INCREASING ANY RESERVES WITH RESPECT TO THE BORROWING BASE, WHICH THE
ADMINISTRATIVE AGENT DEEMS NECESSARY IN ITS REASONABLE DISCRETION.
4
SECTION 4.
WAIVER.
IT IS HEREBY AGREED AND UNDERSTOOD THAT, SUBJECT TO THE
COMPLETE FULFILLMENT AND PERFORMANCE OF THE CONDITIONS PRECEDENT SET FORTH IN
SECTION 7 OF THIS AMENDMENT, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY
WAIVES THE EXISTING COVENANT DEFAULTS AND ALL OF THEIR RESPECTIVE RIGHTS AND
REMEDIES WITH RESPECT TO THE EXISTING COVENANT DEFAULTS.
THE WAIVER HEREUNDER
WILL NOT IN ANY WAY OPERATE AS (I) AN AMENDMENT OR MODIFICATION OF THE CREDIT
AGREEMENT OR ANY RELATED AGREEMENT, (II) A WAIVER OF REPAYMENT BY THE COMPANY OF
ANY PORTION OF THE OUTSTANDING OBLIGATIONS UNDER THE CREDIT AGREEMENT, OR (III)
A WAIVER OF, OR CONSENT WITH RESPECT TO, ANY EXISTING OR FUTURE EVENT OF
DEFAULT, OR A WAIVER OR ABANDONMENT TO ANY RIGHT OR REMEDY AVAILABLE TO THE
LENDER WITH RESPECT TO ANY SUCH EVENT OF DEFAULT, ALL OF WHICH RIGHTS ARE
RESERVED.
SECTION 5.
REVOLVING LOAN NOTE AND TERM LOAN NOTE.
IT IS HEREBY AGREED AND
UNDERSTOOD THAT THE REVOLVING LOAN NOTE AND THE TERM LOAN NOTE REMAIN IN FULL
FORCE AND EFFECT AND THAT THE OBLIGATIONS EVIDENCED THEREBY REMAIN DUE AND
PAYABLE ON THE TERMS SET FORTH THEREIN AND IN THE CREDIT AGREEMENT (AS MODIFIED
BY THIS AMENDMENT).
SECTION 6.
AMENDMENT OF THE LOAN DOCUMENTS.
IT IS HEREBY AGREED AND UNDERSTOOD
BY THE ADMINISTRATIVE AGENT, EACH LENDER AND THE COMPANY THAT, SUBJECT TO THE
COMPLETE FULFILLMENT AND PERFORMANCE OF THE CONDITIONS PRECEDENT SET FORTH IN
SECTION 7 OF THIS AMENDMENT AND EFFECTIVE AS OF THE EFFECTIVE DATE OF THIS
AMENDMENT, EACH REFERENCE TO THE CREDIT AGREEMENT, THE REVOLVING LOAN, THE TERM
LOAN, THE REVOLVING LOAN NOTE, THE TERM LOAN NOTE, AND/OR ANY OTHER DEFINED
TERMS OR ANY LOAN DOCUMENTS IN ANY LOAN DOCUMENTS SHALL BE DEEMED TO BE A
REFERENCE TO ANY SUCH DEFINED TERMS OR SUCH AGREEMENTS AS SUCH TERMS OR
AGREEMENTS ARE AMENDED OR MODIFIED BY THIS AMENDMENT.
ANY BREACH OF ANY
REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT CONTAINED IN THIS AMENDMENT
SHALL BE DEEMED TO BE AN EVENT OF DEFAULT FOR ALL PURPOSES OF THE CREDIT
AGREEMENT.
SECTION 7.
CONDITIONS PRECEDENT.
THE EFFECTIVENESS OF THIS AMENDMENT AND THE
OBLIGATIONS OF THE ADMINISTRATIVE AGENT AND EACH LENDER HEREUNDER ARE SUBJECT TO
THE SATISFACTION, OR WAIVER BY THE ADMINISTRATIVE AGENT, OF THE FOLLOWING
CONDITIONS PRECEDENT ON OR BEFORE THE DATE HEREOF (UNLESS OTHERWISE PROVIDED OR
AGREED TO BY THE ADMINISTRATIVE AGENT) IN ADDITION TO THE CONDITIONS PRECEDENT
SPECIFIED IN SECTION 12.2 OF THE CREDIT AGREEMENT:
A.
THE COMPANY SHALL HAVE (I) PAID TO THE
ADMINISTRATIVE AGENT, FOR ITS BENEFIT AND THE RATABLE BENEFIT OF EACH LENDER, A
WAIVER AND AMENDMENT FEE OF $20,000, AND (II) PAID AND/OR REIMBURSED ALL
REASONABLE FEES, COSTS AND EXPENSES RELATING TO THIS AMENDMENT AND OWED TO THE
LENDER PURSUANT TO THE CREDIT AGREEMENT IN CONNECTION WITH THIS AMENDMENT.
B.
THE COMPANY SHALL HAVE DELIVERED, OR
CAUSED TO BE DELIVERED, ORIGINAL FULLY COMPLETED,