Common use of Annual Scheduled Determinations of the Borrowing Base Clause in Contracts

Annual Scheduled Determinations of the Borrowing Base. Promptly after January 1 of each calendar year (commencing January 1, 2012), and in any event prior to February 15 of each calendar year, Borrower shall furnish to the Administrative Agent and the Lenders a report in form and substance reasonably satisfactory to the Administrative Agent, prepared by Borrower’s internal petroleum engineers and audited by an Approved Engineer, which report shall evaluate as of January 1 of such calendar year the Proven Reserves attributable to the Oil and Gas Properties which Borrower wishes to include in the Borrowing Base and a projection of the rate of production and net operating income with respect thereto, as of such date, together with additional data concerning pricing, hedging, operating costs and quantities of production, and other information and engineering and geological data as the Administrative Agent or any Lender may reasonably request. Within 30 days after receipt of such report and information, the Administrative Agent shall make an initial determination of the amount of credit to be made available to Borrower hereunder as of April 1st of such calendar year, and upon such initial determination shall promptly notify the Lenders in writing of the Administrative Agent’s initial determination of the Borrowing Base. The Administrative Agent shall make such determination in accordance with its customary practices and standards for oil and gas loans and in the exercise of its sole discretion. Within 15 days following their receipt of the proposed amount for the redetermined Borrowing Base, (i) for any increase to the redetermined Borrowing Base, the Administrative Agent and the Lenders representing one hundred percent (100%) of the Commitments shall approve the Administrative Agent’s initial determination of the Borrowing Base and (ii) for no change or any decrease to the redetermined Borrowing Base, the Administrative Agent and Required Lenders shall approve the Administrative Agent’s initial determination of the Borrowing Base, by written notice to the Administrative Agent; provided, however that failure by any Lender to reject in writing the Administrative Agent’s determination of the Borrowing Base within such 15-day period shall be deemed an acceptance of such determination by such Lender. If the Required Lenders fail to approve any such determination of the Borrowing Base made by the Administrative Agent hereunder, then the Administrative Agent shall poll the Lenders and the Borrowing Base shall be set at the highest amount on which the Required Lenders can agree, it being understood that a Lender is deemed to have agreed to any and all amounts that are lower than the amount actually determined by such Lender to be the appropriate value of the Borrowing Base. Upon approval or deemed approval by the Required Lenders of the Borrowing Base, the Administrative Agent upon notice thereof shall, by written notice to Borrower, the Agents and the Lenders, designate the new Borrowing Base available to Borrower as of April 1st of such calendar year (each such notice in this Section 2.7(b) or Section 2.7(c) below, herein a “Borrowing Base Designation Notice”).

Annual Scheduled Determinations of the Borrowing Base. Promptly after January 1 June 30 of each calendar year (year, commencing January 1June 30, 2012)2007, and in any event prior to February August 15 (in the case of the 2007 calendar year) or September 30 (in the case of each calendar yearyear thereafter), the Borrower shall furnish to the Administrative Agent and the Lenders a report Reserve Report in form and substance reasonably satisfactory to the Administrative Agent, prepared by Borrower’s internal petroleum engineers and audited by an Approved Engineer, which report Reserve Report shall evaluate be dated as of January 1 June 30 of such calendar year and shall set forth the Proven Reserves proven and producing oil and gas reserves attributable to the Oil and Gas Properties which owned directly by the Borrower and its Subsidiaries that the Borrower wishes to include in the Borrowing Base and a projection of the rate of production and future net income, taxes, operating income expenses and capital expenditures with respect thereto, thereto as of such date, based on pricing assumptions consistent with SEC reporting requirements at the time, together with additional data concerning pricing, hedging, operating costs quantities and quantities purchasers of production, and other information and