EX-10.1 2 d551107dex101.htm EX-10.1 Execution Version
Exhibit 10.1
Execution Version
This LIMITED WAIVER AND THIRD FORBEARANCE AGREEMENT (as may be amended, supplemented or otherwise modified, this “Agreement”), dated as of April 23, 2018, is by and among XXX ENERGY CORPORATION, a Delaware Corporation (the “Borrower”), the Lenders (as defined below) party hereto from time to time, solely for purposes of Section 3.2(b) hereof, MACQUARIE BANK LIMITED (in its capacity as the issuer of Letters of Credit under the Credit Agreement, the “Issuing Bank”) and XXXXXX, XXXXXX ENERGY SERVICER, LLC, as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”).
(a) Each Loan Party acknowledges and agrees that (i) as of April 23, 2018, the Secured Obligations included, without limitation, the amounts set forth on Schedule II attached hereto on account of the outstanding unpaid amount of principal of, accrued and unpaid interest on, and fees and commissions related to, the Loans and the aggregate principal balance of the outstanding LC Exposure under the Credit Agreement and (ii) such Loan Party is indebted to the Lenders and the Administrative Agent for such Secured Obligations (including the LC Exposure) and all other Secured Obligations without defense, counterclaim or offset of any kind, and such Loan Party ratifies and reaffirms the validity, enforceability and binding nature of all such Secured Obligations.
(b) Each Loan Party acknowledges and agrees that, upon the payment, refinancing, substitution, replacement, or acceleration of the Loans, including without limitation upon the automatic acceleration of the Loans pursuant to Section 10.02 upon the occurrence of an Event of Default pursuant to Section 10.01(i), the Call Protection Amount and the Yield Maintenance Amount shall immediately become due and payable as provided in the Credit Agreement and shall constitute part of the Secured Obligations. Each Loan Party waives any defenses to the validity and enforceability of the Call Protection Amount and the Yield Maintenance Amount.
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(a) Subject to the terms and conditions of this Agreement (including the proviso at the end of this clause (a)), the Administrative Agent and the Lenders shall forbear from taking any Enforcement Actions as a result of the occurrence of the Specified Events of Default during the period from and including the Forbearance Effective Date until the earliest to occur of any of the following events (each such event, a “Forbearance Termination Event”; the date of such occurrence, the “Forbearance Termination Date”; and such period, the “Forbearance Period”):
(i) | 11:59 p.m. (New York City time) on May 2, 2018, provided that the Administrative Agent (at the direction of the Majority Lenders) and Borrower may agree to extend such date in writing (which writing may be in the form of electronic mail), whereupon this clause (i) shall be deemed to reference such later specified date; |
(ii) | the occurrence of a Default or Event of Default that is not a Specified Event of Default; |
(iii) | the commencement against any Loan Party, the Administrative Agent or any Lender of any material litigation or other exercise of any material rights or remedies by or on behalf of the Second Lien Agent or any holder of Second Lien Notes (for the avoidance of doubt, it being understood that delivery of a notice of event of default or reservation of rights by the Second Lien Agent shall not alone constitute a Forbearance Termination Event under this clause (iii)); |
(iv) | any representation or warranty made by any Loan Party in this Agreement proving to have been untrue, inaccurate or incomplete on or as of the date made or deemed made, except where such representations and warranties expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects as of such earlier date; |
(v) | failure of any Loan Party to perform, as and when required, any of their respective covenants or other obligations set forth in this Agreement (it being understood that time is of the essence for each such covenant and obligation), including without limitation, any provision of Section 4 below; and |
(vi) | the date any Loan Party delivers a Junior Priority Payment Notice (as defined below) or makes any Junior Priority Payment (as defined below), including making any Interest Payment (as defined in Schedule I) under the Second Lien Indenture; |
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provided, that the Loan Parties agree and acknowledge that this Agreement shall not constitute a forbearance of the rights, remedies and actions contained in Section 10.02(a)(i) of the Credit Agreement and that the Administrative Agent retains all such rights, remedies and actions during the Forbearance Period, including the right to declare the principal amount of the Notes outstanding, and accrued interest, fees, Yield Maintenance Amount, Call Protection Amount and other similar amounts thereon, to be due and payable in whole; provided further, that the Administrative Agent shall not take any Enforcement Actions with respect to any Secured Obligations accelerated during the Forbearance Period.
