TO, THE
VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
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5.7 Payment of Expenses.
The Borrower agrees to pay or reimburse the
Administrative Agent for all of its out-of-pocket costs and expenses incurred in
connection with this First Amendment, any other documents prepared in connection
herewith and the transactions contemplated hereby, including, without
limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent.
5.8 Severability.
Any provision of this First Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
5.9 Successors and Assigns.
This Agreement shall be binding upon and inure to
the benefit of the parties hereto and its respective successors and assigns.
5.10 Release of Lenders.
IN CONSIDERATION OF THIS FIRST AMENDMENT AND, SUBJECT
TO THE CONDITIONS STATED HEREIN, THE BORROWER HEREBY RELEASES, ACQUITS, FOREVER
DISCHARGES, AND COVENANTS NOT TO SUE, THE ADMINISTRATIVE AGENT AND EACH OF THE
LENDERS, ALONG WITH ALL OF THEIR BENEFICIARIES, OFFICERS, DIRECTORS, AGENTS,
EMPLOYEES, SERVANTS, ATTORNEYS AND REPRESENTATIVES, AS WELL AS THEIR RESPECTIVE
HEIRS, EXECUTORS, LEGAL REPRESENTATIVES, ADMINISTRATORS, PREDECESSORS IN
INTEREST, SUCCESSORS AND ASSIGNS (EACH INDIVIDUALLY, A "RELEASED PARTY" AND
COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY AND ALL CLAIMS, DEMANDS, DEBTS,
LIABILITIES, SUITS, OFFSETS AGAINST THE INDEBTEDNESS EVIDENCED BY THE LOAN
DOCUMENTS AND ACTIONS, CAUSES OF ACTION OR CLAIMS FOR RELIEF OF WHATEVER KIND OR
NATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED BY BORROWER OR ANY
GUARANTOR, WHICH THE BORROWER, ANY GUARANTOR, OR ANY SUBSIDIARY MAY HAVE RELATED
TO ANY ACTIONS OR FACTS OCCURRING PRIOR TO THE DATE OF THIS FIRST AMENDMENT
AGAINST ANY RELEASED PARTY, FOR OR BY REASON OF ANY MATTER, CAUSE OR THING
WHATSOEVER OCCURRING ON OR PRIOR TO THE DATE OF THIS FIRST AMENDMENT, WHICH
RELATE TO, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY THE CREDIT AGREEMENT, ANY
NOTE, ANY SECURITY INSTRUMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
EVIDENCED THEREBY, INCLUDING, WITHOUT LIMITATION, ANY DISBURSEMENTS UNDER THE
CREDIT AGREEMENT, ANY NOTES, THE NEGOTIATION OF ANY OF THE CREDIT AGREEMENT, THE
NOTES, OR THE OTHER LOAN DOCUMENTS, THE TERMS THEREOF, OR THE APPROVAL,
ADMINISTRATION, ENFORCEMENT OR SERVICING THEREOF.
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
duly executed as of the date first written above.
BORROWER: PETRO RESOURCES CORPORATION
By:
/s/ Donald L. Kirkendall
Name:
Donald L. Kirkendall
Title:
President
ADMINISTRATIVE AGENT AND LENDER:
CIT CAPITAL USA INC.,
as Administrative Agent and as a Lender
By:
/s/ David Bornstein
David Bornstein
Vice
President
LENDER:
CIT BANK,
as a Lender
By:
/s/ Daniel Burnett
Name:
Daniel Burnett
Title:
Authorized Signatory
Signature Page to First Amendment to Credit Agreement
(Petro Resources Corporation)
S-3