PROVIDED FOR IN THIS SECTION 2
SHALL BE CONSIDERED AND
DEEMED TO BE THE OCTOBER 1, 2013 SCHEDULED REDETERMINATION.
SECTION 3.
CONDITIONS.
THE AMENDMENTS TO THE CREDIT AGREEMENT SET FORTH IN
SECTION 1
OF THIS AMENDMENT AND THE REAFFIRMATION OF THE BORROWING BASE SET
FORTH IN SECTION 2 OF THIS AMENDMENT SHALL BE EFFECTIVE ON THE DATE THAT EACH OF
THE CONDITIONS SET FORTH IN THIS SECTION 3
IS SATISFIED (THE "TWELFTH AMENDMENT
EFFECTIVE DATE").
3.1
EXECUTION AND DELIVERY.
EACH LOAN PARTY AND THE REQUIRED
LENDERS SHALL HAVE EXECUTED AND DELIVERED THIS AMENDMENT AND ANY OTHER DOCUMENTS
REQUESTED BY THE ADMINISTRATIVE AGENT PRIOR TO THE DATE HEREOF, ALL IN FORM AND
SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT.
3.2
NO DEFAULT.
NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING
OR SHALL RESULT FROM THE EFFECTIVENESS OF THIS AMENDMENT.
3.3
OTHER DOCUMENTS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
SUCH OTHER INSTRUMENTS AND DOCUMENTS INCIDENTAL AND APPROPRIATE TO THE
TRANSACTION PROVIDED FOR HEREIN AS THE ADMINISTRATIVE AGENT OR ITS SPECIAL
COUNSEL MAY REASONABLY REQUEST PRIOR TO THE DATE HEREOF, AND ALL SUCH DOCUMENTS
SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT.
SECTION 4.
REPRESENTATIONS AND WARRANTIES OF THE BORROWER.
TO INDUCE THE
LENDERS TO ENTER INTO THIS AMENDMENT, THE BORROWER AND EACH GUARANTOR HEREBY
REPRESENTS AND WARRANTS TO THE LENDERS AS FOLLOWS:
4.1
REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES/FURTHER
ASSURANCES.
AFTER GIVING EFFECT TO THE AMENDMENTS CONTAINED HEREIN, EACH
REPRESENTATION AND WARRANTY OF THE BORROWER OR ANY GUARANTOR CONTAINED IN THE
CREDIT AGREEMENT, THE GUARANTY OR IN ANY OTHER LOAN DOCUMENT IS TRUE AND CORRECT
IN ALL MATERIAL RESPECTS ON THE DATE OF THIS AMENDMENT (EXCEPT THAT ANY
REPRESENTATION OR WARRANTY WHICH BY ITS TERMS WAS MADE AS OF A SPECIFIED DATE
SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ONLY AS OF SUCH SPECIFIED
DATE AND ANY REPRESENTATION OR WARRANTY WHICH IS QUALIFIED BY REFERENCE TO
"MATERIALITY" OR "MATERIAL ADVERSE EFFECT" IS TRUE AND CORRECT IN ALL RESPECTS).
4.2
CORPORATE AUTHORITY; NO CONFLICTS.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY THE BORROWER AND EACH GUARANTOR (TO THE EXTENT A PARTY HERETO OR
THERETO) OF THIS AMENDMENT AND ALL DOCUMENTS, INSTRUMENTS AND AGREEMENTS
CONTEMPLATED HEREIN ARE WITHIN THE BORROWER'S OR SUCH GUARANTOR'S CORPORATE OR
OTHER ORGANIZATIONAL POWERS, HAVE BEEN DULY AUTHORIZED BY NECESSARY ACTION AND
REQUIRE NO APPROVAL, CONSENT OR ACTION BY OR IN RESPECT OF, OR FILING WITH, ANY
COURT OR AGENCY OF GOVERNMENT.
4.3
ENFORCEABILITY.
THIS AMENDMENT CONSTITUTES THE VALID AND
BINDING OBLIGATION OF THE BORROWER ENFORCEABLE IN ACCORDANCE WITH ITS TERMS,
EXCEPT AS (I) THE ENFORCEABILITY THEREOF MAY BE LIMITED BY BANKRUPTCY,
INSOLVENCY OR SIMILAR LAWS AFFECTING CREDITOR'S RIGHTS GENERALLY, AND (II) THE
AVAILABILITY OF EQUITABLE REMEDIES MAY BE LIMITED BY EQUITABLE PRINCIPLES OF
GENERAL APPLICATION.
4.4
NO DEFAULT.
AS OF THE DATE OF THIS AMENDMENT, NO DEFAULT HAS
OCCURRED AND IS CONTINUING.
SECTION 5.
MISCELLANEOUS.
5.1
REAFFIRMATION OF LOAN DOCUMENTS AND LIENS.
ANY AND ALL OF THE
TERMS AND PROVISIONS OF THE CREDIT AGREEMENT AND THE