(b) Notwithstanding anything to the contrary contained herein but subject to Section 3.2(a) hereof, (i) the Specified Events of Default constitute actionable Events of Default for the purpose of triggering all limitations, restrictions or prohibitions on certain actions that may be taken or omitted or otherwise acquiesced to by or on behalf of any Loan Party pursuant to the Credit Agreement or any other Loan Document, including, without limitation, any and all limitations, restrictions or prohibitions with respect to any distribution, advance or other payment directly or indirectly from or for the benefit of any Loan Party to any other Loan Party, any direct or indirect owner of an equity interest in any Loan Party or any Affiliate of any of the foregoing and any actions or inactions taken or omitted or otherwise acquiesced to, by or on behalf of any Loan Party in violation of such provisions, in each case while any Default or Event of Default (including the Specified Events of Default) exists, will constitute additional Events of Default under the Credit Agreement and the other Loan Documents under this Agreement, (ii) any and all rights, benefits and remedies of the Administrative Agent and the Lenders under the Second Lien Intercreditor Agreement and the Swap Intercreditor Agreement are expressly reserved and not waived, impaired or otherwise affected hereby, (iii) interest shall continue to accrue and be payable on the Secured Obligations at the default rate to the extent provided under Section 3.02(b) of the Credit Agreement and (iv) the Borrower shall remain obligated to Cash Collateralize the outstanding LC Exposure in accordance with Section 2.06(j) of the Credit Agreement. Each of the Loan Parties hereby acknowledges and agrees that as a result of the Specified Events of Default the Lenders have no obligation to make any Loan and the Issuing Bank has no obligation to issue, increase, renew or extend any Letter of Credit.
3.2 Limited Waiver and Amendment.
(b) In order to implement the Limited Waiver, the parties hereto, including the Issuing Bank, hereby agree that:
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(i) | clause (a) of the definition of “LC Required Delayed Draw Event” is hereby amended and restated as follows: “any outstanding Letter of Credit is not Cash Collateralized on or prior to the date that is two (2) Business Days prior to the Delayed Draw Commitment Termination Date or such later date, if any, as may be acceptable to the Issuing Bank”; and |
(ii) | Section 2.06(c) is hereby amended and restated as follows: “(i) Subject to Section 2.06(c)(ii) below, each Letter of Credit shall expire at or prior to the close of business on the date that is two (2) Business Days prior to the Delayed Draw Commitment Termination Date. Each Letter of Credit with a one (1) year term may provide for the renewal thereof, at the request of the Borrower and at the sole discretion of the Issuing Bank, for additional one (1) year periods; provided that, unless Cash Collateral has been provided for such Letter of Credit under Section 2.06(c)(ii), no such period shall extend beyond the date described in clause (B) above. |
(ii) A Letter of Credit, at the request of the Borrower and at the sole discretion of the Issuing Bank, may be extended beyond and after the Delayed Draw Commitment Termination Date if the Borrower has provided Cash Collateral for such Letter of Credit in the manner specified in Section 2.06(j) on the date that is two (2) Business Days prior to the Delayed Draw Commitment Termination Date.”; and
(iii) | The Issuing Bank hereby agrees to the extension of all Letters of Credit outstanding on the date hereof provided that such Letters of Credit are Cash Collateralized no later than two (2) Business Days prior to the Delayed Draw Commitment Termination Date (or such later date, if any, as is acceptable to the Issuing Bank). |
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law, all without further notice or demand, in respect of the Specified Events of Default or any other Event of Default then existing. Following the occurrence of the Forbearance Termination Date, the Administrative Agent and the Lenders shall have no obligation whatsoever to extend the maturity of the Credit Agreement, waive any Events of Default, defer any payments, or further forbear from exercising their rights and remedies.
