Oral Agreements. THIS WRITTEN AGREEMENT AND THE LOAN DOCUMENTS, AS DEFINED IN THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder of this page intentionally left blank. Signature page follows.] EXECUTED as of the date first above written. BORROWERS: MARINER ENERGY, INC. By: /s/ Rxxx X. Xxxxxx Rxxx X. Xxxxxx Vice President and Chief Financial Officer MARINER ENERGY RESOURCES, INC. By: /s/ Rxxx X. Xxxxxx Rxxx X. Xxxxxx Vice President and Chief Financial Officer ADMINISTRATIVE AGENT: UNION BANK OF CALIFORNIA, N.A., as Administrative Agent and as Issuing Lender By: /s/ Dxxxxx Xxxxxxxxx Dxxxxx Xxxxxxxxx Senior Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) LENDERS: UNION BANK OF CALIFORNIA, N.A. By: /s/ Dxxxxx Xxxxxxxxx Dxxxxx Xxxxxxxxx Senior Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) BNP PARIBAS By: /s/ Gxxx Xxxxxxx Name: Gxxx Xxxxxxx Title: Vice President By: /s/ Pxxxx Xxxxxx Name: Pxxxx Xxxxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) JX XXXXXX CHASE BANK, N.A. By: /s/ Cxxxxxx Xxxxxxxxx-Xxxxx Name: Cxxxxxx Xxxxxxxxx-Xxxxx Title: Senior Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) NATEXIS BANQUES POPULAIRES By: /s/ Dxxxxxx X. Xxxxxxxxx Name: Dxxxxxx X. Xxxxxxxxx Title: Vice President & Group Manager By: /s/ Txxxxxx X. Xxxxxxx Name: Txxxxxx X. Xxxxxxx Title: Vice President & Group Manager Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) GUARANTY BANK By: /s/ Kxxxx X. Xxxxxx III Name: Kxxxx X. Xxxxxx III Title: Senior Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) CALYON NEW YORK BRANCH By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Vice President By: /s/ Bxxxxxxx Cord’homme Name: Bxxxxxxx Cord’homme Title: Director Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) AMEGY BANK NATIONAL ASSOCIATION By: /s/ Kxxxxxx X. Xxxxxx, III Name: Kxxxxxx X. Xxxxxx, III Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN, NEW YORK BRANCH By: /s/ Wxxxxxx X. Xxxx Name: Wxxxxxx X. Xxxx Title: Senior Vice President By: /s/ Rxxxxxx X. Xxxxxxxx Name: Rxxxxxx X. Xxxxxxxx Title: First Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) CITICORP USA, INC. By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) WXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Jo Axx Xxxxxxx Name: Jo Axx Xxxxxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) HXXXXX XXXXXXX FINANCING, INC. By: /s/ Jxxxx X. Xxxxxx Name: Jxxxx X. Xxxxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) COMERICA BANK By: /s/ Jxxx Xxxxxx Name: Jxxx Xxxxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) SCHEDULE I PRICING GRID Applicable Margins Utilization Reference Rate Eurodollar Level* Advances Rate Advances Commitment Fee Level I 0.000 % 1.25 % 0.375 % Level II 0.000 % 1.50 % 0.375 % Level III 0.250 % 1.75 % 0.250 % Level IV 0.500 % 2.00 % 0.250 % * Utilization Levels are described below and are determined in accordance with the definition of “Utilization Level.”
Appears in 2 contracts
Samples: Credit Agreement (Mariner Energy Inc), Credit Agreement (Mariner Energy Resources, Inc.)
Oral Agreements. THIS WRITTEN AGREEMENT AND THE LOAN DOCUMENTS, AS DEFINED IN THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder of this page intentionally left blank. Signature page follows.] EXECUTED as of the date first above written. BORROWERSBORROWER: MARINER ENERGY, INC. By: /s/ Rxxx X. Xxxxxx Rxxx X. Xxxxxx Vice President and Chief Financial Officer MARINER ENERGY CONTINENTAL RESOURCES, INC. By: /s/ Rxxx Xxxx X. Xxxxxx Rxxx Xxxx Xxxx X. Xxxxxx Xxxx Vice President and President, Chief Financial Officer and Treasurer ADMINISTRATIVE AGENT: , SWING LINE LENDER, ISSUING LENDER, AND LENDERS UNION BANK OF CALIFORNIABANK, N.A., as Administrative Agent Agent, Issuing Lender, Swing Line Lender and as Issuing a Lender By: /s/ Dxxxxx Xxxxxxx Xxxxxxxxx Dxxxxx Xxxxxxx Xxxxxxxxx Senior Vice President Signature page to Seventh Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Continental Resources, Inc.) LENDERS: UNION COMPASS BANK OF CALIFORNIA, N.A. By: /s/ Dxxxxx Xxxxxxxxx Dxxxxx Xxxxxxxxx Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxxxxxxx X. Xxxxxx Title: Senior Vice President Signature page to Seventh Amended and Restated Credit Agreement (Mariner EnergyContinental Resources, Inc. Inc.) THE ROYAL BANK OF SCOTLAND plc By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Senior Vice President Signature page to Seventh Amended and Mariner Energy Restated Credit Agreement (Continental Resources, Inc.) BNP PARIBAS By: /s/ Gxxx Xxxxxxx Xxxx X. Xxxxx Name: Gxxx Xxxxxxx Xxxx X. Xxxxx Title: Vice President Managing Director By: /s/ Pxxxx Xxxxx Xxxxxx Name: Pxxxx Xxxxx Xxxxxx Title: Director Signature page to Seventh Amended and Restated Credit Agreement (Continental Resources, Inc.) U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Senior Vice President Signature page to Seventh Amended and Restated Credit Agreement (Continental Resources, Inc.) BANK OF AMERICA, N.A. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President Signature page to Seventh Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Continental Resources, Inc.) JX XXXXXX XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ J. Xxxx Xxxxxxxxx Name: J. Xxxx Xxxxxxxxx Title: Managing Director Signature page to Seventh Amended and Restated Credit Agreement (Continental Resources, Inc.) CAPITAL ONE, N.A. By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Senior Vice President Signature page to Seventh Amended and Restated Credit Agreement (Continental Resources, Inc.) JPMORGAN CHASE BANK, N.A. By: /s/ Cxxxxxx Xxxxxxxxx-Xxxx X. Xxxxx Name: Cxxxxxx XxxxxxxxxXxxx X. Xxxxx Title: Vice President Signature page to Seventh Amended and Restated Credit Agreement (Continental Resources, Inc.) TORONTO DOMINION (NEW YORK) LLC By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Authorized Signatory Signature page to Seventh Amended and Restated Credit Agreement (Continental Resources, Inc.) UBS LOAN FINANCE LLC By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Associate Director By: /s/ Xxxxx Xxxxxx Nanton Name: Xxxxx Xxxxxx-Xxxxxx Title: Director Signature page to Seventh Amended and Restated Credit Agreement (Continental Resources, Inc.) BANK OF SCOTLAND plc By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Assistant Vice President Signature page to Seventh Amended and Restated Credit Agreement (Continental Resources, Inc.) STERLING BANK By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Senior Vice President Signature page to Seventh Amended and Restated Credit Agreement (Continental Resources, Inc.) TEXAS CAPITAL BANK, N.A. