NOTWITHSTANDING ANY CONTRARY PROVISION HEREOF, THE FUNDED DEBT OF
BORROWER AND ITS SUBSIDIARIES (EXCLUDING EXCLUDED FUNDED DEBT, BUT INCLUDING ALL
OTHER FUNDED DEBT DESCRIBED IN THIS SECTION 12.10) SHALL NOT AT ANY TIME EXCEED
AN AGGREGATE PRINCIPAL AMOUNT OF $310,000,000.00.
1.7
SCHEDULE 1.
SCHEDULE 1 IS DELETED AND REPLACED WITH THE
SCHEDULE 1 ATTACHED HERETO.
1.8
EXHIBITS.
EXHIBIT D (COMPLIANCE CERTIFICATE) AND EXHIBIT E
(BORROWING BASE CERTIFICATE) ARE DELETED AND REPLACED WITH THE EXHIBITS D AND E
ATTACHED HERETO.
2.
CONDITIONS PRECEDENT.
THE EFFECTIVENESS OF THIS AGREEMENT
IS SUBJECT TO SATISFACTION OF EACH OF THE FOLLOWING CONDITIONS:
2.1
AGENT HAS RECEIVED EXECUTED ORIGINALS OF THIS AGREEMENT, A NEW
REVOLVING NOTE, AND SUCH OTHER LOAN DOCUMENTS AS AGENT REQUIRES AND BORROWER AND
EACH GUARANTOR HAVE PROVIDED SUCH INFORMATION AND SATISFIED SUCH REQUIREMENTS AS
AGENT REASONABLY REQUIRES.
2.2
NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING UNDER THE LOAN
AGREEMENT, OR WILL EXIST AFTER GIVING EFFECT TO THE TRANSACTIONS CONTEMPLATED
HEREBY AND THE AMENDMENTS MADE BY THIS AGREEMENT.
2.3
ALL REPRESENTATIONS AND WARRANTIES IN THE LOAN AGREEMENT AND IN
THIS AGREEMENT ARE TRUE AND CORRECT AS OF THE DATE OF THIS AGREEMENT.
3.
DEFINED TERMS.
CAPITALIZED TERMS NOT OTHERWISE DEFINED
HEREIN SHALL HAVE THE MEANINGS GIVEN TO SUCH TERMS IN THE LOAN AGREEMENT.
4.
REAFFIRMATION; RELEASE.
BY SIGNING THIS AGREEMENT OR THE
ATTACHED ACKNOWLEDGMENT:
4.1
REAFFIRMATION.
BORROWER AND EACH GUARANTOR (EACH, A "LOAN
PARTY") AFFIRM THAT THE REPRESENTATIONS AND WARRANTIES IN EACH OF THE EXISTING
LOAN DOCUMENTS ARE AND WILL BE TRUE, CORRECT AND COMPLETE AS OF THE DATE HEREOF,
AND AGREE THAT (I) EXCEPT AS AMENDED PREVIOUSLY OR IN CONNECTION HEREWITH, EACH
LOAN DOCUMENT IS AND SHALL REMAIN VALID AND ENFORCEABLE IN ACCORDANCE WITH ITS
TERMS AND (II) SUCH BORROWER OR GUARANTOR HAS NO CLAIMS, DEFENSES, SETOFFS,
COUNTERCLAIMS OR CLAIMS FOR RECOUPMENT AGAINST AGENT, THE LENDERS, OR THE
INDEBTEDNESS AND OBLIGATIONS REPRESENTED BY THE NOTES, GUARANTIES, SECURITY
DOCUMENTS AND OTHER LOAN DOCUMENTS.
4.2
RELEASE.
EACH LOAN PARTY HEREBY RELEASES, ACQUITS, AND FOREVER
DISCHARGES AGENT, EACH LENDER, THEIR PARENT CORPORATIONS, AFFILIATES,
SUBSIDIARIES, EMPLOYEES, SUCCESSORS, AGENTS, ASSIGNS, REPRESENTATIVES, AND
ATTORNEYS (COLLECTIVELY, "LENDERS' AGENTS"), AND EACH OF THEM, OF AND FROM ANY
AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES, ACTIONS, CAUSES OF ACTION,
DEFENSES, COUNTERCLAIMS, SETOFFS, OR CLAIMS FOR RECOUPMENT OF WHATSOEVER NATURE,
WHETHER KNOWN OR UNKNOWN, WHETHER IN CONTRACT OR TORT OR OTHERWISE, ARISING
DIRECTLY OR
Page 3
INDIRECTLY FROM, OR IN ANY WAY RELATED TO THE LOAN AGREEMENT, THIS AGREEMENT,
THE GUARANTIES AND THE OTHER LOAN DOCUMENTS, ANY OTHER INDEBTEDNESS OR
OBLIGATIONS OF ANY LOAN PARTY TO AGENT OR ANY ONE OR MORE OF THE LENDERS OR TO
THE RELATIONSHIP BETWEEN ANY LOAN PARTY AND AGENT, ANY LENDER, OR LENDERS'
AGENTS.
5.
REFERENCES.
ON AND AFTER THE EFFECTIVE DATE OF THIS
AGREEMENT, ALL REFERENCES IN THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS TO
THE LOAN AGREEMENT SHALL BE DEEMED TO REFER TO THE LOAN AGREEMENT AS AMENDED
HEREBY.
6.
REPRESENTATIONS AND WARRANTIES. EACH LOAN PARTY REPRESENTS
AND WARRANTS TO AGENT AND