote of the shareholders of Xxxxxx’x to consummate the Acquisition (as hereinafter defined) is obtained, or (ii) if the number of Shares tendered is greater than or equal to the Short-Form Merger Threshold, Acquirer shall be merged with and into Xxxxxx’x (the "Existing Lenders"“Merger” and together with the Tender Offer, the “Acquisition”), resulting in Xxxxxx’x becoming a direct wholly owned subsidiary of Borrower. D. Borrower has requested that Lenders extend revolving credit facilities to Borrower of up to $350,000,000 in the aggregate for the purposes of: (a) (such i) if a Long Form Event shall have occurred, Borrower advancing funds to Acquirer to purchase from time to time the tendered Shares of Xxxxxx’x (the “Acquirer Loan”), and Borrower advancing funds to Xxxxxx’x to refinance the Indebtedness evidenced by the Existing Xxxxxx’x Credit Agreement and provide working capital to Xxxxxx’x (the “Xxxxxx’x Loan”), or (ii) if the Short Form Threshold has been obtained, funding a portion of the Acquisition pursuant to the Acquirer Loan and/or a capital contribution made by Borrower to Acquirer in a manner satisfactory to Agent, (b) refinancing the Indebtedness evidenced by the Existing Xxxxxx’x Credit Agreement, as amended and ---------------- supplemented(c) providing (i) working capital financing for Borrower and its Subsidiaries, (ii) funds for other general corporate purposes of Borrower and its Subsidiaries and (iii) funds for the "Existing Credit Agreement")purposes otherwise permitted hereunder; and for these purposes, the Borrower received Lenders are willing to make and continue to make certain ------------------------- loans and other extensions of credit to Borrower of up to such amount upon the terms and conditions set forth herein. E. If Acquirer finances a portion of the Tender Offer with the Acquirer Loan and, in any event, if the Long Form Event shall have occurred, (i) Acquirer shall issue an intercompany note to Borrower to evidence the Acquirer Loan (the “Acquirer Intercompany Note”), which shall be unsecured, (ii) Acquirer shall guaranty the Obligations, and (iii) Xxxxxx’x shall issue an intercompany note to Borrower evidencing the Xxxxxx’x Loan (the “Xxxxxx’x Intercompany Note”), which note shall be secured by the assets of Xxxxxx’x consistent with those types of assets of Borrower securing the Obligations and shall be pledged (together with the collateral supporting such note) by Borrower to Agent for the benefit of Lenders (the “Xxxxxx’x Pledge”), and shall otherwise be in form and substance satisfactory to Agent. F. If the Short Form Merger Threshold shall have been attained, Acquirer will finance a portion of the Tender Offer with either the Acquirer Loan or with the proceeds of a capital contribution from Borrower to Acquirer, and upon consummation of the Merger, (i) if a portion of the Tender Offer is financed with the Acquirer Loan, Xxxxxx’x shall assume the obligations of Acquirer under such Acquirer Loan, (ii) Xxxxxx’x shall guaranty the Obligations and pledge its assets consistent with those types of assets of Borrower securing the Obligations to secure such guaranty, and (iii) Borrower shall pledge the Stock of Xxxxxx’x to secure the Obligations. G. Upon the consummation of the Tender Offer, Xxxxxx’x and its Subsidiaries will become Subsidiaries of the Borrower. Notwithstanding Xxxxxx’x and its Subsidiaries status as Subsidiaries of the Borrower, unless the Merger is consummated on the Closing Date, Xxxxxx’x and its Subsidiaries shall be Loan Parties for purposes of this Agreement, but shall not become a revolving credit facility made available signatory to this Agreement before the Merger is consummated, and simultaneously therewith Xxxxxx’x and its Subsidiaries shall execute a joinder in form and substance satisfactory to the Borrower Agent. H. Each of the parties hereto wishes to and agrees to amend and restate the Existing Credit Agreement on the terms and conditions set forth herein. I. It is the intent of the parties hereto that this Agreement not constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any of such obligations and liabilities, that this Agreement amend and restate in its entirety the Existing Credit Agreement, up to and that from and after the aggregate principal amount of $300,000,000. B. The Existing Lenders conditioned their obligations