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Senior Vice President Signature page to Seventh Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) NATEXIS BANQUES POPULAIRES By: /s/ Dxxxxxx X. Xxxxxxxxx Name: Dxxxxxx X. Xxxxxxxxx Title: Vice President & Group Manager By: /s/ Txxxxxx X. Xxxxxxx Name: Txxxxxx X. Xxxxxxx Title: Vice President & Group Manager Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) GUARANTY BANK By: /s/ Kxxxx X. Xxxxxx III Name: Kxxxx X. Xxxxxx III Title: Senior Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) CALYON NEW YORK BRANCH By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Vice President By: /s/ Bxxxxxxx Cord’homme Name: Bxxxxxxx Cord’homme Title: Director Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) AMEGY BANK NATIONAL ASSOCIATION By: /s/ Kxxxxxx X. Xxxxxx, III Name: Kxxxxxx X. Xxxxxx, III Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN, NEW YORK BRANCH By: /s/ Wxxxxxx X. Xxxx Name: Wxxxxxx X. Xxxx Title: Senior Vice President By: /s/ Rxxxxxx X. Xxxxxxxx Name: Rxxxxxx X. Xxxxxxxx Title: First Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) CITICORP USA, INC. By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) WXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Jo Axx Xxxxxxx Name: Jo Axx Xxxxxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) HXXXXX XXXXXXX FINANCING, INC. By: /s/ Jxxxx X. Xxxxxx Name: Jxxxx X. Xxxxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) COMERICA BANK By: /s/ Jxxx Xxxxxx Name: Jxxx Xxxxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Continental Resources, Inc.) SCHEDULE I Applicable Margins PRICING GRID Applicable Margins Utilization Level Eurodollar Rate Advances Reference Rate Eurodollar Level* Advances Rate Advances Letter of Credit Fee Commitment Fee Level I 0.000 Equal to or greater than 90% 2.75 % 1.75 % 2.75 % 0.50 % Level II Less than 90% but equal to or greater than 75% 2.50 % 1.50 % 2.50 % 0.50 % Level III Less than 75% but equal to or greater than 50% 2.25 % 1.25 % 0.375 2.25 % 0.50 % Level II 0.000 IV Less than 50% 1.50 but equal to or greater than 25% 0.375 2.00 % 1.00 % 2.00 % 0.50 % Level III 0.250 V Less than 25% 1.75 % 0.250 0.75 % Level IV 0.500 1.75 % 2.00 0.50 % 0.250 % * Utilization Levels are described below Schedule I SCHEDULE II NOTICE INFORMATION AND COMMITMENTS Each of the commitments to lend set forth herein is governed by the terms of the Credit Agreement which provides for, among other things, borrowing base limitations which may restrict the Borrower’s ability to request (and are determined the Lenders’ obligation to provide) Credit Extensions to a maximum amount which is less than the commitments set forth in accordance this Schedule II. Administrative Agent/Issuing Lender/Swing Line Lender: Union Bank, N.A. Lincoln Plaza 000 X. Xxxxx Street, Suite 4200 Dallas, Texas 75201 Attention: Xx. Xxxxxxx Xxxxxxxxx / with the definition a copy to Xxxxxx Xxxxx Facsimile: 000-000-0000 Borrower: Continental Resources, Inc. 000 X. Xxxxxxxxxxxx Xxxx, Xxxxxxxx 00000 Attention: Xxxx Xxxx Facsimile: 000-000-0000 Lenders: Commitments Union Bank, N.A. $ 67,000,000.00 Compass Bank $ 64,500,000.00 The Royal Bank of “Utilization Level.”Scotland plc $ 64,500,000.00 BNP Paribas $ 64,500,000.00 U.S. Bank National Association $ 64,500,000.00 Bank of America, N.A. $ 55,000,000.00 Xxxxx Fargo Bank National Association $ 55,000,000.00 Capital One, N.A. $ 55,000,000.00 JPMorgan Chase Bank, N.A. $ 55,000,000.00 Toronto Dominion (New York) LLC $ 55,000,000.00 UBS Loan Finance LLC $ 55,000,000.00 Bank of Scotland plc $ 55,000,000.00 Sterling Bank $ 25,000,000.00 Texas Capital Bank, N.A. $ 15,000,000.00 Total: $ 750,000,000.00
Appears in 1 contract
Oral Agreements. PURSUANT TO SECTION 26.02 OF THE TEXAS BUSINESS AND COMMERCE CODE, AN AGREEMENT IN WHICH THE AMOUNT INVOLVED IN AGREEMENT EXCEEDS $50,000 IN VALUE IS NOT ENFORCEABLE UNLESS THE AGREEMENT IS IN WRITING AND SIGNED BY THE PARTY TO BE BOUND OR THAT PARTY’S AUTHORIZED REPRESENTATIVE. THE RIGHTS AND OBLIGATIONS OF THE PARTIES TO AN AGREEMENT SUBJECT TO THE PRECEDING PARAGRAPH SHALL BE DETERMINED SOLELY FROM THE WRITTEN AGREEMENT, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO THIS WRITTEN AGREEMENT Guaranty Agreement GUARANTY. THIS GUARANTY AND THE LOAN DOCUMENTS, AS DEFINED IN THIS AGREEMENT, CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder of this page intentionally left blank. Signature page follows.] EXECUTED Each Guarantor has caused this Guaranty to be duly executed as of the date first above written. BORROWERSGUARANTORS: MARINER ENERGY, CARBO CERAMICS INC. By: /s/ Rxxx X. Xxxxxx Rxxx X. Xxxxxx /S/ XXXXXXX XXXXXXXX III Name: Xxxxxxx Xxxxxxxx III Title: Vice President and Chief Financial Officer MARINER ENERGY RESOURCESFALCON TECHNOLOGIES AND SERVICES, INC. By: /s/ Rxxx X. Xxxxxx Rxxx X. Xxxxxx /S/ XXXXXXX XXXXXXXX III Name: Xxxxxxx Xxxxxxxx III Title: Vice President and Chief Financial Officer ADMINISTRATIVE AGENT: UNION BANK OF CALIFORNIASTRATAGEN, N.A., as Administrative Agent and as Issuing Lender INC. By: /s/ Dxxxxx Xxxxxxxxx Dxxxxx Xxxxxxxxx Senior Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) LENDERS: UNION BANK OF CALIFORNIA, N.A. By: /s/ Dxxxxx Xxxxxxxxx Dxxxxx Xxxxxxxxx Senior Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) BNP PARIBAS By: /s/ Gxxx Xxxxxxx Name: Gxxx Xxxxxxx Title: Vice President By: /s/ Pxxxx Xxxxxx Name: Pxxxx Xxxxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) JX XXXXXX CHASE BANK, N.A. By: /s/ Cxxxxxx Xxxxxxxxx-Xxxxx Name: Cxxxxxx Xxxxxxxxx-Xxxxx Title: Senior Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) NATEXIS BANQUES POPULAIRES By: /s/ Dxxxxxx X. Xxxxxxxxx Name: Dxxxxxx X. Xxxxxxxxx Title: Vice President & Group Manager By: /s/ Txxxxxx X. Xxxxxxx Name: Txxxxxx X. Xxxxxxx Title: Vice President & Group Manager Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) GUARANTY BANK By: /s/ Kxxxx X. Xxxxxx /S/ XXXXXXX XXXXXXXX III Name: Kxxxx X. Xxxxxx III Title: Senior Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) CALYON NEW YORK BRANCH By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Vice President By: /s/ Bxxxxxxx Cord’homme Name: Bxxxxxxx Cord’homme Title: Director Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) AMEGY BANK NATIONAL ASSOCIATION By: /s/ Kxxxxxx X. Xxxxxx, III Name: Kxxxxxx X. Xxxxxx, Xxxxxxx Xxxxxxxx III Title: Vice President Signature page and Chief Financial Officer Annex 1 to Amended the Guaranty Agreement SUPPLEMENT NO. dated as of (the “Supplement”), to the Guaranty Agreement dated as of April 27, 2016 (as amended, supplemented or otherwise modified from time to time, the “Guaranty Agreement”), among CARBO Ceramics Inc. (the “Borrower”), each Material Domestic Subsidiary of Borrower party thereto (individually, a “Guarantor” and Restated Credit Agreement (Mariner Energycollectively, Inc. the “Guarantors”) and Mariner Energy Resources, Inc.) DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN, NEW YORK BRANCH By: /s/ Wxxxxxx X. Xxxx Name: Wxxxxxx X. Xxxx Title: Senior Vice President By: /s/ Rxxxxxx X. Xxxxxxxx Name: Rxxxxxx X. Xxxxxxxx Title: First Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) CITICORP USA, INC. By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) WXXXX XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Jo Axx Xxxxxxx Name: Jo Axx Xxxxxxx Title: Vice President Signature page to Amended ASSOCIATION, as Administrative Agent (the “Administrative Agent”) for the benefit of the Administrative Agent and Restated Credit Agreement the Lenders (Mariner Energyas defined below, Inc. and Mariner Energy Resources, Inc.) HXXXXX XXXXXXX FINANCING, INC. By: /s/ Jxxxx X. Xxxxxx Name: Jxxxx X. Xxxxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) COMERICA BANK By: /s/ Jxxx Xxxxxx Name: Jxxx Xxxxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) SCHEDULE I PRICING GRID Applicable Margins Utilization Reference Rate Eurodollar Level* Advances Rate Advances Commitment Fee Level I 0.000 % 1.25 % 0.375 % Level II 0.000 % 1.50 % 0.375 % Level III 0.250 % 1.75 % 0.250 % Level IV 0.500 % 2.00 % 0.250 % * Utilization Levels are described below and are determined in accordance together with the definition of Administrative Agent, each a “Utilization LevelSecured Party”)).”
