Exiting Lender. Each of BMO Xxxxxx Bank, N.A., The Prudential Insurance Company of America, Prudential Legacy Insurance Company of New Jersey, KeyBank National Association, Sterling National Bank and Allegiance Bank (each, an “Exiting Lender”), hereby sells, assigns, transfers and conveys to the Lenders hereto, and each of the Lenders hereto hereby purchases and accepts, so much of the aggregate Commitments under, and Loans outstanding under, the Existing Credit Agreement such that, after giving effect to this Agreement (a) such Exiting Lender shall (i) be paid in full in cash for all amounts owing under the Existing Credit Agreement as agreed and calculated by such Exiting Lender and the Administrative Agent in accordance with the Existing Credit Agreement, (ii) cease to be a “Lender” under the Existing Credit Agreement and the “Loan Documents” as defined therein and (iii) relinquish its rights (other than those rights applicable to all Lenders which would expressly survive a termination of the Existing Credit Agreement) and be released from its obligations under the Existing Credit Agreement and the other “Loan Documents” as defined therein, and (b) the Commitment of each Lender shall be as set forth on the Commitment Schedule. The foregoing assignments, transfers and conveyances are without recourse to such Exiting Lender and without any warranties whatsoever by the Administrative Agent or such Exiting Lender as to title, enforceability, collectability, documentation or freedom from liens or encumbrances, in whole or in part, other than the warranty of such Exiting Lender that it has not previously sold, transferred, conveyed or encumbered such interests. The Exiting Lender is executing this Agreement for the sole purpose of evidencing its agreement to this Section 9.25 only and for no other purpose and shall have no obligations under this Agreement except as set forth in this Section 9.25.
Exiting Lender. Guaranty Bank and Trust Company (the “Exiting Lender”) hereby (a) consents to this First Amendment as required under Section 12.02 of the Credit Agreement and (b) acknowledges and agrees to Section 2.3 of this First Amendment. Each of the parties hereto hereby agrees and confirms that after giving effect to Section 2.3 of this First Amendment, the Exiting Lender’s Maximum Revolving Credit Amount shall be $0.00, the principal amount of Term Loans held by the Exiting Lender shall be $0.00, the Exiting Lender’s Commitments to lend and all obligations under the Credit Agreement shall be terminated, and the Exiting Lender shall cease to be a Lender for all purposes under the Loan Documents. The parties hereto have caused this First Amendment to be duly executed as of the day and year first above written. BORROWER: CENTENNIAL RESOURCE PRODUCTION, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC GUARANTOR: ATLANTIC EXPLORATION, LLC, a Delaware limited liability company By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Officer SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC XXXXX FARGO BANK, N.A., as a Lender By: /s/ Xxxxxx X. Xxxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxxx Title: Vice President SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC COMERICA BANK, as a Lender By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Relationship Manager SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC BMO XXXXXX BANK, N.A., as a Lender By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT CENTENNIAL RESOURCE PRODUCTION, LLC CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Authorized Signatory By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory SIGNATURE PAGE TO FIRST AMENDMENT TO AMENDED ...
Exiting Lender. Deutsche Bank Trust Company Americas (the “Exiting Lender”) hereby consents to the amendment and restatement of the Existing Credit Agreement as required under Section 10.01 of the Existing Credit Agreement. Each of the parties hereto hereby agrees and confirms that after giving effect to this Section 10.21, the Exiting Lender’s Commitment shall be $0, its commitments to lend and all obligations under the Existing Credit Agreement shall be terminated, and the Exiting Lender shall cease to be a Lender for all purposes under the Loan Documents (other than in respect of any terms and conditions of the Existing Credit Agreement (including, without limitation, Section 10.04 thereof), which by their terms survive any cancellation of commitments, repayment in full of any obligations or the termination of any existing Loan Document.
Exiting Lender. CAPITAL ONE BUSINESS CREDIT CORP., as an Exiting Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Director THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT EXHIBIT A-1 TO LOAN AND SECURITY AGREEMENT TRANCHE A REVOLVER NOTE [Date] $___________________ [Chicago, Illinois] OLYMPIC STEEL, INC., an Ohio corporation (“Olympic Steel”), OLYMPIC STEEL LAFAYETTE, INC., an Ohio corporation (“Olympic Lafayette”), OLYMPIC STEEL MINNEAPOLIS, INC., a Minnesota corporation (“Olympic Minneapolis”), OLYMPIC STEEL IOWA, INC., an Iowa corporation (“Olympic Iowa”), OLY STEEL NC, INC., a Delaware corporation (“Oly NC”), IS ACQUISITION, INC., an Ohio corporation (“IS Acquisition”), and CHICAGO TUBE AND IRON COMPANY, a Delaware corporation (“Chicago Tube and Iron”) (Olympic Steel, Olympic Lafayette, Olympic Minneapolis, Olympic Iowa, Oly NC, IS Acquisition and Chicago Tube and Iron, collectively, “Borrowers”), for value received, hereby unconditionally promise to pay, on a joint and several basis, to ____________________________ (“Tranche A Revolver Lender”), the principal sum of ______________________________ DOLLARS ($___________), or such lesser or greater amount as may be advanced by Tranche A Revolver Lender as Tranche A Revolver Loans and owing as LC Obligations from time to time under the Loan Agreement described below, together with all accrued and unpaid interest thereon. Terms are used herein as defined in the Third Amended and Restated Loan and Security Agreement dated as of December 8, 2017, among Borrowers, Bank of America, N.A., as Agent, Lender, and certain other financial institutions, as such agreement may be amended, modified, renewed or extended from time to time (the “Loan Agreement”). Principal of and interest on this Note from time to time outstanding shall be due and payable as provided in the Loan Agreement. This Note is issued pursuant to and evidences Tranche A Revolver Loans and LC Obligations under the Loan Agreement, to which reference is made for a statement of the rights and obligations of Tranche A Revolver Lender and the duties and obligations of Borrowers. The Loan Agreement contains provisions for acceleration of the maturity of this Note upon the happening of certain stated events, and for the borrowing, prepayment and reborrowing of amounts upon specified terms and conditions. The holder of this Note is hereby authorized by Borrowers to record on a schedule annexed to this Note (or on a supplemental schedule) the amounts owing with re...