under date hereof, the Existing Credit Agreement upon be of no further force and effect except as to evidence the execution incurrence of the “Obligations” thereunder and delivery by Guarantor the representations and warranties made thereunder. J. Unless otherwise defined herein, capitalized terms used herein (including the Recitals hereto) shall have the respective meanings ascribed to them in Annex A and, for purposes of that certain Guaranty this Agreement dated as of January 27, 2003 (and the "Existing Guaranty ----------------- Agreement"). --------- C. The Borrowerother Loan Documents, 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 rules 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 construction set forth in Annex A shall govern. Unless otherwise indicated, all references in this Agreement to sections, subsections, schedules, exhibits, and attachments shall refer to the Credit corresponding sections, subsections, schedules, exhibits, and attachments of or to this Agreement. The initial loans under All schedules, annexes, exhibits and attachments hereto, or expressly identified to this Agreement, are incorporated herein by reference, and taken together, shall constitute but a single agreement. Unless otherwise expressly set forth herein, or in a written amendment referring to such schedules and annexes, all schedules and annexes referred to herein shall mean the Credit Agreement have been used by schedules and annexes as in effect as of the Borrower to renew, rearrange, modify and extend all amounts outstanding under the Existing Credit Closing Date. These Recitals shall be construed as part of this 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. A. Pursuant The Borrower, the Lenders party thereto from time to time and the Administrative Agents are party to that certain Credit Agreement dated as of January 27September 8, 20032015 (as further amended, 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 amendedrestated, supplemented or otherwise modified from time to timetime in accordance with the terms thereof, the "“Credit Agreement"”). B. The Borrower intends to restructure and recapitalize the equity ownership of Xxxxx Xxxxx, ---------------- whereby, Inc. pursuant to whichthe transactions and steps set forth in Schedule 1 hereto to facilitate the integration of the operations of Xxxxx Xxxxx, Inc. with the operations of the Borrower. In preparation for such restructuring and recapitalization, on or about December 31, 2015, Xxxxx Xxxxx Holdings, Inc. was merged with and into Xxxxx Xxxxx, Inc. (the “Xxxxx Xxxxx Merger”). C. Pursuant to Section 9.02 of the Credit Agreement, the Lenders have agreed to make certain loans to and extend certain credit for the account consent of the Borrower subject to Borrowers, the limitations set forth Administrative Agents and the Lenders who comprise at least the “Required Lenders” (as defined in the Credit Agreement. The initial loans under ) is required to effect this Amendment and the Credit Agreement have been used by the Borrower to renew, rearrange, modify amendments and extend all amounts outstanding under the Existing Credit Agreementwaiver set forth herein. D. The Subject to the terms and conditions set forth herein, each Person signing in the capacity of a “Term A Lender”, a “Revolving Lender” or a “Term B Lender” delivering an executed signature page to this Amendment to the applicable Administrative Agent Agent, in each case, at or prior to 12:00 p.m., New York City time, on June 30, 2016 (each such Person, or its successor or assigns, as applicable, a “Consenting Lender”) has consented to this Amendment and agreed to the Lenders have conditioned their obligations under the Credit Agreement amendments set forth in Section 2 below, which shall become effective upon the execution and delivery by Guarantor of this Amended and Restated Guaranty Agreement, and Guarantor First Amendment Effective Date (as defined below). X. Xxxxxxx Sachs Bank USA has agreed to execute act as lead arranger and deliver bookrunner in respect of the Term B Loans and JPMorgan Chase Bank, N.A. has agreed to as lead arranger and bookrunner in respect of the Term A Loans and the Revolving Commitments, in each case, in arranging this Amended and Restated Guaranty AgreementAmendment (the “First Amendment Arrangers”), which the Borrower acknowledges hereby.