Appears in 1 contract
Oral Agreements. THIS WRITTEN AGREEMENT AND THE LOAN DOCUMENTS, AS DEFINED IN THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder of this page intentionally left blank. Signature page follows.] EXECUTED as of the date first above written. BORROWERSBORROWER: MARINER ENERGY, INC. By: /s/ Rxxx X. Xxxxxx Rxxx X. Xxxxxx Vice President and Chief Financial Officer MARINER ENERGY CONTINENTAL RESOURCES, INC. By: /s/ Rxxx X. Xxxxxx Rxxx X. Xxxxxx Xxxx Xxxx Xxxx Xxxx Vice President and Chief Financial Officer ADMINISTRATIVE AGENT: , ISSUING LENDER, AND LENDERS UNION BANK OF CALIFORNIA, N.A., as Administrative Agent Agent, Issuing Lender and as Issuing a Lender By: /s/ Dxxxxx Xxxxxxxxx Dxxxxx Xxxxxxxxx Xxxx Xxxxxxxx Xxxx Xxxxxxxx, Senior Vice President Signature page to Sixth Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Continental Resources, Inc.) LENDERS: UNION BANK OF CALIFORNIAGUARANTY BANK, N.A. FSB By: /s/ Dxxxxx Xxxxxxxxx Dxxxxx Xxxxxxxxx Senior Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) BNP PARIBAS By: /s/ Gxxx Xxxxxxx Xxxxxxxxxxx X. Parade Name: Gxxx Xxxxxxx Title: Vice President By: /s/ Pxxxx Xxxxxx Name: Pxxxx Xxxxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) JX XXXXXX CHASE BANK, N.A. By: /s/ Cxxxxxx Xxxxxxxxx-Xxxxx Name: Cxxxxxx Xxxxxxxxx-Xxxxx Xxxxxxxxxxx X. Parade Title: Senior Vice President Signature page to Sixth Amended and Restated Credit Agreement (Mariner EnergyContinental Resources, Inc. Inc.) FORTIS CAPITAL CORP. By: /s/ Xxxxxxxx de Lathauwer Name: Xxxxxxxx de Lathauwer Title: Senior Vice President By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: President Signature page to Sixth Amended and Mariner Energy Restated Credit Agreement (Continental Resources, Inc.) THE ROYAL BANK OF SCOTLAND plc By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President Signature page to Sixth Amended and Restated Credit Agreement (Continental Resources, Inc.) U.S. BANK NATIONAL ASSOCIATION By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Vice President Signature page to Sixth Amended and Restated Credit Agreement (Continental Resources, Inc.) BANK OF SCOTLAND, a Scottish Banking Corporation acting through its New York Branch By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Assistant Vice President Signature page to Sixth Amended and Restated Credit Agreement (Continental Resources, Inc.) NATEXIS BANQUES POPULAIRES By: /s/ Dxxxxxx Xxxxxxx X. Xxxxxxxxx Name: Dxxxxxx Xxxxxxx X. Xxxxxxxxx Title: Vice President & Group Manager By: /s/ Txxxxxx Xxxxx X. Xxxxxxx Xxxxxxx, III Name: Txxxxxx Xxxxx X. Xxxxxxx Xxxxxxx, III Title: Vice President & Group Manager Signature page to Sixth Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Continental Resources, Inc.) GUARANTY STERLING BANK By: /s/ Kxxxx Xxxxx X. Xxxxxx III Xxxxxxxx Name: Kxxxx Xxxxx X. Xxxxxx III Xxxxxxxx Title: Senior Vice President Signature page to Sixth Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Continental Resources, Inc.) CALYON NEW YORK BRANCH HIBERNIA NATIONAL BANK By: /s/ Mxxxxxx Xxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Xxxxxx Title: Vice Vice-President By: /s/ Bxxxxxxx Cord’homme Name: Bxxxxxxx Cord’homme Title: Director Signature page to Sixth Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Continental Resources, Inc.) AMEGY BANK NATIONAL ASSOCIATION TEXAS CAPITAL BANK, N.A. By: /s/ Kxxxxxx Xxxx X. Xxxxxx, III Xxxxxx Name: Kxxxxxx Xxxx X. Xxxxxx, III Xxxxxx Title: Senior Vice President Signature page to Sixth Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN, NEW YORK BRANCH By: /s/ Wxxxxxx X. Xxxx Name: Wxxxxxx X. Xxxx Title: Senior Vice President By: /s/ Rxxxxxx X. Xxxxxxxx Name: Rxxxxxx X. Xxxxxxxx Title: First Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) CITICORP USA, INC. By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) WXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Jo Axx Xxxxxxx Name: Jo Axx Xxxxxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) HXXXXX XXXXXXX FINANCING, INC. By: /s/ Jxxxx X. Xxxxxx Name: Jxxxx X. Xxxxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) COMERICA BANK By: /s/ Jxxx Xxxxxx Name: Jxxx Xxxxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Continental Resources, Inc.) SCHEDULE I Applicable Margins PRICING GRID Applicable Margins Utilization Level Eurodollar Rate Advances Reference Rate Eurodollar Level* Advances Rate Advances Letter of Credit Fee Commitment Fee Level I 0.000 Equal to or greater than 90% 1.25 1.75 % 0.00 % 1.75 % 0.375 % Level II 0.000 Less than 90% but equal to or greater than 75% 1.50 % 0.375 0.00 % 1.50 % 0.300 % Level III 0.250 Less than 75% 1.75 but equal to or greater than 50% 1.25 % 0.00 % 1.25 % 0.250 % Level IV 0.500 Less than 50% 2.00 1.00 % 0.250 0.00 % * Utilization Levels are described below and are determined in accordance with the definition of “Utilization Level.”1.00 % 0.200 % SCHEDULE II
Appears in 1 contract
Oral Agreements. THIS WRITTEN AGREEMENT AND AGREEMENT, THE LOAN DOCUMENTS, AND ANY HEDGE CONTRACTS WITH SWAP COUNTERPARTIES, AS DEFINED IN THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder of this page intentionally left blank. Signature page followspages follow.] EXECUTED as of the date first above written. BORROWERSBORROWER: MARINER ENERGYISRAMCO ONSHORE, INC. LLC By: /s/ Rxxx X. Xxxxxx Rxxx X. Xxxxxx Vice President and Chief Financial Officer MARINER ENERGY RESOURCES, INC. Name: Haim Tsuff Title: Manager ADMINISTRATIVE AGENT/ ISSUING LENDER/LENDER: SOCIÉTÉ GÉNÉRALE By: /s/ Rxxx X. Name: Title: SCHEDULE I ADDRESSES AND COMMITMENTS Addresses for Notices: Administrative Agent: Address for notices: Société Générale 0000 Xxxxx Xxxxxx, Suite 2020 Houston, Texas 77002 Attention: Xxxxx Xxxxxxx or Xxxxxx Rxxx X. Xxxxxxx Telephone: 000-000-0000 or 000-000-0000 Facsimile: 000-000-0000 E-Mail: xxxxx.xxxxxxx@xxxxx.xxx or xxxxxx.xxxxxxx@xxxxx.xxx Domestic Office and LIBOR