10.01 is hereby amended by adding the
following at the end of such Section:
(o) an "Event of Default" shall occur under the Second Lien Term Loan Agreement.
2.16 Amendment to Section 10.02. Section 10.02(c) is hereby amended deleting
"All" and inserting "Subject to the Intercreditor Agreement, all".
2.17 Amendment to Section 11.06. Section 11.06 is hereby amended by replacing
the term "Majority Lenders" in the first sentence thereof with the term
"Required Lenders".
2.18 Amendments to Section 12.02. Section 12.02 is hereby amended by
(i) deleting the word "or" at the end of clause (vii) thereof; (ii) adding the
word "or" immediately after clause (viii) thereof; (iii) 12.02(b)(viii) is
hereby amended by inserting ", "Required Lenders"" before "or any other
provision hereof"; and (iv) adding a new clause (ix) immediately following
clause (viii) thereof to read as follows:
(ix) waive or amend Section 9.02(i) or Section 9.02(j) without the prior written
consent of the Required Lenders
2.19 Amendment to Article XII. Article XII is hereby amended to add following
new Section 12.18 thereto:
Section 12.18 INTERCREDITOR AGREEMENT.
(a) EACH LENDER HEREBY (I) INSTRUCTS AND AUTHORIZES THE ADMINISTRATIVE AGENT TO
EXECUTE AND DELIVER THE INTERCREDITOR AGREEMENT ON ITS BEHALF, (II) AUTHORIZES
THE ADMINISTRATIVE AGENT TO EXERCISE ALL OF THE ADMINISTRATIVE AGENT'S RIGHTS
AND TO COMPLY WITH ALL OF ITS OBLIGATIONS UNDER THE INTERCREDITOR AGREEMENT, AND
(III) UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT AT ALL TIMES FOLLOWING THE
EXECUTION AND DELIVERY OF THE INTERCREDITOR AGREEMENT SUCH LENDER (AND EACH OF
ITS SUCCESSORS AND ASSIGNS) SHALL BE BOUND BY THE TERMS THEREOF.
(b) EACH LENDER ACKNOWLEGES THAT IT HAS REVIEWED AND IS SATISFIED WITH THE TERMS
AND PROVISIONS OF THE INTERCREDITOR AGREEMENT AND ACKNOWLEGES AND AGREES THAT
SUCH LENDER IS RESPONSIBLE FOR MAKING ITS OWN ANALYSIS AND REVIEW OF THE
INTERCREDITOR AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NO AGENT OR
ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER AS TO THE
SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR
AGREEMENT.
Page 10
2.20 Amendment to Exhibit D-1 and D-2. Exhibit D-1 and Exhibit D-2 to the Credit
Agreement are hereby superseded and replaced by the Exhibit D-1 and Exhibit D-2,
respectively, to this Eighth Amendment.
Section 3. Borrowing Base Increase. For the period from and including the Eighth
Amendment Effective Date (as defined below) to but excluding the next
Redetermination Date, the amount of the Borrowing Base shall be equal to
$255,000,000. Notwithstanding the foregoing, the Borrowing Base may be subject
to further adjustments from time to time pursuant to Sections 2.07(e), 2.07(f),
8.13(c) or 9.12(d) of the Credit Agreement.
Section 4. Acknowledgement and Consent to Amendment to Guaranty and Collateral
Agreement. Pursuant to Section 12.02 of the Credit Agreement, each Lender party
hereto hereby acknowledges and consents to that certain First Amendment to the
Guaranty and Collateral Agreement among the Borrower, Grantors (as such term is
defined therein) and Administrative Agent dated as of even date herewith.
Section 5. Conditions Precedent. This Eighth Amendment shall