I T A L S. A. Pursuant to Lead Borrower and the Fordham Office are the fee owners of that certain Credit tract of land located in the County of Bronx, State of New York and being more fully described in Exhibit A attached hereto (the “Land”). Lead Borrower is the fee owner of the condominium unit designated as the “Retail Unit” in the Condominium Declaration along with an undivided 70% interest in the Common Elements (as defined in the Condominium Declaration) constituting a portion of the improvements currently located on the Land, and Fordham Office is the fee owner of the condominium unit designated as the “Office/Community Unit” in the Condominium Declaration along with an undivided 30% interest in the Common Elements (as defined in the Condominium Declaration) constituting a portion of the improvements currently located on the Land. B. Borrower has entered into (a) that certain Acquisition and Project Loan Agreement dated as of January 27October 5, 20032007 by and among Borrower, among St. Mary Land & Exploration Company, Lenders and Administrative Agent pursuant to which the Lenders made a Delaware corporation (hereinafter xxxxxx xhe "Borrower"), Loan to Borrower in 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 original principal amount of $300,000,000. B. The Existing Lenders conditioned their obligations under 19,930,757.00 (the Existing Credit Agreement upon the execution “Original Acquisition and delivery by Guarantor of Project Loan Agreement”); and (b) that certain Guaranty Building Loan Agreement dated as of January 27October 5, 2003 2007 by and among Borrower, Lenders and Administrative Agent pursuant to which the Lenders made a Loan to Borrower in the original principal amount of $75,339,243.00 (the "Existing Guaranty ----------------- “Original Building Loan Agreement"” and, with the Original Acquisition and Project Loan Agreement, collectively, the “Original Loan Agreement”). ---------. C. The BorrowerPursuant to the Original Loan Agreement, the Administrative AgentLenders have made advances of the loans for the purposes described therein in the amount of $86,061,835.70 and Borrower will, as of the Closing Date, prepay the loan such that the outstanding principal balance as of the Closing Date will be $86,000,000.00. D. Borrower has represented to the Lenders that the Borrower has completed construction of the Improvements (as defined in the Original Acquisition and Project Loan Agreement) and requested that the Lenders amend, reduce and restate and consolidate the Original Loan Agreement to, among other things, extend the maturity date and reflect that no further amounts will be advanced under the Original Loan Agreement, and the Lenders have amended indicated their willingness to so amend and restated restate and consolidate the Existing Credit Agreement by entering into that certain Amended Original Loan Agreement, on the terms 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 conditions 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 Agreementherein. 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. A. Pursuant The Lenders have made certain financial accommodations to Pac-Van, Inc., an Indiana corporation (the "Borrower"), arising under and pursuant to that certain Credit Investment Agreement dated made and entered into as of January 27August 2, 20032006, among St. Mary Land & Exploration Companythe Borrower (as successor in interest to PVI Acquisition Corporation, an Indiana corporation), Mobile Office Acquisition Corp., a Delaware corporation (hereinafter xxxxxx xhe "BorrowerMOAC"), the Administrative Lenders from time to time party thereto and the Agent (as successor to Laminar Direct Capital L.P.) (as amended by the First Amendment to Investment Agreement and Waiver dated as of August 23, 2007 and the Second Amendment to Investment Agreement dated as of August 23, 2008, the "Original Investment Agreement") and as evidenced by the Notes. B. In connection with the transactions contemplated by the Original Investment Agreement, and as a condition precedent to the effectiveness of the Original Investment Agreement and the obligations of the Lenders to make financial accommodations, to the Borrower thereunder, the Lenders required that MOAC, which as of the date thereof was the sole shareholder of the Borrower, (i) execute and deliver to the Agent, and for the lenders -------- party thereto ratable benefit of the Lenders, that certain Continuing Unconditional Guaranty dated as of August 2, 2006 (the "Existing LendersOriginal Subdebt Parent Guaranty") and (such Credit Agreementii) enter into that certain Pledge Agreement dated as of August 2, as amended 2006, for the ratable benefit of the Lenders and ---------------- supplementedthe affiliates of the Lenders (collectively, the "Existing Credit AgreementAffiliates"), in order to secure the obligations and performance of MOAC under the Original Subdebt Parent Guaranty and of the Borrower received under the Original Investment Agreement and the Notes. C. Pursuant to the Parent Merger Agreement, MOAC has agreed to consummate a merger (the "Parent Merger") with the Assignor in which the Assignor will be the surviving corporation and as a result of which the Assignor shall (i) assume all of the obligations and liabilities of MOAC, including becoming a party to and assuming