Office: 000 Xxxxxxxxxx Xxxx - 00xx Xxxxx Xxxxxx Vice President Xxxx, XX 00000 Attention: Xxxxxx Xxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-Mail: xxxxxx.xxxxxxx@xxxxx.xxx Loan Parties: Isramco Onshore, LLC 0000 Xxxx Xxxx Xxxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000 Attention: Xxx Xxxxxxx or Xxxxxxx Xxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 E-Mail: xxxx@xxxxxxx-xxx.com or xxxxxx@xxxxxxx-xxx.com [SCHEDULE I TO CREDIT AGREEMENT] Commitments: Lender Commitment (subject to Borrowing Base) Pro Rata Share Société Générale $150,000,000 100.000% Total: $150,000,000 [SCHEDULE I TO CREDIT AGREEMENT] SCHEDULE 4.01 SUBSIDIARIES Grantor: Isramco Energy, L.L.C. Jurisdiction of Formation / Filing: Texas Type of Organization: Limited Liability Company Address where records for 0000 Xxxx Xxxx Xxxxx, Xxxxx 000 Collateral are kept: Xxxxxxx, Xxxxx 00000 Organizational Number: 0800748621 Federal Tax Identification Number: 00-0000000 Prior Names: None Grantor: Isramco Resources, LLC Jurisdiction of Formation / Filing: Texas Type of Organization: Limited Liability Company Address where records for 0000 Xxxx Xxxx Xxxxx, Xxxxx 000 Collateral are kept: Xxxxxxx, Xxxxx 00000 Organizational Number: 0800945972 Federal Tax Identification Number: 00-0000000 Prior Names: None [SCHEDULE 4.01 TO CREDIT AGREEMENT] Grantor: Xxx Petroleum, L.L.C. Jurisdiction of Formation / Filing: Texas Type of Organization: Limited Liability Company Address where records for 0000 Xxxx Xxxx Xxxxx, Xxxxx 000 Collateral are kept: Xxxxxxx, Xxxxx 00000 Organizational Number: 0701774922 Federal Tax Identification Number: 00-0000000 Prior Names: None Grantor: Field Trucking and Chief Financial Officer ADMINISTRATIVE AGENTServices, LLC Jurisdiction of Formation / Filing: UNION BANK Texas Type of Organization: Limited Liability Company Address where records for 0000 Xxxx Xxxx Xxxxx, Xxxxx 000 Collateral are kept: Xxxxxxx, Xxxxx 00000 Organizational Number: 0000000000 Federal Tax Identification Number: 00-0000000 Prior Names: None [SCHEDULE 4.01 TO CREDIT AGREEMENT] SCHEDULE 4.05 EXISTING DEBT None. [SCHEDULE 4.05 TO CREDIT AGREEMENT] SCHEDULE 4.07 LITIGATION None. [SCHEDULE 4.07 TO CREDIT AGREEMENT] SCHEDULE 4.11 TAXES None. [SCHEDULE 4.11 TO CREDIT AGREEMENT] SCHEDULE 4.17 GAS IMBALANCES None. [SCHEDULE 4.17 TO CREDIT AGREEMENT] SCHEDULE 4.20 HEDGING AGREEMENTS None. [SCHEDULE 4.20 TO CREDIT AGREEMENT] SCHEDULE 4.21 MATERIAL CONTRACTS None. [SCHEDULE 4.21 TO CREDIT AGREEMENT] SCHEDULE 6.07 AFFILIATE TRANSACTIONS None. [SCHEDULE 6.07 TO CREDIT AGREEMENT] EXHIBIT A FORM OF CALIFORNIAASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]1 Assignor identified in item 1 below ([the][each, N.A.an] “Assignor”) and [the][each]2 Assignee identified in item 2 below ([the][each, as Administrative Agent an] “Assignee”). [It is understood and as Issuing Lender By: /s/ Dxxxxx Xxxxxxxxx Dxxxxx Xxxxxxxxx Senior Vice President Signature page agreed that the rights and obligations of [the Assignors][the Assignees]3 hereunder are several and not joint.]4 Capitalized terms used but not defined herein shall have the meanings given to Amended and Restated them in the Credit Agreement identified below (Mariner Energyas amended, Inc. supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Mariner Energy ResourcesConditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, Inc.) LENDERS: UNION BANK OF CALIFORNIA[the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], N.A. By: /s/ Dxxxxx Xxxxxxxxx Dxxxxx Xxxxxxxxx Senior Vice President Signature page and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) BNP PARIBAS By: /s/ Gxxx Xxxxxxx Name: Gxxx Xxxxxxx Title: Vice President By: /s/ Pxxxx Xxxxxx Name: Pxxxx Xxxxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) JX XXXXXX CHASE BANK, N.A. By: /s/ Cxxxxxx Xxxxxxxxx-Xxxxx Name: Cxxxxxx Xxxxxxxxx-Xxxxx Title: Senior Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) NATEXIS BANQUES POPULAIRES By: /s/ Dxxxxxx X. Xxxxxxxxx Name: Dxxxxxx X. Xxxxxxxxx Title: Vice President & Group Manager By: /s/ Txxxxxx X. Xxxxxxx Name: Txxxxxx X. Xxxxxxx Title: Vice President & Group Manager Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) GUARANTY BANK By: /s/ Kxxxx X. Xxxxxx III Name: Kxxxx X. Xxxxxx III Title: Senior Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) CALYON NEW YORK BRANCH By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Vice President By: /s/ Bxxxxxxx Cord’homme Name: Bxxxxxxx Cord’homme Title: Director Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) AMEGY BANK NATIONAL ASSOCIATION By: /s/ Kxxxxxx X. Xxxxxx, III Name: Kxxxxxx X. Xxxxxx, III Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN, NEW YORK BRANCH By: /s/ Wxxxxxx X. Xxxx Name: Wxxxxxx X. Xxxx Title: Senior Vice President By: /s/ Rxxxxxx X. Xxxxxxxx Name: Rxxxxxx X. Xxxxxxxx Title: First Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) CITICORP USA, INC. By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) WXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Jo Axx Xxxxxxx Name: Jo Axx Xxxxxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) HXXXXX XXXXXXX FINANCING, INC. By: /s/ Jxxxx X. Xxxxxx Name: Jxxxx X. Xxxxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) COMERICA BANK By: /s/ Jxxx Xxxxxx Name: Jxxx Xxxxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) SCHEDULE I PRICING GRID Applicable Margins Utilization Reference Rate Eurodollar Level* Advances Rate Advances Commitment Fee Level I 0.000 % 1.25 % 0.375 % Level II 0.000 % 1.50 % 0.375 % Level III 0.250 % 1.75 % 0.250 % Level IV 0.500 % 2.00 % 0.250 % * Utilization Levels are described below and are determined in accordance with the definition Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including without limitation any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Utilization LevelAssigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor.”
