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Cardinal Energy Ltd. — Capital/Financing Update 2021
May 14, 2021
47172_rns_2021-05-13_d3456f68-3c06-4abe-a472-aaa7c825d577.pdf
Capital/Financing Update
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Execution Version
FOURTH AMENDING AGREEMENT TO THE CARDINAL ENERGY LTD. SECOND AMENDED AND RESTATED CREDIT AGREEMENT MADE AS OF AUGUST 5, 2020
THIS FOURTH AMENDING AGREEMENT is made effective as of May 12, 2021 (the “ Fourth Amendment Date ”),
BETWEEN:
CARDINAL ENERGY LTD. as Borrower
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THE FINANCIAL INSTITUTIONS SIGNATORY HERETO as Lenders
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CANADIAN IMPERIAL BANK OF COMMERCE, as Agent for the Lenders
PREAMBLE:
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A. Pursuant to the second amended and restated credit agreement dated August 5, 2020, as amended by a first amending agreement dated December 8, 2020, a second amending agreement dated January 20, 2021 and a third amending agreement dated February 18, 2021 (the “ Credit Agreement ”) between Cardinal Energy Ltd. as borrower (the “ Borrower ”), Canadian Imperial Bank of Commerce and the other financial institutions which are or hereafter become parties thereto as lenders (the “ Lenders ”), and Canadian Imperial Bank of Commerce, as agent for the Lenders (in such capacity, the “ Agent ”), the Lenders made the Facilities available to the Borrower.
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B. The Borrower, the Agent and the Lenders wish to amend the Credit Agreement on the terms and conditions provided in, and as further set out in, this Fourth Amending Agreement.
AGREEMENT:
NOW THEREFORE the parties hereto (the “ Parties ”) agree as follows:
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Definitions . Capitalized terms used in this Fourth Amending Agreement will, unless otherwise defined herein, have the meanings attributed to such terms in the Credit Agreement, as amended by this Fourth Amending Agreement (the “ Amended Credit Agreement ”).
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Amendments . As of the Fourth Amendment Date, the Credit Agreement is hereby amended as follows:
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(a) The definition of “Applicable Margin” in Section 1.1 of the Credit Agreement is hereby amended by deleting the pricing grid therein and replacing it with the following:
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| Level | Bankers’ | ||||
|---|---|---|---|---|---|
| Acceptances | Non-Financial | ||||
| Debt to | Prime Loans | Standby Fees | |||
| and Financial | Letters of | ||||
| EBITDA Ratio | (bps) | (bps) | |||
| Letters of | Credit (bps) | ||||
| Credit (bps) | |||||
| 1 | [redacted] | [redacted] | [redacted] | [redacted] | [redacted] |
| 2 | [redacted] | [redacted] | [redacted] | [redacted] | [redacted] |
| 3 | [redacted] | [redacted] | [redacted] | [redacted] | [redacted] |
| 4 | [redacted] | [redacted] | [redacted] | [redacted] | [redacted] |
| 5 | [redacted] | [redacted] | [redacted] | [redacted] | [redacted] |
| 6 | [redacted] | [redacted] | [redacted] | [redacted] | [redacted] |
| 7 | [redacted] | [redacted] | [redacted] | [redacted] | [redacted] |
| 8 | [redacted] | [redacted] | [redacted] | [redacted] | [redacted] |
| 9 | [redacted] | [redacted] | [redacted] | [redacted] | [redacted] |
| 10 | [redacted] | [redacted] | [redacted] | [redacted] | [redacted] |
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(b) The definition of “CDOR Rate” in Section 1.1 of the Credit Agreement is hereby amended by replacing the reference therein to “Reuter Monitor Money Rates Services” with “Refinitiv Benchmark Services”.
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(c) The definition of “Distribution” in Section 1.1 of the Credit Agreement is hereby amended by deleting the reference to “and the Unsecured Junior Debt” in paragraph (f) thereof.
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(d) The definition of “Maturity Date” in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
“ “ Maturity Date ” means, in respect of each Lender, the date which is one year after the Term Out Date of such Lender (as such Term Out Date may be extended hereunder); as at the Fourth Amendment Date, the Maturity Date for each Lender is May 31, 2023;”
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(e) The definition of “Permitted Dispositions” in Section 1.1 of the Credit Agreement is hereby amended by replacing the reference in paragraph (i) thereof to “$5,000,000” with “the Threshold Amount”.