(a) (i) on Friday of each calendar week, commencing on April 6, 2018, an updated Cash Flow Projection (as defined in the First Forbearance Agreement) for the 13-week period commencing on the immediately succeeding Monday, in a form consistent with the initial Cash Flow Projections, and (ii) so long as this Agreement remains in effect, on Friday of each calendar week, commencing on April 13, 2018, a reconciliation report and a variance report with respect to the most recently delivered Cash Flow Projection, which shall (x) compare the actual cash receipts and disbursements projected in the most recently delivered Cash Flow Projection for such period, (y) indicate the percentage variance, if any, of actual results of aggregate cash receipts and aggregate cash disbursements versus projections therefor for such period, together with an explanation for such variance, and (z) be in a form reasonably satisfactory to the Administrative Agent and its financial advisor;
(b) the Borrower shall provide written notice to the Administrative Agent (a “Junior Priority Payment Notice”) no later than five (5) Business Days prior to any repurchase, redemption, repayment, prepayment, defeasance, interest payment or other payment of indebtedness or payments on account of such indebtedness (including the payment of any Interest Payment or consent or amendment fees) with respect to, or to the holders of, the Second Lien Notes or Unsecured Senior Notes (a “Junior Priority Payment”), which Junior Priority Payment Notice shall specify the nature, amount and timing of such payment;
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(c) the Borrower shall provide to the Administrative Agent prompt written notice of, or the threat in writing to the Borrower or any other Loan Party of, any action, suit, proceeding, exercise of remedies or notice of acceleration commenced against the Borrower, any other Loan Party or any of its or their officers or directors by or on behalf of the Second Lien Agent or any holder of Second Lien Notes;
(d) the Borrower shall not, and shall not permit any of its Subsidiaries to, make any Restricted Payments in respect of the Series A Preferred Stock; and
(e) the Borrower shall provide written notice promptly upon receipt by the Borrower or any of its Subsidiaries of a material demand by any creditor, guarantor, vendor, operator, surety provider or supplier (including oil and gas gathering, processing and transportation providers) to post additional collateral or provide additional credit support with respect to such entities’ services, goods or obligations.
SECTION 5. CONDITIONS PRECEDENT.
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(a) each Loan Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and has all requisite power and authority to execute, deliver and perform this Agreement;
(b) the representations and warranties of each Loan Party contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Forbearance Effective Date (except with respect to the Specified Events of Default) as if made on and as of the Forbearance Effective Date, except where such representations and warranties expressly relate to an earlier date in which case such representations and warranties were true and correct in all material respects as of such earlier date;
(c) each Loan Party has granted to the Administrative Agent Liens on and security interests in all of such Loan Party’s assets to the extent required by the Loan Documents;
(d) the execution, delivery, and performance by each Loan Party of this Agreement, (i) have been duly authorized by all necessary corporate or limited liability company and, if required, stockholder or member action on the part of such Loan Party, (ii) does not and will not violate any applicable law or regulation applicable to such Loan Party or the charter, limited liability company agreement, by-laws or other organizational documents of such Loan Party or any order of any Governmental Authority, (iii) does not require any consent or approval of, registration or filing with (other than any disclosure filing), or any other action by, any Governmental Authority, except as have been made or obtained or made and are in full force;
(e) this Agreement constitutes the legal, valid and binding obligation of each Loan Party, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and
(f) attached hereto as Exhibit A is a true and complete list (with recent balance statements) of all Deposit Accounts of the Borrower and each Subsidiary, other than the XX Xxxx Collateral Account.
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SECTION 10. GOVERNING LAW. THIS AGREEMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
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(a) it has had the opportunity to consult with legal counsel of its own choice and has been afforded an opportunity to review this Agreement with legal counsel;
(b) it has carefully reviewed this Agreement and fully understands all terms and provisions of this Agreement;
(c) it has freely, voluntarily, knowingly, and intelligently entered into this Agreement of its own free will and volition;
(d) none of the Administrative Agent or the Lenders have a fiduciary relationship with any of the Loan Parties and the Loan Parties do not have a fiduciary relationship with the Administrative Agent or Lenders, and the relationship between the Administrative Agent and the Lenders, on the one hand, and the Loan Parties, on the other hand, is solely that of creditor and debtor; and
(e) no joint venture exists among the Loan Parties, the Administrative Agent and the Lenders.