Appears in 1 contract
Samples: Credit Agreement (Isramco Inc)
Oral Agreements. THIS WRITTEN AGREEMENT AND THE LOAN DOCUMENTS, AS DEFINED IN THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder of this page intentionally left blank. Signature page follows.] EXECUTED as of the date first above written. BORROWERSBORROWER: MARINER ENERGY, INC. EDGE PETROLEUM CORPORATION By: /s/ Rxxx Xxxxxxx X. Xxxxxx Rxxx Xxxx Name: Xxxxxxx X. Xxxxxx Xxxx Title: Executive Vice President and Chief Financial Officer MARINER ENERGY RESOURCES, INC. By: /s/ Rxxx X. Xxxxxx Rxxx X. Xxxxxx Vice President and Chief Financial Officer & CFO ADMINISTRATIVE AGENT: , ISSUING LENDER, AND LENDERS UNION BANK OF CALIFORNIA, N.A., as Administrative Agent Agent, Issuing Lender and as Issuing a Lender By: /s/ Dxxxxx Xxxxxx X. Xxxxxxxxx Dxxxxx Xxxxxxxxx Senior Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) LENDERS: UNION BANK OF CALIFORNIA, N.A. By: /s/ Dxxxxx Xxxxxxxxx Dxxxxx Xxxxxxxxx Senior Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) BNP PARIBAS By: /s/ Gxxx Xxxxxxx Name: Gxxx Xxxxxxx Title: Vice President By: /s/ Pxxxx Xxxxxx Name: Pxxxx Xxxxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) JX XXXXXX CHASE BANK, N.A. By: /s/ Cxxxxxx Xxxxxxxxx-Xxxxx Name: Cxxxxxx Xxxxxxxxx-Xxxxx X. Xxxxxxxxx Title: Senior Vice President Signature page to Amended and Restated Credit Agreement (Mariner EnergyEdge Petroleum Corporation) JPMORGAN CHASE BANK, Inc. and Mariner Energy Resources, Inc.) NATEXIS BANQUES POPULAIRES N.A. By: /s/ Dxxxxxx X. Jo Xxxxx Xxxxxxxxx Name: Dxxxxxx X. Jo Xxxxx Xxxxxxxxx Title: Vice President & Group Manager Signature page to Credit Agreement (Edge Petroleum Corporation) SUNTRUST BANK By: /s/ Txxxxxx X. Xxxxxxx Xxxx Xxxxx Name: Txxxxxx X. Xxxxxxx Xxxx Xxxxx Title: Vice President & Group Manager Signature page to Amended and Restated Credit Agreement (Mariner EnergyEdge Petroleum Corporation) MIZUHO CORPORATE BANK, Inc. and Mariner Energy Resources, Inc.) GUARANTY BANK LTD. By: /s/ Kxxxx X. Xxxxxx III Xxxx Mo Name: Kxxxx X. Xxxxxx III Xxxx Mo Title: Senior Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.Edge Petroleum Corporation) CALYON NEW YORK BRANCH BNP PARIBAS By: /s/ Mxxxxxx Xxxxx Xxxxxx Name: Mxxxxxx Xxxxx Xxxxxx Title: Vice President Director By: /s/ Bxxxxxxx Cord’homme Name: Bxxxxxxx Cord’homme Title: Director Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) AMEGY BANK NATIONAL ASSOCIATION By: /s/ Kxxxxxx X. Xxxxxx, III Name: Kxxxxxx X. Xxxxxx, III Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN, NEW YORK BRANCH By: /s/ Wxxxxxx X. Xxxxxxx Xxxx Name: Wxxxxxx X. Xxxx Title: Senior Vice President By: /s/ Rxxxxxx X. Xxxxxxxx Name: Rxxxxxx X. Xxxxxxxx Title: First Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) CITICORP USA, INC. By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxxxxx Xxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.Edge Petroleum Corporation) WXXXX FARGO BANK, NATIONAL ASSOCIATION FORTIS CAPITAL CORP. By: /s/ Jo Axx Xxxxxxx Xxxxxx Name: Jo Axx Xxxxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) HXXXXX XXXXXXX FINANCING, INC. By: /s/ Jxxxx X. Xxxxxx Name: Jxxxx X. Xxxxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) COMERICA BANK By: /s/ Jxxx Xxxxxx Name: Jxxx Xxxxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.Edge Petroleum Corporation) SCHEDULE I PRICING GRID Applicable Margins Utilization Level Eurodollar Rate Advances Reference Rate Eurodollar Level* Advances Rate Advances Letter of Credit Fee Commitment Fee Level I 0.000 Greater than or equal to 100% 1.25 2.50% 0.375 0.50% 2.50% 0.250% Level II 0.000 Less than 100% 1.50 but greater than or equal to 90% 0.375 2.00% 0.25% 2.00% 0.250% Level III 0.250 Less than 90% 1.75 but greater than or equal to 75% 0.250 1.75% 0.00% 1.75% 0.375% Level IV 0.500 Less than 75% 2.00 but greater than or equal to 50% 0.250 1.50% * Utilization Levels are described below and are determined in accordance with the definition of “Utilization Level.”0.00% 1.50% 0.375% Level V Less than 50% 1.25% 0.00% 1.25% 0.500% Schedule I to Credit Agreement (Edge Petroleum Corporation) Pricing Grid
Appears in 1 contract
Oral Agreements. THIS WRITTEN AGREEMENT AND THE LOAN DOCUMENTSOral agreements or oral commitments to loan money, AS DEFINED IN THIS AGREEMENTextend credit, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIORor to forbear from enforcing repayment of a debt are not enforceable under Washington law. Penford Corporation Restatement and Exchange Agreement (1992 Note Agreements) The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, CONTEMPORANEOUSand this Agreement may be executed in any number of counterparts, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIESeach executed counterpart constituting an original but all together only one agreement. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder PENFORD CORPORATION By /s/ Victxx X. Xxxed Name: Victxx X. Xxxed Title: Corporate Director of this page intentionally left blank. Signature page follows.] EXECUTED Finance Accepted as of the date first above writtenAugust 1, 1998. BORROWERS: MARINER ENERGY, INCUNITED OF OMAHA LIFE INSURANCE COMPANY By /s/ Edwix X. Xxxxxxxx Xx. By: /s/ Rxxx X. Xxxxxx Rxxx X. Xxxxxx Vice President and Chief Financial Officer MARINER ENERGY RESOURCES, INC. By: /s/ Rxxx X. Xxxxxx Rxxx X. Xxxxxx Vice President and Chief Financial Officer ADMINISTRATIVE AGENT: UNION BANK OF CALIFORNIA, N.A., as Administrative Agent and as Issuing Lender By: /s/ Dxxxxx Xxxxxxxxx Dxxxxx Xxxxxxxxx Senior Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) LENDERS: UNION BANK OF CALIFORNIA, N.A. By: /s/ Dxxxxx Xxxxxxxxx Dxxxxx Xxxxxxxxx Senior Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) BNP PARIBAS By: /s/ Gxxx Xxxxxxx Name: Gxxx Xxxxxxx Title: Vice President By: /s/ Pxxxx Xxxxxx Name: Pxxxx Xxxxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) JX XXXXXX CHASE BANK, N.A. By: /s/ Cxxxxxx Xxxxxxxxx-Xxxxx Name: Cxxxxxx Xxxxxxxxx-Xxxxx Title: Senior Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) NATEXIS BANQUES POPULAIRES By: /s/ Dxxxxxx X. Xxxxxxxxx Name: Dxxxxxx X. Xxxxxxxxx Title: Vice President & Group Manager By: /s/ Txxxxxx X. Xxxxxxx Name: Txxxxxx X. Xxxxxxx Title: Vice