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(f) The definition of “Permitted Indebtedness” in Section 1.1 of the Credit Agreement is hereby amended by deleting paragraph (d.1) in its entirety and replacing it with the following:
“(d.1) [ Intentionally Deleted ];”
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(g) The definition of “Standard Term” in Section 1.1 of the Credit Agreement is hereby amended by replacing the reference therein to “one month, two months, three months or six months” with “one month, two months or three months”.
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(h) The definition of “Term Out Date” in Section 1.1 of the Credit Agreement is hereby amended by replacing the reference therein to “as of the First Amendment Date, May 31, 2021” with “as of the Fourth Amendment Date, May 31, 2022”.
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(i) The definitions of “Forecast”, “Unsecured Junior Debt”, “Unsecured Junior Debt Documents” and “Unsecured Junior Debt Lenders” in Section 1.1 of the Credit Agreement are hereby deleted in its entirety.
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(j) Section 1.1 of the Credit Agreement is hereby amended by adding the following definitions thereto in the correct alphabetical order:
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“ “ CDOR Scheduled Unavailability Date ” has the meaning assigned to it in Section 3.19(a);
“ CDOR Successor Rate ” has the meaning assigned to it in Section 3.19(a);
“ Erroneous Payment ” has the meaning assigned to it in Section 12.26(a);
“ Erroneous Payment Deficiency Assignment ” has the meaning assigned to it in Section 12.26(d);
“ Erroneous Payment Return Deficiency ” has the meaning assigned to it in Section 12.26(d);
“ Fourth Amendment Date ” means May 12, 2021;
“ Liquidity ” means, as at any date of determination, (a) the undrawn availability under the Facilities, plus, (b) the aggregate amount of the unrestricted cash (determined in accordance with GAAP) and cash equivalents of the Loan Parties (in each case unencumbered except Liens in favour of the Agent);
“ Payment Recipient ” has the meaning assigned to it in Section 12.26(a);”
- (k) Article 3 of the Credit Agreement is hereby amended by adding as a new Section 3.19 to the end thereof, the following:
“ 3.19 CDOR Discontinuation
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(a) If the Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or the Lenders notify the Agent that the Borrower or Lenders (as applicable) have determined that:
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(i) adequate and reasonable means do not exist for ascertaining the CDOR Rate, including because the Refinitive Benchmark Services CDOR page is not available or published on a current basis for the applicable period and such circumstances are unlikely to be temporary;
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(ii) the administrator of the CDOR Rate or a Governmental Authority having jurisdiction has made a public statement identifying a specific date after which the CDOR Rate will permanently or indefinitely cease to be made available or permitted to be used for determining the interest rate of loans;
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(iii) a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the CDOR Rate shall no longer be permitted to be used for determining the interest rate of loans (each such specific date in clause (ii) above and in this clause (iii) a “ CDOR Scheduled Unavailability Date ”); or
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(iv) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.19(a), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the CDOR Rate,
then reasonably promptly after such determination by the Agent or receipt by the Agent of such notice, as applicable, the Agent and the Borrower may mutually agree upon a successor rate to the CDOR Rate, and the Agent and the Borrower may amend this Agreement to replace the CDOR Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein ), giving due consideration to any evolving or then existing convention for similar Canadian Dollars denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “ CDOR Successor Rate ”), together with any proposed CDOR Successor Rate conforming changes and any such amendment shall become effective at 5:00 p.m. (Toronto time) on the fifth Business Day after the Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Majority Lenders have delivered to the Agent written notice that such Majority Lenders do not accept such amendment.
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(b) If no CDOR Successor Rate has been determined and the circumstances under clause 3.19(a)(i) above exist or a CDOR Scheduled Unavailability Date has occurred (as applicable), the Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Bankers’ Acceptances and BA Equivalent Loans, shall be suspended (to the extent of the affected Bankers’ Acceptances, BA Equivalent Loans, or applicable periods). Upon receipt of such notice, the Borrower may revoke any pending request for an Advance of, conversion to or rollover of Bankers’ Acceptances or BA Equivalent Loans, (to the extent of the affected Bankers’ Acceptances, BA Equivalent Loans, or applicable periods) or, failing that, will be deemed to have converted such request into a request for an Advance of Prime Rate Advances (subject to the foregoing clause (b)) in the amount specified therein.
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(c) Notwithstanding anything else herein, any definition of the CDOR Successor Rate (exclusive of any margin) shall provide that in no event shall such CDOR Successor Rate be less than zero for the purposes of this Agreement. In addition, the CDOR Rate shall not be included or referenced in the definition of Prime Rate.