Exiting Lender. Comerica Bank, UBS AG, Stamford Branch, and Xxxxxx Xxxxxxx Bank, N.A. (collectively, the “Exiting Lenders” and each individually, the “Exiting Lender”) hereby consents to the amendment and restatement of the Existing Credit Agreement as required under Section 10.01 of the Existing Credit Agreement. Each of the parties hereto hereby agrees and confirms that after giving effect to this Section 10.21, each Exiting Lender’s Commitment shall be $0, its commitments to lend and all obligations under the Existing Credit Agreement shall be terminated, and each Exiting Lender shall cease to be a Lender for all purposes under the Loan Documents (other than in respect of any terms and conditions of the Existing Credit Agreement (including, without limitation, Section 10.04 thereof), which by their terms survive any cancellation of commitments, repayment in full of any obligations or the termination of any existing Loan Document.
Exiting Lender. The Exiting Lender hereby acknowledges and agrees to Section 2(m) of this Amendment. Each of the parties hereto agrees and confirms that after giving effect to Section 2(m) of this Amendment, the Exiting Lender’s Commitments, Elected Commitments, Aggregate Maximum Credit Amount, Applicable Percentages and Revolving Credit Exposures shall be $0 or 0% as applicable, its Commitment to lend and all of its obligations under the Credit Agreement shall be terminated and the Exiting Lender shall cease to be a Lender for all purposes under the Loan Documents but shall continue to be entitled to the benefits of Section 5.01, Section 5.02, Section 5.03 and Section 12.03. [SIGNATURES BEGIN NEXT PAGE]
Exiting Lender. On the Waiver Effective Date, Citicorp North America, Inc. (“CNAI”) shall take the place of Citibank, N.A. (the “Exiting Lender”) in its capacity as a Lender under the Credit Agreement. Each of the parties hereto hereby agrees and confirms that after giving effect to this Section 14 on the Waiver Effective Date, (i) CNAI shall have Commitments and Loans in aggregate principal amounts equal to the amounts held by the Exiting Lender immediately prior to the occurrence of the Waiver Effective Date and (ii) the Exiting Lender’s Commitments and Loans shall be $0, its commitments to lend and all of its obligations under the Credit Agreement shall be terminated, and the Exiting Lender shall cease to be a Lender for all purposes under the Loan Documents (other than in respect of any terms and conditions of the Credit Agreement as in effect prior to the effectiveness of this Amendment (including, without limitation, Sections 10.04 and 10.05 thereof), which by their terms survive any cancellation of commitments, repayment in full of any obligations or the termination of any existing Loan Document).
Exiting Lender. Upon satisfaction of the conditions of effectiveness set forth in Section 3 of this Fifth Amendment, SunTrust Bank shall (a) not (i) be a Lender under the Credit Agreement or (ii) have any rights or obligations with respect to being a Lender, except for those that expressly survive termination of the Credit Agreement or termination of any Commitments thereunder and (b) xxxx its Revolving Loan Note “PAID IN FULL”, and promptly return its Revolving Loan Note to the Borrower.
Exiting Lender. U.S. BANK NATIONAL ASSOCIATION as an Exiting Lender By: Name: Title:
Exiting Lender. The Commitments and outstanding Loans of HSBC Bank USA, National Association (the “Exiting Lender”) under the Credit Agreement are hereby assigned and reallocated among the other Lenders in the manner provided in Appendix A attached hereto. After giving effect to this Amendment, the Exiting Lender shall no longer (i) have any Commitments or outstanding Loans under the Credit Agreement, (ii) be Lenders under the Credit Agreement or (iii) have any rights or obligations with respect to being a Lender, except for those that expressly survive termination of the Credit Agreement or termination of any Commitments thereunder. The Exiting Lender joins in the execution of this Amendment solely for purposes of acknowledging and consenting to the assignment and reallocation of its Commitments and Loans under the Credit Agreement. Concurrently with the effectiveness of this Amendment, the Exiting Lender shall have received payment in full for all outstanding Obligations owing to it under the Credit Agreement. Notwithstanding anything in the Credit Agreement or any other Loan Document to the contrary, all assignments and reallocations of Loans and Commitments pursuant to this Section 8 shall be deemed to be assignments made subject to and in compliance with Section 11.5 of the Credit Agreement (including, without limitation, the ‘Standard Terms and Conditions’ applicable to Assignments and Assumptions).