President & Group Manager Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) GUARANTY BANK By: /s/ Kxxxx X. Xxxxxx III Name: Kxxxx X. Xxxxxx III Title: Senior Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) CALYON NEW YORK BRANCH By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Vice President By: /s/ Bxxxxxxx Cord’homme Name: Bxxxxxxx Cord’homme Title: Director Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) AMEGY BANK NATIONAL ASSOCIATION By: /s/ Kxxxxxx X. Xxxxxx, III Name: Kxxxxxx X. Xxxxxx, III Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN, NEW YORK BRANCH By: /s/ Wxxxxxx X. Xxxx Name: Wxxxxxx X. Xxxx Title: Senior Vice President By: /s/ Rxxxxxx Edwix X. Xxxxxxxx Name: Rxxxxxx X. Xxxxxxxx Xx. Title: First Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) CITICORP USA, INCMUTUAL OF OMAHA INSURANCE COMPANY By /s/ Edwix X. Xxxxxxxx Xx. By: /s/ Dxxxx X. Xxxx Name: Dxxxx Edwix X. Xxxx Xxxxxxxx Xx. Title: First Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) WXXXX FARGO BANK, NATIONAL ASSOCIATION By: UNITED WORLD LIFE INSURANCE COMPANY By /s/ Jo Axx Xxxxxxx Edwix X. Xxxxxxxx Xx. Name: Jo Axx Xxxxxxx Edwix X. Xxxxxxxx Xx. Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) HXXXXX XXXXXXX FINANCING, INCAuthorized Signer COMPANION LIFE INSURANCE COMPANY By /s/ Edwix X. Xxxxxxxx Xx. ByName: Edwix X. Xxxxxxxx Xx. Title: Assistant Treasurer By /s/ Jxxxx Jeffxx X. Xxxxxx Name: Jxxxx Jeffxx X. Xxxxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) COMERICA BANK By: Assistant Treasurer AMERICAN REPUBLIC INSURANCE COMPANY By /s/ Jxxx Xxxxxx G. F. Xxxxxxx Name: Jxxx Xxxxxx G. F. Xxxxxxx Title: Senior Vice President, Investments FARMERS AND TRADERS LIFE INSURANCE COMPANY By /s/ Franx X. X'Xxxxxxx, Xx. Name: Franx X. X'Xxxxxxx, Xx. Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) President-Investments SCHEDULE I PRICING GRID Applicable Margins Utilization Reference PRINCIPAL AMOUNT NAME AND ADDRESS OF NOTES TO BE OF PURCHASERS ACQUIRED UNITED OF OMAHA LIFE INSURANCE COMPANY $8,928,500 Mutual of Omahx Xxxxx Xxxxx, Xxxxxxxx 00000-0000 Xxxention: 4-Investment Loan Administration Payments All payments on or in respect of the Notes to be by bank wire transfer of Federal or other immediately available funds (identifying each payment as "Penford Corporation, Adjustable Rate Eurodollar Level* Advances Rate Advances Commitment Fee Level I 0.000 % 1.25 % 0.375 % Level II 0.000 % 1.50 % 0.375 % Level III 0.250 % 1.75 % 0.250 % Level IV 0.500 % 2.00 % 0.250 % * Utilization Levels Senior Notes due 2002, PPN 707051 A# 5, principal, premium or interest") to: Chase Manhattan Bank ABA #021-000-000 Private Income Processing for credit to: United of Omaha Life Insurance Company Account Number 900-9000000 a/c G07097 PPN: 707051 A# 5 Interest Amount: ____________________________________________ Principal Amount: ___________________________________________ Notices All notices of payments, on or in respect of the Notes and written confirmation of each such payment, corporate actions and reorganization notifications to: The Chase Manhattan Bank 4 New York Plazx-00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Investment Processing-J. Pipperato a/c: G07097 All other notices and communications (i.e., quarterly/annual reports, tax filings, modifications, waivers regarding the indenture) to be addressed as first provided above. Name of Nominee in which Notes are described below and are determined in accordance with the definition of “Utilization Level.”to be issued: None
Appears in 1 contract
Samples: Penford Corp
Oral Agreements. THIS WRITTEN AGREEMENT AND THE LOAN DOCUMENTS, AS DEFINED IN THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder of this page intentionally left blank. Signature page follows.] EXECUTED as of the date first above written. BORROWERS: MARINER ENERGYCONTANGO OIL & GAS COMPANY By: /s/ Xxxxxxx X. Peak Name: Xxxxxxx X. Peak Title: Chairman and Chief Executive Officer CONTANGO ENERGY COMPANY By: /s/ Xxxxxxx X. Peak Name: Xxxxxxx X. Peak Title: Chairman and Chief Executive Officer CONTANGO OPERATORS, INC. By: /s/ Rxxx Xxxxxxx X. Xxxxxx Rxxx Peak Name: Xxxxxxx X. Xxxxxx Vice President Peak Title: Chairman and Chief Financial Executive Officer MARINER ENERGY RESOURCES, INC. By: /s/ Rxxx X. Xxxxxx Rxxx X. Xxxxxx Vice President and Chief Financial Officer ADMINISTRATIVE AGENT: UNION BANK OF CALIFORNIA, N.A., as Administrative Agent and as Issuing Lender By: /s/ Dxxxxx Xxxxxxxxx Dxxxxx Xxxxxxxxx Senior Vice President Signature page Page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) LENDERS: UNION GUARANTY BANK OF CALIFORNIA, N.A. By: /s/ Dxxxxx Xxxxxxxxx Dxxxxx Xxxxxxxxx Xxxxx X. Xxxxxx III Xxxxx X. Xxxxxx III Senior Vice President Signature page Page to Amended and Restated Credit Agreement (Mariner EnergySCHEDULE I BORROWERS, ADMINISTRATIVE AGENT, AND LENDER INFORMATION Borrowers: Contango Oil & Gas Company 0000 Xxxxxxx Xxxxxxxx Xxxxx 000 Xxxxxxx, Xxxxx 00000 Attention: Xx. Xxxxxxx X. Peak Contango Energy Company 0000 Xxxxxxx Xxxxxxxx Xxxxx 000 Xxxxxxx, Xxxxx 00000 Attention: Xx. Xxxxxxx X. Peak Contango Operators, Inc. and Mariner Energy Resources0000 Xxxxxxx Xxxxxxxx Xxxxx 000 Xxxxxxx, Inc.) BNP PARIBAS ByXxxxx 00000 Attention: /s/ Gxxx Xx. Xxxxxxx Name: Gxxx Xxxxxxx Title: Vice President By: /s/ Pxxxx Xxxxxx Name: Pxxxx Xxxxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) JX XXXXXX CHASE BANK, N.A. By: /s/ Cxxxxxx Xxxxxxxxx-Xxxxx Name: Cxxxxxx Xxxxxxxxx-Xxxxx Title: Senior Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) NATEXIS BANQUES POPULAIRES By: /s/ Dxxxxxx X. Xxxxxxxxx Name: Dxxxxxx X. Xxxxxxxxx Title: Vice President & Group Manager By: /s/ Txxxxxx X. Xxxxxxx Name: Txxxxxx X. Xxxxxxx Title: Vice President & Group Manager Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) GUARANTY BANK By: /s/ Kxxxx X. Xxxxxx III Name: Kxxxx X. Xxxxxx III Title: Senior Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) CALYON NEW YORK BRANCH By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Vice President By: /s/ Bxxxxxxx Cord’homme Name: Bxxxxxxx Cord’homme Title: Director Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) AMEGY BANK NATIONAL ASSOCIATION By: /s/ Kxxxxxx X. Xxxxxx, III Name: Kxxxxxx