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(l) Section 3.4 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
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“ 3.4 Purpose
Borrowings under the Facilities shall be used by the Borrower for working capital and general corporate purposes of the Borrower (other than to fund a Hostile Acquisition) provided that, except in accordance with Sections 9.2(i) and 9.2(v), no Borrowings shall be used for any payment of principal, interest, fees or other amounts owing in respect of any Debt that is subordinate or ranks junior to the Lender Outstandings, including for certainty, the Permitted Junior Debt, and, for certainty, the Lenders may refuse to make any requested Accommodation which the Lenders, acting reasonably, determine would result in a contravention of this Section 3.4.”
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(m) Section 9.1 of the Credit Agreement is hereby amended by:
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(i) deleting paragraphs (hh) and (ii) thereof in its entirety and replacing each with the following:
“ [Intentionally Deleted] ”
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(ii) adding the following thereto, at the end thereof, as a new paragraph (jj):
- “(jj) Minimum ARO Expenditures : The Loan Parties shall make or incur, in each Fiscal Year, not less than an aggregate of $4,000,000 of capital expenditures in connection with its asset retirement and abandonment and reclamation liabilities, provided that any amounts covered under the Government of Alberta’s Site Rehabilitation Program (or any similar Government Financial Support provided in connection with the Loan Parties’ asset retirement and abandonment and reclamation liabilities) shall be included in the calculation of the Loan Parties’ capital expenditures for such purpose” .
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(n) Section 9.2 of the Credit Agreement is hereby amended by:
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(i) deleting paragraph (i) thereof in its entirety and replacing it with the following:
- “(i) Distributions : make, give effect to or implement any steps or procedures to make any Distributions without the express written consent of all of the Lenders other than (i) Distributions between Loan Parties, (ii) Permitted Restricted Award Option Distributions not exceeding, in the aggregate, $3,000,000 in any Fiscal Year and (iii) the repayment or prepayment of principal (including, for certainty, any capitalized interest thereon) outstanding from time to time under the Second Lien Debt, provided that, in the case of the foregoing clause (iii), the Loan Parties have, on a pro forma basis after giving effect to such Distribution, aggregate Liquidity in an amount not less than $40,000,000 and further provided that, in each case other than clause (i) above, no Default, Event of Default or Borrowing Base Shortfall has occurred and is continuing at the time of such Distribution or would reasonably be expected to result therefrom;”
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(ii) deleting paragraph (v) thereof in its entirety and replacing it with the following:
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- “(v) Prepayment of Second Lien Debt: notwithstanding the terms of any Second Lien Debt Document, the Borrower will not, and will not permit any other Loan Party to, make any redemption, repurchase or optional prepayment of the Second Lien Debt (or any portion thereof), unless (i) the Loan Parties have, on a pro forma basis after giving effect to such payment, aggregate Liquidity in an amount not less than $40,000,000 and (ii) no Default, Event of Default or Borrowing Base Shortfall has occurred and is continuing at the time of such payment or would reasonably be expected to result therefrom;”
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(iii) deleting paragraph (w) thereof in its entirety and replacing it with the following:
- “(w) Payment of Interest under Second Lien Debt: Notwithstanding the terms of any Second Lien Debt Document, the Borrower will not, and will not permit any Subsidiary to, make any cash payments of interest in connection with the Second Lien Debt; provided that, for certainty, any interest due and payable thereon shall be permitted to be capitalized and added to the principal of the Second Lien Debt then outstanding (any such interest, “ PIK’d Interest ”);”
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(iv) deleting the reference to “or any Unsecured Junior Debt Document” in paragraph (x) thereof;
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(o) Sections 9.2(s), 9.2(t), and 9.2(u) of the Credit Agreement are each hereby deleted it in its entirety and replaced with the following:
“ [Intentionally Deleted] ”
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(p) Section 10.1(f) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:
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“(f) Cross Default: If (i) there is an event of default under the Second Lien Debt Documents; or (ii) any Loan Party or the Person primarily liable or jointly and/or severally liable in the case of any contingent or joint and/or several obligation of any Loan Party is in default under any term or provision of any other agreement evidencing or securing Debt between itself and any Person (other than this Agreement), and such breach or default is in respect of an amount which (taken together with any other such breaches or defaults in respect of Debt and taken together with any accelerated amounts in respect of Debt) is in the aggregate in excess of the Threshold Amount; and, in any case, such breach or default is not remedied within any applicable cure period in the relevant agreement with respect to Debt;”
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(q) Article 12 of the Credit Agreement is hereby amended by adding the following thereto as a new Section 12.26:
“ 12.26 Erroneous Payments
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(a) If the Agent notifies a Lender, the Swap Lender or Creditcard Lender (in this Section 12.26, the “ Secured Parties ”) or any Person who has received funds on behalf of a Lender or other Secured Party (any such other recipient, a “ Payment
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Recipient ”) that the Agent has determined in its sole discretion (whether or not after receipt of any notice under Section 12.26(b)) that any funds received by such Payment Recipient from the Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Secured Party or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “ Erroneous Payment ”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Agent, and such Lender or other Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Agent in same day funds at the greater of (x) in respect of an Erroneous Payment in Canadian Dollars or any other currency at a fluctuating rate per annum equal to the overnight rate at which Canadian Dollars or funds in the currency of such Erroneous Payment, as the case may be, may be borrowed by the Agent in the interbank market in an amount comparable to such Erroneous Payment (as determined by the Agent); and (y) a rate determined by the Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Agent to any Payment Recipient under this Section 12.26(a) shall be conclusive, absent manifest error.