If to the Borrower: | Xxx Energy Corporation 000 Xxxxxx Xxxxx Xxxxx Xxxxxxx, XX 00000 Attn: Xxx Xxxxxxx Tel: 000.000.0000 Email: xxxxxxxx@xxxxxxxxxxxxx.xxx | |
with a copy to:
Xxxxx Day 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000-0000 Attn: Xxxxx X. Xxxxxxxxx Tel: 000.000.0000 Email: xxxxxxxxxx@xxxxxxxx.xxx |
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If to the Administrative Agent or the Collateral Agent: | Xxxxxx, Xxxxxx Energy Servicer, LLC, as Administrative Agent and Collateral Agent c/o Cortland Capital Market Services LLC 000 X. Xxxxxxxxxx Xx. 00xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attn: Agency Services – Xxxxxx, Xxxxxx and Legal Department Email: XxxxxxXxxxxxXxxxxx@xxxxxxxxxxxxxx.xxx
and
xxxxx@xxxxxxxxxxxxxx.xxx Tele: 000-000-0000 Fax: 000-000-0000
with a copy to:
AG Energy Funding, LLC 000 Xxxx Xxx 00xx Xxxxx XXX, XX 00000 Attn: Xxxxx XxXxxxxx Email: xxxxxxxxx@xxxxxxxxxxxx.xxx;
and a copy to:
Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Tel: 000.000.0000 xxxxxx@xxxxxx.xxx | |
If to the Issuing Bank: | At the address provided in Section 12.01(a)(iii) of the Credit Agreement |
SECTION 16. ENTIRE AGREEMENT; AMENDMENT. THIS AGREEMENT EMBODIES THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO REGARDING THE ADMINISTRATIVE AGENT’S AND THE LENDERS’ FORBEARANCE WITH RESPECT TO THEIR RIGHTS AND REMEDIES WHICH MAY ARISE AS A RESULT OF THE SPECIFIED EVENTS OF DEFAULT AND SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSION OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO. The provisions of this Agreement may be amended or waived only by an instrument in writing signed by the Borrower, the Administrative Agent and the Lenders constituting the Majority Lenders under the Credit Agreement.
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XXX ENERGY CORPORATION | ||
By: | /s/ Xxxxxx X. Xxxxxxx | |
Name: Xxxxxx X. Xxxxxxx | ||
Title: President and CEO | ||
GUARANTORS: | ||
XXX ENERGY I, LLC | ||
By: | /s/ Xxxxxx X. Xxxxxxx | |
Name: Xxxxxx X. Xxxxxxx | ||
Title: President and CEO | ||
XXX ENERGY OPERATING CORP. | ||
By: | /s/ Xxxxxx X. Xxxxxxx | |
Name: Xxxxxx X. Xxxxxxx | ||
Title: President and CEO | ||
PENNTEX RESOURCES ILLINOIS, INC. | ||
By: | /s/ Xxxxxx X. Xxxxxxx | |
Name: Xxxxxx X. Xxxxxxx | ||
Title: President and CEO | ||
XXX ENERGY IV, LLC | ||
By: | /s/ Xxxxxx X. Xxxxxxx | |
Name: Xxxxxx X. Xxxxxxx | ||
Title: President and CEO | ||
R.E. GAS DEVELOPMENT, LLC | ||
By: | /s/ Xxxxxx X. Xxxxxxx | |
Name: Xxxxxx X. Xxxxxxx | ||
Title: President and CEO |
[Xxx Energy Corporation – Limited Waiver and Third Forbearance Agreement]
XXXXXX, XXXXXX ENERGY SERVICER, LLC, as | ||
Administrative Agent, Collateral Agent and Lender |
By: | /s/ Xxxx Xxxxxxx | |
Name: Xxxx Xxxxxxx | ||
Title: Authorized Person |
[Xxx Energy Corporation – Limited Waiver and Third Forbearance Agreement]
Solely with respect to Section 3.2(b) hereto: | ||
MACQUARIE BANK LIMITED, as Issuing Bank | ||
By: | /s/ Xxxxxx XxXxxxxx | |
Name: Xxxxxx XxXxxxxx | ||
Title: Division Director, Legal Risk Management |
By: | /s/ Xxxxx Xxxxxxxx | |
Name: Xxxxx Xxxxxxxx | ||