X. Xxxxxx, III Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN, NEW YORK BRANCH By: /s/ Wxxxxxx X. Xxxx Name: Wxxxxxx X. Xxxx Title: Senior Vice President By: /s/ Rxxxxxx X. Xxxxxxxx Name: Rxxxxxx X. Xxxxxxxx Title: First Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) CITICORP USA, INC. By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) WXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Jo Axx Xxxxxxx Name: Jo Axx Xxxxxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) HXXXXX XXXXXXX FINANCING, INC. By: /s/ Jxxxx X. Xxxxxx Name: Jxxxx X. Xxxxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) COMERICA BANK By: /s/ Jxxx Xxxxxx Name: Jxxx Xxxxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) SCHEDULE I PRICING GRID Applicable Margins Utilization Reference Rate Eurodollar Level* Advances Rate Advances Commitment Fee Level I 0.000 % 1.25 % 0.375 % Level II 0.000 % 1.50 % 0.375 % Level III 0.250 % 1.75 % 0.250 % Level IV 0.500 % 2.00 % 0.250 % * Utilization Levels are described below and are determined in accordance with the definition of “Utilization Level.”Peak
Appears in 1 contract
Oral Agreements. THIS WRITTEN AGREEMENT AND THE LOAN DOCUMENTS, AS DEFINED IN THIS AGREEMENT, OTHER NOTE DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder of this page intentionally left blank. Signature page followspages follow.] EXECUTED as of the date first above written. BORROWERSBORROWER: MARINER ENERGY, INC. By: /s/ Rxxx X. Xxxxxx Rxxx X. Xxxxxx Vice President and Chief Financial Officer MARINER ENERGY XXXXXX RESOURCES, INC. By: /s/ Rxxx Xxxxxxx X. Xxxxxx Rxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President and Chief Financial Officer ADMINISTRATIVE AGENT: UNION BANK SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT GUARANTORS XXXXXX RESOURCES OF CALIFORNIA, N.A.INC. XXXXXX E&P, as Administrative Agent and as Issuing Lender INC. XXXXXX XXXXXXXXX LLC By: /s/ Dxxxxx Xxxxxxxxx Dxxxxx Xxxxxxxxx Senior Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) LENDERS: UNION BANK OF CALIFORNIA, N.A. By: /s/ Dxxxxx Xxxxxxxxx Dxxxxx Xxxxxxxxx Senior Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) BNP PARIBAS By: /s/ Gxxx Xxxxxxx Name: Gxxx Xxxxxxx Title: Vice President By: /s/ Pxxxx X. Xxxxxx Name: Pxxxx Xxxxxxx X. Xxxxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) JX XXXXXX CHASE BANK, N.A. ByChief Financial Officer SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT ADMINISTRATIVE AGENT: /s/ Cxxxxxx Xxxxxxxxx-Xxxxx Name: Cxxxxxx Xxxxxxxxx-Xxxxx Title: Senior Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) NATEXIS BANQUES POPULAIRES By: /s/ Dxxxxxx X. Xxxxxxxxx Name: Dxxxxxx X. Xxxxxxxxx Title: Vice President & Group Manager By: /s/ Txxxxxx X. Xxxxxxx Name: Txxxxxx X. Xxxxxxx Title: Vice President & Group Manager Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) GUARANTY BANK By: /s/ Kxxxx X. Xxxxxx III Name: Kxxxx X. Xxxxxx III Title: Senior Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) CALYON NEW YORK BRANCH By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Vice President By: /s/ Bxxxxxxx Cord’homme Name: Bxxxxxxx Cord’homme Title: Director Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) AMEGY BANK NATIONAL ASSOCIATION By: /s/ Kxxxxxx X. Xxxxxx, III Name: Kxxxxxx X. Xxxxxx, III Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN, NEW YORK BRANCH By: /s/ Wxxxxxx X. Xxxx Name: Wxxxxxx X. Xxxx Title: Senior Vice President By: /s/ Rxxxxxx X. Xxxxxxxx Name: Rxxxxxx X. Xxxxxxxx Title: First Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) CITICORP USA, INC. By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) WXXXX FARGO BANKWILMINGTON TRUST, NATIONAL ASSOCIATION By: /s/ Jo Axx Xxxxxxx Xxxxxx X. XxXxxxxx Name: Jo Axx Xxxxxxx Xxxxxx X. XxXxxxxx Title: Assistant Vice President Signature page to Amended and Restated SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT LENDER: XXXXX CREEK LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT LENDER: FS ENERGY AND POWER FUND By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT LENDER: FS INVESTMENT CORPORATION By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT LENDER: FS INVESTMENT CORPORATION II By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT LENDER: FS INVESTMENT CORPORATION III By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT LENDER: GREEN CREEK LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT LENDER: JEFFERSON SQUARE FUNDING LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT LENDER: JUNIATA RIVER LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT LENDER: LEHIGH RIVER LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT LENDER: RACE STREET FUNDING LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory SIGNATURE PAGE TO AMENDMENT NO. 1 TO CREDIT AGREEMENT Exhibit A Credit Agreement (Mariner Energyattached) Exhibit B Second Lien Debt Documents (attached) EXHIBIT A to Amendment No. 1 to Credit Agreement CREDIT AGREEMENT DATED AS OF MAY 22, Inc. and Mariner Energy Resources, Inc.) HXXXXX XXXXXXX FINANCING2015 AMONG XXXXXX RESOURCES, INC. By: /s/ Jxxxx X. Xxxxxx Name: Jxxxx X. Xxxxxx Title: Vice President Signature page to Amended ., WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent AND THE LENDERS FROM TIME TO TIME PARTY HERETO GSO CAPITAL PARTNERS LP, as Sole Lead Arranger and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) COMERICA BANK By: /s/ Jxxx Xxxxxx Name: Jxxx Xxxxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) SCHEDULE I PRICING GRID Applicable Margins Utilization Reference Rate Eurodollar Level* Advances Rate Advances Commitment Fee Level I 0.000 % 1.25 % 0.375 % Level II 0.000 % 1.50 % 0.375 % Level III 0.250 % 1.75 % 0.250 % Level IV 0.500 % 2.00 % 0.250 % * Utilization Levels are described below and are determined in accordance with the definition of “Utilization Level.”Sole Bookrunner TABLE OF CONTENTS Page