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(b) Without limiting Section 12.26(a), each Lender and each other Secured Party hereby further agrees that if it (or any other Payment Recipient on its behalf) receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates), or (z) that such Lender, other Secured Party or other such Payment Recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:
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(i) (A) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and
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(ii) such Lender or other Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Agent of its receipt of such payment, prepayment or repayment, the
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details thereof (in reasonable detail) and that it is so notifying the Agent pursuant to this Section 12.26(b).
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(c) Each Lender and each other Secured Party hereby authorizes the Agent to set off, net and apply any and all amounts at any time owing to such Lender or other Secured Party under any Loan Document, or otherwise payable or distributable by the Agent to such Lender or other Secured Party from any source, against any amount due to the Agent under Section 12.26(a) or under the indemnification provisions of this Agreement.
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(d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Agent for any reason, after demand therefor by the Agent in accordance with immediately preceding clause (a), from any Lender or other Secured Party that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “ Erroneous Payment Return Deficiency ”), upon the Agent’s notice to such Lender or other Secured Party at any time, (i) such Lender or other Secured Party shall be deemed to have assigned a portion of its Applicable Percentage of the Lender Outstandings (the “ Assigned Outstandings ”) (but not its Commitment) in the currency in which such Erroneous Payment was made in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Agent may specify) (such assignment of the Assigned Outstandings (but not Commitments), the “ Erroneous Payment Deficiency Assignment ”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Agent in such instance), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption) with respect to such Erroneous Payment Deficiency Assignment, (ii) the Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment and (iii) upon such deemed acquisition, the Agent as the assignee Lender shall become a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender. The Agent may, in its discretion, sell any Assigned Outstandings and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Assigned Outstandings (or portion thereof), and the Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Agent has sold any Assigned Outstandings (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Agent may be equitably subrogated, the Agent shall be contractually subrogated to all the rights and interests of the applicable Lender under the Loan Documents with respect to each Erroneous Payment Return Deficiency.
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(e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Lender Outstandings owed by the Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Agent from (i) the Borrower or any other Loan Party or (ii) the proceeds of realization from the enforcement of one or more of the Loan Documents against or in respect of one or more Loan Party, in each case, for the purpose of making such Erroneous Payment.
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(f) To the extent permitted by Applicable Law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Agent for the return of any Erroneous Payment received, including, without limitation, waiver of any defense based on “discharge for value” or any similar doctrine.
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(g) Each party’s obligations, agreements and waivers under this Section 12.26 shall survive the resignation or replacement of the Agent, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Lender Outstandings (or any portion thereof) under any Loan Document.”
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Confirmation of Borrowing Base . As of the Fourth Amendment Date, the Parties confirm that the Borrowing Base remains $225,000,000.
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Conditions Precedent . This Fourth Amending Agreement is only effective upon:
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(a) the receipt by the Agent on behalf of the Lenders of a fully executed copy of this Fourth Amending Agreement; and
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(b) payment of all fees owing to the Agent and Lenders including an extension fee equal to [redacted] basis points payable to the Agent on behalf of each Lender based on the amount of each Lender’s Commitment.
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Representations and Warranties . The Borrower hereby represents and warrants to the Agent and each Lender that, as of the Fourth Amendment Date, its representations and warranties contained in Section 2.1 of the Amended Credit Agreement, and except to the extent such representations and warranties relate solely to an earlier date, are true and correct in all material respects and additionally represents and warrants as follows on the Fourth Amendment Date:
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(a) the execution and delivery of this Fourth Amending Agreement and the performance by it of its obligations under the Amended Credit Agreement (i) are within its powers, (ii) have been duly authorized by all necessary action, (iii) have received all necessary governmental approvals (if any required), and (iv) do not and will not contravene or conflict with any provision of Applicable Law or of its constating documents or by-laws; and
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(b) the Amended Credit Agreement is a legal, valid and binding obligation of it, enforceable in accordance with its terms except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, winding-up, moratorium or similar laws relating to the enforcement of creditors’ rights generally and by general principles of equity.