engineering and geological data as the Administrative Agent or any Lender may reasonably request. Within 30 fifteen (15) days after receipt of all such Reserve Report (or, for purposes of the Reserve Report required to be delivered by no later than August 15, 2007 pursuant to this Section, eight (8) days after receipt of such report Reserve Report) and information, the Administrative Agent shall make an initial determination of the amount of credit to be made available to Borrower hereunder as of April 1st of such calendar yearnew Borrowing Base (the “Proposed Borrowing Base”), and upon such initial determination shall promptly notify the Lenders in writing of its initial determination of the Proposed Borrowing Base. Such initial determination made by the Administrative Agent shall be so made by the Administrative Agent in the exercise of its sole discretion in accordance with the Administrative Agent’s customary practices and standards for oil and gas lending as they exist at the particular time. In no event shall the Proposed Borrowing Base exceed the aggregate Loan Commitments of the Lenders. The Required Lenders shall approve or reject the Administrative Agent’s initial determination of the Borrowing Base. The Administrative Agent shall make such determination in accordance with its customary practices and standards for oil and gas loans and in the exercise of its sole discretion. Within 15 days following their receipt of the proposed amount for the redetermined Borrowing Base, (i) for any increase to the redetermined Borrowing Base, the Administrative Agent and the Lenders representing one hundred percent (100%) of the Commitments shall approve the Administrative Agent’s initial determination of the Proposed Borrowing Base and (ii) for no change or any decrease to the redetermined Borrowing Base, the Administrative Agent and Required Lenders shall approve the Administrative Agent’s initial determination of the Borrowing Base, by written notice to the Administrative Agent within fifteen (15) days (or, for purposes of the Reserve Report required to be delivered by no later than August 15, 2007 pursuant to this Section, within eight (8) days) of the Administrative Agent’s notification of its initial determination; provided, however that failure by any Lender to reject confirm in writing writing, the Administrative Agent’s determination of the Proposed Borrowing Base within such 15-day period shall be deemed and shall be deemed, an acceptance approval of such determination by such Lenderthe Proposed Borrowing Base. If the Required Lenders fail to approve any such determination of the Proposed Borrowing Base made by the Administrative Agent hereunderhereunder in such fifteen (15) or eight (8) day period, as the case may be, then the Administrative Agent shall poll the Lenders and to ascertain the highest Proposed Borrowing Base shall be set at the highest amount on which then acceptable to the Required Lenders can agreefor purposes of this Section 2.8.2 and, it being understood that a Lender is deemed subject to have agreed to any and all the last sentence of this Section 2.8.2, such amounts that are lower than shall become the amount actually determined by such Lender to be new Borrowing Base effective on the appropriate value of the Borrowing Basedate specified in this Section 2.8. Upon approval or deemed approval agreement by the Administrative Agent and the Required Lenders of the new Borrowing Base, the Administrative Agent upon notice thereof shall, by written notice to Borrower, the Agents Borrower and the Lenders, designate the new Borrowing Base available to Borrower the Borrower. Such designation shall be effective as of April 1st the Business Day specified in such written notice (or, if no effective date is specified in such written notice, the next Business Day following delivery of such calendar year (each written notice) and such notice in this Section 2.7(b) or Section 2.7(c) below, herein a “new Borrowing Base Designation Notice”shall remain in effect until the next determination or redetermination of the Borrowing Base in accordance with this Agreement. Anything herein contained to the contrary notwithstanding, any determination or redetermination of the Borrowing Base resulting in any increase of the Borrowing Base in effect immediately prior to such determination or redetermination shall require the approval of all the Lenders in their sole discretion in accordance with their respective customary practices and standards for oil and gas lending as they exist at the particular time. Credit Agreement (First Lien).