all of the obligations of MOAC under the Original Subdebt Parent Pledge Agreement and the other Loan Documents and (ii) acquire of the assets of MOAC, including all of the issued and outstanding Capital Stock of the Borrower. D. In connection with the transactions contemplated by the Parent Merger Agreement, (i) the parties to the Original Investment Agreement have agreed to amend and restate the Original Investment Agreement in the form of that certain ------------------------- loans Amended and extensions Restated Investment Agreement dated as of the date hereof by and among the Borrower, the Guarantor, the Lenders from time to time party thereto and the Agent (as from time to time amended, modified, extended, renewed, refinanced, or restated, the "Investment Agreement") and (ii) the Lenders have required the Assignor to amend and restate the Original Subdebt Parent Guaranty in the form of that certain Amended and Restated Continuing Unconditional Guaranty dated as of the date hereof (as from time to time amended, modified, extended, renewed, refinanced, or restated, the "Subdebt Parent Guaranty"). E. In connection with the transactions contemplated by the Parent Merger Agreement, and as a condition to the Agent's and the Lenders' consent to the Parent Merger, entering into the Investment Agreement and continued the extension of credit under a revolving credit facility made available by the Lenders to the Borrower under the Existing Credit AgreementInvestment Agreement and the Notes, up to the aggregate principal amount of $300,000,000. B. The Existing Lenders conditioned their require that the Assignor affirm its obligations under the Existing Credit Original Pledge Agreement upon to secure, for the execution ratable benefit of the Lenders and delivery by Guarantor of that certain Guaranty Agreement dated as of January 27, 2003 (the "Existing Guaranty ----------------- Agreement"). --------- C. The BorrowerAffiliates, the Administrative Agent, obligations and performance of the Lenders have amended Assignor under the Subdebt Parent Guaranty 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 under the Investment Agreement and the Notes, and in connection therewith the parties wish to fully amend and restate the limitations set forth Original Subdebt Parent Pledge Agreement 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 form of this Pledge Agreement. D. The Administrative Agent F. This Pledge Agreement is given in replacement of and in substitution for 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 Original Subdebt Parent Pledge Agreement.

I T A L S. A. Pursuant to that certain Credit Agreement dated as The Grantor has previously entered into or is in the process 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 Agreement, dated as of even date herewith December 19, 2003 (as amended, amended and restated, supplemented or and/or otherwise modified from time to time, the "“Credit Agreement"”), ---------------- wherebyamong the Grantor, the financial institutions from time to time parties thereto (collectively, the “Lenders”), Bank of America, N.A., as Administrative Agent, and Xxxxx Fargo, as Documentation Agent and Collateral Agent, pursuant to which, which the Lenders have agreed agreed, subject to make certain loans terms and conditions, to extend various financial accommodations to the Grantor (the Administrative Agent, the Collateral Agent, the Documentation Agent and extend certain credit for the account Lenders, together with Affiliates of the Borrower subject Lenders with respect to Swap Contracts referred to below are sometimes hereinafter referred to collectively as the “Secured Creditors” and individually as a “Secured Creditor”). In connection with the transactions contemplated by the Credit Agreement, the Grantor has previously entered into or is in the process of entering into that certain Security Agreement, dated as of December 19, 2003 (as amended, amended and restated, supplemented and/or otherwise modified from time to time, the “Security Agreement”), among the debtors (including the Grantor) named therein and the Collateral Agent. B. In addition, the Grantor may from time to time be liable to the limitations set forth Lenders and/or their Affiliates with respect to Swap Contracts (as such term is defined in the Credit Agreement. The initial loans ). C. As a condition to extending credit to the Grantor under the Credit Agreement Agreement, the Secured Creditors have been used by required, among other things, that the Borrower Grantor grant to renew, rearrange, modify the Collateral Agent for the benefit of the Secured Creditors a lien on and extend all amounts outstanding under security interest in the Existing Credit Agreementpersonal property and fixtures of the Grantor described herein subject to the terms and conditions hereof. D. The Administrative Agent Grantor will benefit, directly or indirectly, from the financial accommodations extended by the Secured Creditors to the Grantor. E. The Grantor has duly authorized the execution, delivery and the Lenders have conditioned their obligations under the Credit Agreement upon the execution and delivery by Guarantor performance of this Amended and Restated Guaranty Agreement, and Guarantor has agreed to execute and deliver this Amended and Restated Guaranty Agreement.