Title: Division Director | ||
(POA Ref: #2468 dated 7 June 2017 expiring 31 March 2019, signed in Sydney) |
[Xxx Energy Corporation – Limited Waiver and Third Forbearance Agreement]
XXXXXX, XXXXXX ENERGY FUNDING, LLC, | ||
Lender | ||
By: | /s/ Xxxx Xxxxxxx | |
Name: Xxxx Xxxxxxx | ||
Title: Authorized Person |
[Signature Page to Forbearance Agreement]
CANYON DISTRESSED OPPORTUNITY MASTER FUND II, L.P., | ||
Lender | ||
By: | Canyon Capital Advisors LLC, | |
its Investment Advisor | ||
By: | /s/ Xxxxxxxx X. Xxxxxx | |
Name: Xxxxxxxx X. Xxxxxx | ||
Title: Authorized Signatory |
[Signature Page to Forbearance Agreement]
CANYON DISTRESSED OPPORTUNITY INVESTING FUND II, L.P., | ||
Lender | ||
By: | Canyon Capital Advisors LLC, | |
its Investment Advisor | ||
By: | /s/ Xxxxxxxx X. Xxxxxx | |
Name: Xxxxxxxx X. Xxxxxx | ||
Title: Authorized Signatory |
[Signature Page to Forbearance Agreement]
CANYON NZ-DOF INVESTING, L.P., | ||
Lender | ||
By: | Canyon Capital Advisors LLC, | |
its Investment Advisor | ||
By: | /s/ Xxxxxxxx X. Xxxxxx | |
Name: Xxxxxxxx X. Xxxxxx | ||
Title: Authorized Signatory |
[Signature Page to Forbearance Agreement]
CANYON VALUE REALIZATION FUND, L.P., | ||
Lender | ||
By: | Canyon Capital Advisors LLC, | |
its Investment Advisor | ||
By: | /s/ Xxxxxxxx X. Xxxxxx | |
Name: Xxxxxxxx X. Xxxxxx | ||
Title: Authorized Signatory |
[Signature Page to Forbearance Agreement]
MSD CREDIT OPPORTUNITY FUND, L.P., | ||
Lender | ||
By: | /s/ Xxxxxxx Xxxxxx | |
Name: Xxxxxxx Xxxxxx | ||
Title: Authorized Signatory |
[Signature Page to Forbearance Agreement]
AB Private Credit Investors Middle Market Direct Lending Fund, L.P. | ||
By: AB Private Credit Investors Middle Market Direct Lending Fund G.P. L.P., its General Partner | ||
By: | /s/ Xxxxx Xxxxxxxxx | |
Name: Xxxxx Xxxxxxxxx | ||
Title: Vice President |
[Signature Page to Forbearance Agreement]
AB ENERGY OPPORTUNITY FUND, L.P., | ||
Lender | ||
By: | /s/ Xxxxxx Xxxxxx | |
Name: Xxxxxx Xxxxxx | ||
Title: Co-Chief Investment Officer |
[Signature Page to Forbearance Agreement]
TAO Talents LLC, | ||
Lender | ||
By: | /s/ Xxxxxx Xxxxxxxx | |
Name: Xxxxxx Xxxxxxxx | ||
Title: Vice President |
[Signature Page to Forbearance Agreement]
TPG Specialty Lending, Inc., | ||
Lender | ||
By: | /s/ Xxxxxx Xxxxxxxx | |
Name: Xxxxxx Xxxxxxxx | ||
Title: Chief Executive Officer |
[Signature Page to Forbearance Agreement]
Schedule I
SPECIFIED EVENTS OF DEFAULT
1. The Borrower failed to timely deliver (i) its quarterly financial statements for the quarter ended December 31, 2017 on or before February 14, 2018 as required by Section 8.01(b) of the Credit Agreement and (ii) the related certificates required under Sections 8.01(c) and (e) of the Credit Agreement, the failure of which resulted in Defaults (the “Financial Statement Default”). The quarterly financial statements for the quarter ended December 31, 2017 were delivered on March 22, 2018 but the related certificates have not been delivered, which failure will become an Event of Default under Section 10.01(e)(ii) of the Credit Agreement if not remedied within the period stated therein.
