term
hereof for the Applicable Margin (and Letter of Credit Rate) and Commitment Fee
based upon the Utilization Percentage on such day as follows:
Applicable Margin
Pricing
Level
Utilization
Percentage
Base Rate Loan
(bps)
LIBO Rate
Loan/Letter of
Credit Rate
(bps)
Commitment Fee
(bps)
Level IV
90% or more
75.0
225.0
50.0
Level III
60% or more but
less than 90%
50.0
200.0
37.5
Level II
30% or more but
less than 60%
25.0
175.0
37.5
Level I
less than 30%
0.0
150.0
37.5
(E)
THE DEFINITION OF "QUALIFYING IPO" IS DELETED IN ITS ENTIRETY.
(F)
THE DEFINITION OF "SECOND LIEN TERM LOAN AGREEMENT" IS HEREBY
AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:
"Second Lien Term Loan Agreement" means that certain Term Loan Agreement dated
as of May 7, 2007, among the Company, the Guarantors party thereto, the several
lenders from time to time party thereto, Credit Suisse, Cayman Islands Branch,
as Administrative Agent, Credit Suisse Securities (USA) LLC and UBS Securities
LLC, as Joint Lead Arrangers, and Lehman Brothers Inc. and BMO Capital Markets
Corp., as Co-Arrangers, which amends and restates that certain Amended and
Restated Term Loan Agreement dated as of March 30, 2006, among the Borrower, the
subsidiary guarantors parties thereto, the lenders parties thereto, and the
Administrative Agent, among others, as such may be further amended, restated,
supplemented or otherwise modified in accordance with the terms hereof.
(G)
SECTION 8.2(F) IS HEREBY AMENDED TO DELETE THE PHRASE "OTHER THAN
THE NON-HASTINGS TEXAS OIL AND GAS PROPERTIES" FOLLOWING "IN OIL AND GAS
PROPERTIES" IN THE FIRST AND SECOND LINES THEREOF.
3
(H)
SECTION 8.2(I) IS HEREBY AMENDED BY DELETING THE ENTIRETY OF
SECTION 8.2(I) AND REPLACING THE TEXT THEREOF WITH "[INTENTIONALLY OMITTED];
OR".
(I)
SECTION 8.5(B) IS HEREBY AMENDED AND RESTATED TO READ IN ITS
ENTIRETY AS FOLLOWS:
"(B) INDEBTEDNESS INCURRED PURSUANT TO THE SECOND LIEN TERM LOAN AGREEMENT IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $500,000,000."
(J)
SECTION 8.9 IS HEREBY AMENDED AND RESTATED TO READ IN ITS
ENTIRETY AS FOLLOWS:
"Section 8.9
Restricted Payments.
The Company and each Guarantor
shall not, and shall not permit any of its respective Subsidiaries to, directly
or indirectly, (i) purchase, redeem or otherwise acquire for value any
membership interests, partnership interests, capital accounts, shares of its
capital stock or any warrants, rights or options to acquire such membership
interests, partnership interests or shares, now or hereafter outstanding from
its members, partners or stockholders (other than from its members, partners or
stockholders that are Loan Parties); (ii) declare or pay any distribution,
dividend or return capital to its members, partners or stockholders (other than
to its members, partners or stockholders that are Loan Parties), or make any
distribution of assets in cash or in kind to its members, partners or
stockholders (other than members, partners or stockholders that are Loan
Parties); or (iii) make any payment or prepayment of principal of, premium, if
any, or interest on, or redemption, purchase, retirement, defeasance (including
in-substance or