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Continuing Effect . Each party hereto acknowledges and agrees that the Amended Credit Agreement, the Loan Documents and all other documents entered into in connection therewith, will be and continue in full force and effect and are hereby confirmed and the rights and obligations of all parties thereunder will not be affected or prejudiced in any manner except as specifically provided herein.
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Further Assurances . The Borrower will from time to time forthwith at the Agent’s request and at the Borrower’s own cost and expense make, execute and deliver, or cause to be done, made, executed and delivered, all such further documents, financing statements, assignments, acts, matters and things which may be reasonably required by the Agent and as are consistent with the intention of the Parties as evidenced herein, with respect to all matters arising under this Fourth Amending Agreement.
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Expenses . The Borrower will pay or reimburse the Agent and the Lenders, as applicable, for the reasonable out-of-pocket expenses, including reasonable legal fees and disbursements (on a solicitor and his own client full indemnity basis) and enforcement costs, incurred by the Agent and the Lenders, as applicable, in connection with the negotiation, preparation, execution and maintenance of this Fourth Amending Agreement and the Amended Credit Agreement.
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Governing Law . The parties hereto agree that this Fourth Amending Agreement is conclusively deemed to be made under, and for all purposes to be governed by and construed in accordance with, the laws of the Province of Alberta and of Canada applicable therein and the provisions of Section 14.8 of the Credit Agreement apply hereto.
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Counterparts . This Fourth Amending Agreement may be executed in any number of counterparts (including by facsimile or other electronic transmission), each of which when executed and delivered will be deemed to be an original, but all of which when taken together constitutes one and the same instrument. Any party hereto may execute this Fourth Amending Agreement by signing any counterpart. The words “execution”, “execute”, “executed”, “signed”, “signature” and words of like import in this Fourth Amending Agreement or in or related to any document to be signed in connection with this Fourth Amending Agreement and the transactions contemplated hereby, shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, in accordance with Applicable Law including, without limitation, as in provided Parts 2 and 3 of the Personal Information Protection and Electronic Documents Act (Canada), the Electronic Commerce Act, 2000 (Ontario), the Electronic Transactions Act (Alberta), or any other similar laws based on the Uniform Electronic Commerce Act of the Uniform Law Conference of Canada . The Agent may, in its discretion, require that any such documents and signatures executed electronically or delivered by fax or other electronic transmission be confirmed by a manually-signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature executed electronically or delivered by fax or other electronic transmission.
[Remainder of page intentionally left blank. Signature pages follow.]
IN WITNESS WHEREOF the parties hereto have caused this Fourth Amending Agreement to be duly executed on the date and year first above written.
CARDINAL ENERGY LTD.
By: ("Signed") Name: Title:
[Signature Page to Cardinal Energy – Fourth Amendment]
CANADIAN IMPERIAL BANK OF COMMERCE , as Agent
By: ("Signed") Name: Title: By: ("Signed") Name: Title:
[Signature Page to Cardinal Energy – Fourth Amendment]
CANADIAN IMPERIAL BANK OF COMMERCE , as Lender
By: ("Signed") Name: Title: By: ("Signed") Name: Title:
[Signature Page to Cardinal Energy – Fourth Amendment]
ATB FINANCIAL , as Lender
By: ("Signed") Name: Title: By: ("Signed") Name: Title:
[Signature Page to Cardinal Energy – Fourth Amendment]
ROYAL BANK OF CANADA , as Lender
By: ("Signed") Name: Title: By: Name: Title:
[Signature Page to Cardinal Energy – Fourth Amendment]
THE BANK OF NOVA SCOTIA , as Lender
By: ("Signed") Name: Title: By: ("Signed") Name: Title:
[Signature Page to Cardinal Energy – Fourth Amendment]
EXPORT DEVELOPMENT CANADA , as Lender
By: ("Signed") Name: Title: By: ("Signed") Name: Title:
[Signature Page to Cardinal Energy – Fourth Amendment]
CANADIAN WESTERN BANK , as Lender
By: ("Signed") Name: Title: By: ("Signed") Name: Title:
[Signature Page to Cardinal Energy – Fourth Amendment]