Annual Scheduled Determinations of the Borrowing Base. Promptly after January 1 of each calendar year (commencing January 1, 2012), and in any event prior to February March 15 of each calendar year, Borrower shall furnish to the Administrative Agent and the Lenders a report in form and substance reasonably satisfactory to the Administrative Agent, prepared by Borrower’s internal petroleum engineers and audited by an Approved Engineer, which report shall evaluate as of January 1 of such calendar year the Proven Reserves attributable to the Oil and Gas Properties which Borrower wishes to include in the Borrowing Base and a projection of the rate of production and net operating income with respect thereto, as of such date, together with additional data concerning pricing, hedging, operating costs and quantities of production, and other information and engineering and geological data as the Administrative Agent or any Lender may reasonably request. Within 30 days after receipt of such report and information, the Administrative Agent shall make an initial determination of the amount of credit to be made available to Borrower hereunder as of April on or about May 1st of such calendar year, and upon such initial determination shall promptly notify the Lenders in writing of the Administrative Agent’s initial determination of the Borrowing BaseBase and the Loan Value of the Borrowing Base Properties. The Administrative Agent shall make such determination in accordance with its customary practices and standards for oil and gas loans and in the exercise of its sole discretion. Within 15 days following their receipt of the proposed amount for the redetermined Borrowing BaseBase and the Loan Value of the Borrowing Base Properties, (i) for any increase to the redetermined Borrowing Base, the Administrative Agent and the Borrowing Base Increase Required Lenders representing one hundred percent (100%) of the Commitments shall approve the Administrative Agent’s initial determination of the Borrowing Base and (ii) for no change or any decrease to the redetermined Borrowing Base, the Administrative Agent and Borrowing Base Required Lenders shall approve the Administrative Agent’s initial determination of the Borrowing Base, by written notice to the Administrative Agent; provided, however however, that failure by any Lender to reject in writing the Administrative Agent’s determination of the Borrowing Base within such 15-day period shall be deemed an acceptance of such determination by such Lender. If the Borrowing Base Increase Required Lenders or the Borrowing Base Required Lenders fail to approve any such determination of the Borrowing Base made by the Administrative Agent hereunder, then the Administrative Agent shall poll the Lenders and the Borrowing Base shall be set at the highest amount on which the Borrowing Base Increase Required Lenders or the Borrowing Base Required Lenders can agree, it being understood that a Lender is deemed to have agreed to any and all amounts that are lower than the amount actually determined by such Lender to be the appropriate value of the Borrowing BaseBase and the Loan Value of the Borrowing Base Properties. Upon approval or deemed approval by the Borrowing Base Increase Required Lenders or the Borrowing Base Required Lenders of the Borrowing Base, the Administrative Agent upon notice thereof shall, by written notice to Borrower, the Agents and the Lenders, designate the new Borrowing Base available to Borrower as and the Loan Value of April the Borrowing Base Properties on or about May 1st of such calendar year (each such notice in this Section 2.7(b) or Section 2.7(c) below, herein a “Borrowing Base Designation Notice”).