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Oral Agreements. THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS DEFINED IN THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Remainder of this page intentionally left blank. Signature page follows.] EXECUTED as of the date first above written. BORROWERSBORROWER: MARINER ENERGY, INCPENN VIRGINIA HOLDING CORP. By: /s/ Rxxx Xxxxxx X. Xxxxxxx Name: Xxxxxx Rxxx X. Xxxxxx Xxxxxxx Title: Senior Vice President and President, Chief Financial Officer MARINER ENERGY RESOURCES, INC. and Treasurer HOLDINGS: PENN VIRGINIA CORPORATION By: /s/ Rxxx Xxxxxx X. Xxxxxxx Name: Xxxxxx Rxxx X. Xxxxxx Xxxxxxx Title: Senior Vice President and President, Chief Financial Officer ADMINISTRATIVE AGENTand Treasurer GUARANTORS: UNION PENN VIRGINIA OIL & GAS CORPORATION PENN VIRGINIA OIL & GAS GP LLC PENN VIRGINIA OIL & GAS LP LLC PENN VIRGINIA MC CORPORATION PENN VIRGINIA MC ENERGY L.L.C. PENN VIRGINIA MC GATHERING COMPANY L.L.C. PENN VIRGINIA MC OPERATING COMPANY L.L.C. PENN VIRGINIA RESOURCE HOLDINGS CORP. Each By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President, Chief Financial Officer and Treasurer PENN VIRGINIA OIL & GAS, L.P. By: Penn Virginia Oil & Gas GP LLC, its general partner By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President, Chief Financial Officer and Treasurer Signature page to Credit Agreement (Penn Virginia Holding Corp.) XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender, and a Lender By: /s/ Xxxxx X. XxXxxxx Name: Xxxxx X. XxXxxxx Title: Director Signature page to Credit Agreement (Penn Virginia Holding Corp.) ROYAL BANK OF CALIFORNIACANADA, as a Lender By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Authorized Signatory Signature page to Credit Agreement (Penn Virginia Holding Corp.) BANK OF AMERICA, N.A., as Administrative Agent and as Issuing a Lender By: /s/ Dxxxxx Xxxxxxxxx Dxxxxx Xxxxxxxxx Senior Vice President Xxxx Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxx Xxxxxxxx Title: Director Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.Penn Virginia Holding Corp.) LENDERS: UNION THE BANK OF CALIFORNIANOVA SCOTIA, N.A. as a Lender By: /s/ Dxxxxx Xxxxxxxxx Dxxxxx Xxxxxxxxx Senior Vice President Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director Signature page to Amended and Restated Credit Agreement (Mariner EnergyPenn Virginia Holding Corp.) CREDIT SUISSE AG, Inc. and Mariner Energy ResourcesCayman Islands Branch, Inc.) BNP PARIBAS as a Lender By: /s/ Gxxx Xxxxxxx Xxxxxx Xxxxxx Name: Gxxx Xxxxxxx Xxxxxx Xxxxxx Title: Vice President Authorized Signatory By: /s/ Pxxxx Xxxxxx Xxxxx Xxxxxxxxx Xxxxxxxx Name: Pxxxx Xxxxxx Xxxxx Xxxxxxxxx Xxxxxxxx Title: Vice President Authorized Signatory Signature page to Amended and Restated Credit Agreement (Mariner EnergyPenn Virginia Holding Corp.) BRANCH BANKING AND TRUST COMPANY, Inc. and Mariner Energy Resources, Inc.) JX XXXXXX CHASE BANK, N.A. as a Lender By: /s/ Cxxxxxx Xxxxxxxxx-Xxxxx Xxxxxxxx Name: Cxxxxxx Xxxxxxxxx-Xxxxx Xxxxxxxx Title: Senior Vice President Signature page to Amended and Restated Credit Agreement (Mariner EnergyPenn Virginia Holding Corp.) BARCLAYS BANK PLC, Inc. and Mariner Energy Resources, Inc.) NATEXIS BANQUES POPULAIRES as a Lender By: /s/ Dxxxxxx X. Xxxxxxxxx Xxxxxxxxxxx Xxxxxx Name: Dxxxxxx X. Xxxxxxxxx Xxxxxxxxxxx Xxxxxx Title: Vice President & Group Manager By: /s/ Txxxxxx X. Xxxxxxx Name: Txxxxxx X. Xxxxxxx Title: Vice President & Group Manager Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) GUARANTY BANK By: /s/ Kxxxx X. Xxxxxx III Name: Kxxxx X. Xxxxxx III Title: Senior Assistant Vice President Signature page to Amended and Restated Credit Agreement (Mariner EnergyPenn Virginia Holding Corp.) COMERICA BANK, Inc. and Mariner Energy Resources, Inc.) CALYON NEW YORK BRANCH as a Lender By: /s/ Mxxxxxx Xxxxxx Name: Mxxxxxx Xxxxxx Title: Vice President By: /s/ Bxxxxxxx Cord’homme Name: Bxxxxxxx Cord’homme Title: Director Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) AMEGY BANK NATIONAL ASSOCIATION By: /s/ Kxxxxxx X. Xxxxxx, III Name: Kxxxxxx X. Xxxxxx, III Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK FRANKFURT AM MAIN, NEW YORK BRANCH By: /s/ Wxxxxxx X. Xxxx Name: Wxxxxxx X. Xxxx Title: Senior Vice President By: /s/ Rxxxxxx X. Xxxxxxxx Name: Rxxxxxx X. Xxxxxxxx Title: First Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) CITICORP USA, INC. By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner Energy, Inc. and Mariner Energy Resources, Inc.) WXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Jo Axx Xxxxx Xxxxxxx Name: Jo Axx Xxxxx Xxxxxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner EnergyPenn Virginia Holding Corp.) SOCIÉTÉ GÉNÉRALE, Inc. and Mariner Energy Resources, Inc.) HXXXXX XXXXXXX FINANCING, INC. as a Lender By: /s/ Jxxxx Xxx Xxxxxxxxxxx Name: Xxx Xxxxxxxxxxx Title: Director Signature page to Credit Agreement (Penn Virginia Holding Corp.) CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxxx X. Xxxxxx Name: Jxxxx Xxxxxxx X. Xxxxxx Title: Vice President Signature page to Amended and Restated Credit Agreement (Mariner EnergyPenn Virginia Holding Corp.) SUNTRUST BANK, Inc. and Mariner Energy Resources, Inc.) COMERICA BANK as a Lender By: /s/ Jxxx Xxxxxx Xxxxxxx X. Xxxxxxx Name: Jxxx Xxxxxx Xxxxxxx X. Xxxxxxx Title: First Vice President Signature page to Amended and Restated Credit Agreement (Mariner EnergyPenn Virginia Holding Corp.) SANTANDER BANK, Inc. and Mariner Energy ResourcesN.A., Inc.as a Lender By: /s/ Xxxxx X’Xxxxxxxx Name: Xxxxx X’Xxxxxxxx Title: Senior Vice President By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Senior Vice President Signature page to Credit Agreement (Penn Virginia Holding Corp.) SCHEDULE I PRICING GRID Applicable Margins Margins** Utilization Level* Reference Rate Advances Eurodollar Level* Advances Rate Advances Commitment Fee Rate Level I 0.000 Less than or equal to 25% 1.25 2.00 % 0.375 3.00 % 0.50 % Level II 0.000 Greater than 25% 1.50 but less than or equal to 50% 0.375 2.25 % 3.25 % 0.50 % Level III 0.250 Greater than 50% 1.75 but less than or equal to 75%. 2.50 % 0.250 3.50 % 0.50 % Level IV 0.500 Greater than 75% 2.00 but less than or equal to 90% 0.250 2.75 % 3.75 % 0.50 % Level V Greater than 90% 3.00 % 4.00 % 0.50 % ** Utilization Levels are described below and are determined Subject to increase during the existence of a Borrowing Base Deficiency as provided in accordance with the definition of “Utilization Level.Applicable Margin”. SCHEDULE II
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