TCW Debt means all obligations of CEH or any Subsidiaries under the TCW 2005 Note Purchase Agreement, the Cash Settled Options or any related agreements or instruments, including in respect of the notes and cash settled options issued thereunder.
YIELD ADJUSTMENT PAYMENT/PREPAYMENT PREMIUM Investors Bank & Trust Company ABA #: 011001438 F/C Client Funds No. 569530395 Attention: Peter Maescher Account #: 76T02327-4 TCW Debt & Royalty Funds VI III.
The terms and conditions of this Note are subject to the terms and provisions of an Amended and Restated Credit Agreement among the Maker, Tipperary Oil & Gas (Australia) Pty Ltd, Tipperary Oil & Gas Corporation, TCW Debt & Royalty Fund VI, L.P. and TCW Asset Management Company, dated as of February 20, 2001 (a copy of which has been provided to Lender) which terms and provisions thereof are incorporated herein by reference.
The Shareholder Agreement, dated as of July 29, 1998, by and among XPLOR Energy, Inc., XP Holdings, LLC, Trust Company of the West, TCW Debt and Royalty Fund VI, L.P., TCW Debt and Royalty Fund VIB, L.P., TCW DR VI Royalty Partnership, L.P., and the other shareholders named therein ( the "XPLOR Shareholders Agreement") shall be terminated and such agreement shall be of no further force or effect and no party thereto shall have any remaining rights or obligations thereunder as of the Effective Date.
Seller has received written notice of default of the TCW Debt, concerning the Assets (the Default Notice), and Seller has informed Buyer of its receipt of the Default notice.
Each of the lenders under the Walter Debt to be Discharged shall have agreed to accept repayment of such Debt immediately after the Effective Time and that, upon repayment of such Debt in accordance with Schedule 7.3, the Surviving Corporation shall be released from such Debt and all other obligations relating thereto and all security therefor returned (including, without limitation, the stock of Walter International Equatorial Guinea, Inc., which is pledged to secure the TCW Debt).