2. Subsequent to the Financial Statement Default, on February 26, 2018, the Borrower presented a certificate to request a Delayed Draw Loan. In such certificate, the Borrower represented and warranted that no Defaults or Events of Default existed, and that as of such date all representations and warranties in the Credit Agreement were true and correct, which resulted in an Event of Default under Section 10.01(c) of the Credit Agreement (the “Borrowing Certificate Event of Default”).
3. The Borrower failed to provide the Administrative Agent prompt written notice of the Financial Statement Default or the Borrowing Certificate Event of Default which resulted in an Event of Default under Section 10.01(d) of the Credit Agreement.
4. The Borrower has not paid the approximately $23,504,242.44 in cash interest due April 1, 2018 (the “Interest Payment”) with respect to the Second Lien Notes and may fail to timely deliver financials or comply with other reporting obligations under the Second Lien Indenture, which constitutes an Event of Default under Section 10.01(f) of the Credit Agreement.
5. The Borrower’s annual audited financial statements for the fiscal year ending December 31, 2017 delivered under Section 8.01(a) of the Credit Agreement include a “going concern” qualification not permitted under such section, which qualification constitutes a Default, and which Default will become an Event of Default under Section 10.01(e)(ii) of the Credit Agreement if not remedied within the period specified therein.
6. The Borrower has failed to be in compliance with Section 8.19 of the Credit Agreement, which failure(s) may result in an Event of Default under Section 10.01(e)(ii) of the Credit Agreement if not remedied within the period stated therein.
7. The Borrower may fail to timely Cash Collateralize the LC Exposure, which failure would be a breach of Section 2.06(c)(i) and/or 2.06(j) of the Credit Agreement.
8. One or more Events of Default under Section 10.01(d) may exist or arise due to breaches of (x) Section 9.02 resulting from the existence of Debt consisting of accounts payable or accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services that does not meet all requirements of Section 9.02(b) or (y) Section 9.03 resulting from the existence of Liens that are not Excepted Liens as a result of the failure of such Liens to meet all requirements of clauses (c) or (d) or the proviso of the definition thereof.
9. As a result of or in connection with the foregoing Specified Events of Default, termination events and/or Events of Default may occur under one or more Swap Agreements, which may result in a Default under Section 8.20 of the Credit Agreement and an Event of Default under Section 10.01(e)(i) of the Credit Agreement.
10. The Borrower may fail to provide prompt written notice of any of the other Specified Events of Default, which failure would be an Event of Default under Section 10.01(d) of the Credit Agreement.
Schedule II
AMOUNT OF SECURED OBLIGATIONS1
Loans | $ | 221,000,000.00 | ||
Accrued and Unpaid Interest on Loans | $ | 3,072,897.57 | ||
Accrued and Unpaid Fees and Commissions | $ | 236,439.79 | ||
LC Exposure | $ | 31,986,649.05 |
1 | Amounts do not reflect other Secured Obligations that may now or hereafter be due and owing, including the Yield Maintenance Amount or Call Protection Amount as acknowledged and agreed by the Loan Parties pursuant to Section 2.1(b) of this Agreement. |
Exhibit A
Deposit Accounts
Account Name | Account Number | Balance | ||||||
XXX ENERGY OPERATING CORPORATION | XXXXXXXX9171 | $ | 2,503.57 | |||||
XXX ENERGY OPERATING CORP. | XXXXXX2717 | $ | 40,021.26 | |||||
R.E. GAS DEVELOPMENT, LLC | XXXXXXXX9126 | $ | 0.00 | |||||
XXX ENERGY CORPORATION | XXXXXXXX9139 | $ | 2,503.57 | |||||
XXX ENERGY I, LLC | XXXXXXXX9142 | $ | 0.00 | |||||
XXX ENERGY OPERATING CORPORATION | XXXXXXXX9155 | $ | 12,567,986.91 | |||||
XXX ENERGY OPERATING CORPORATION | XXXXXXXX9168 | $ | 11,917.24 |