Annual Scheduled Determinations of the Borrowing Base. Promptly after January 1 of each calendar year (year, commencing January 1, 2012)2007, and in any event prior to February 15 March 31 of each calendar yearyear (commencing March 31, 2007), the Borrower shall furnish to the Administrative Agent and the Lenders a report Reserve Report in form and substance reasonably satisfactory to the Administrative Agent, prepared by Borrower’s internal petroleum engineers and audited by an Approved Engineer, which report Reserve Report shall evaluate be dated as of January 1 of such calendar year and shall set forth the Proven Reserves proven and producing oil and gas reserves attributable to the Oil and Gas Properties which owned directly by the Borrower and its Subsidiaries that the Borrower wishes to include in the Borrowing Base and a projection of the rate of production and future net income, taxes, operating income expenses and capital expenditures with respect thereto, thereto as of such date, based on pricing assumptions consistent with SEC reporting requirements at the time, together with additional data concerning pricing, hedging, operating costs quantities and quantities purchasers of production, and other information and engineering and geological data as the Administrative Agent or any Lender may reasonably request. Within 30 fifteen (15) days after receipt of all such report Reserve Report and information, the Administrative Agent shall make an initial determination of the new Borrowing Base (the “Proposed Borrowing Base”) as well as an initial determination of the projected amount of credit to the Borrowing Base for the upcoming scheduled determination of the Borrowing Base (such projected amount, which shall be made available to Borrower hereunder as of April 1st a date specified by the Administrative Agent, is herein referred to as the “Projected Borrowing Base” and such specified date is herein the “Projected Borrowing Base Specified Date”), which for purposes of such calendar yearthis Section 2,8.2 is the semi-annual determination described in Section 2.8.3, and upon such initial determination determinations shall promptly notify the Lenders in writing of its initial determinations of the Proposed Borrowing Base and the Projected Borrowing Base. Such initial determinations made by the Administrative Agent shall be so made by the Administrative Agent in the exercise of its sole discretion in accordance with the Administrative Agent’s initial determination of the Borrowing Base. The Administrative Agent shall make such determination in accordance with its customary practices and standards for oil and gas loans and in lending as they exist at the exercise of its sole discretionparticular time. Within 15 days following their receipt In no event shall the Proposed Borrowing Base or the Projected Borrowing Base exceed the aggregate Loan Commitments of the proposed amount for the redetermined Borrowing BaseLenders, (i) for any increase to the redetermined Borrowing Base, the Administrative Agent and the The Required Lenders representing one hundred percent (100%) of the Commitments shall approve or reject the Administrative Agent’s initial determination determinations of the Proposed Borrowing Base and (ii) for no change or any decrease to the redetermined Projected Borrowing Base, the Administrative Agent and Required Lenders shall approve the Administrative Agent’s initial determination of the Borrowing Base, Base by written notice to the Administrative Agent within fifteen (15) days of the Administrative Agent’s notification of its initial determinations; provided, however that failure by any Lender to reject confirm in writing writing, the Administrative Agent’s determination determinations of the Proposed Borrowing Base within such 15-day period or the Projected Borrowing Base shall be deemed and shall be deemed, an acceptance approval of such determination by such Lenderthe Proposed Borrowing Base or the Projected Borrowing Base, as the case may be. If the Required Lenders fail to approve any such determination of the Proposed Borrowing Base or the Projected Borrowing Base made by the Administrative Agent hereunderhereunder in such fifteen (15) day period, then the Administrative Agent shall poll the Lenders and to ascertain the highest Proposed Borrowing Base shall be set at the highest amount on which and Projected Borrowing Base then acceptable to the Required Lenders can agreefor purposes of this Section 2.8.2 and, it being understood that a Lender is deemed subject to have agreed to any the last sentence of this Section 2.8.2, such amounts shall become the new Borrowing Base and all amounts that are lower than the amount actually determined by such Lender to be the appropriate value of the Projected Borrowing Base, as appropriate, effective on the date specified in this Section 2.8. Upon approval or deemed approval agreement by the Administrative Agent and the Required Lenders of the new Borrowing Base and Projected Borrowing Base, the Administrative Agent upon notice thereof shall, by written notice to Borrower, the Agents Borrower and the Lenders, designate the new Borrowing Base available to the Borrower and designate the Projected Borrowing Base. Such designation shall be effective as of April 1st the Business Day specified in such written notice (or, if no effective date is specified in such written notice, the next Business Day following delivery of such calendar year (each written notice) and such notice new Borrowing Base shall, subject to the reductions described in this Section 2.7(b) or Section 2.7(c) 2.8.7 below, herein a “remain in effect until the next determination or redetermination of the Borrowing Base Designation Notice”)in accordance with this Agreement. Anything herein contained to the contrary notwithstanding, any determination or redetermination of the Borrowing Base resulting in any increase of the Borrowing Base in effect immediately prior to such determination or redetermination shall require the approval of all the Lenders in their sole discretion in accordance with their respective customary practices and standards for oil and gas lending as they exist at the particular time.