Common use of Borrowing Base Determinations Clause in Contracts

Borrowing Base Determinations. (a) The Borrowing Base as of ----------------------------- November 1, 1998 is acknowledged by the Borrower and the Lenders to be $43,000,000. Commencing as of February 1, 1999 and continuing thereafter on the first day of each calendar month through the next Borrowing Base Determination which is scheduled for May 1, 1999, the amount of the Borrowing Base shall be reduced by $450,000. (b) The Borrowing Base shall be redetermined semi-annually on the basis of information supplied by the Borrower in compliance with the provisions of this Agreement, including, without limitation, Reserve Reports, and all other relevant information available to the Lenders. In addition, the Lenders shall, in the normal course of business following a request of the Borrower, redetermine the Borrowing Base; provided, however, the Lenders shall not be obligated to respond to more than four such requests during any calendar year, and in no event shall the Lenders be required to redetermine the Borrowing Base more than once in any two-month period, including, without limitation, each scheduled semi-annual redetermination provided for above. Notwithstanding the foregoing, the Lenders may at their discretion redetermine the Borrowing Base and the amount by which the Borrowing Base shall be reduced each calendar month as set forth in Section 2.9 (a) at any time and from time to time. (c) Upon each determination of the Borrowing Base by the Lenders, the Agent shall notify the Borrower orally (confirming such notice promptly in writing) of such determination, and the Borrowing Base and the monthly amount by which the Borrowing Base shall be reduced so communicated to the Borrower shall become effective upon such written notification and shall remain in effect until the next subsequent determination of the Borrowing Base and the monthly amount by which the Borrowing Base shall be reduced. (d) The Borrowing Base shall represent the determination by the Lenders, in accordance with the applicable definitions and provisions herein contained and their customary lending practices for loans of this nature, of the value, for loan purposes, of the Mortgaged Properties, subject, in the case of any increase in the Borrowing Base, to the credit approval process of the Lenders. Furthermore, the Borrower acknowledges that the determination of the Borrowing Base contains an equity cushion (market value in excess of loan value), which is acknowledged by the Borrower to be essential for the adequate protection of the Lenders.

Borrowing Base Determinations. (a) The Borrowing Base as of ----------------------------- November 1, 1998 the Closing Date is acknowledged by the Borrower Borrower, the Agent and the Lenders to be $43,000,000. Commencing as of February 1, 1999 and continuing thereafter on the first day of each calendar month through the next Borrowing Base Determination which is scheduled for May 1, 1999, the amount of the Borrowing Base shall be reduced by $450,00025,000,000.00. (b) The Borrowing Base shall be redetermined by the Agent semi-annually through the Termination Date, within ninety (90) days after each December 31 and June 30, with the first such Borrowing Base redetermination under this Agreement to be made on or before March 31, 2002, for the Mineral Interests as of December 31, 2001, on the basis of information supplied by the Borrower in compliance with the provisions of this Agreement, including, without limitation, the Reserve Reports, and all other relevant information available to the Lenders. In addition, the Lenders shall, in the normal course of business following a request of the Borrower, redetermine the Borrowing Base; provided, however, the Lenders shall not be obligated to respond to more than four such requests during any calendar year, and in no event shall the Lenders be required to redetermine the Borrowing Base more than once in any two-month period, including, without limitation, each scheduled semi-annual redetermination provided for aboveavailable. Notwithstanding the foregoing, the Lenders Agent may at their its discretion redetermine (and at the request of the determining Lenders shall) make redeterminations of the Borrowing Base and upon the amount by which occurrence of any sale, transfer, release or other disposition or loss or relinquishment of any Collateral having an aggregate value for all such sales or dispositions since the most recent determination of the Borrowing Base hereunder which exceeds $2,500,000, provided, that nothing in this provision shall be reduced each deemed to authorize any sale of any property prohibited pursuant to this agreement or any other Loan Document. In addition to the determinations of the Borrowing Base required pursuant to this Section 2.6(b) hereof, one additional special determination thereof may be requested during any calendar month year by either Borrower or the Determining Lenders. Upon any such special determination of the Borrowing Base, if requested by Agent, Borrower shall submit both (i) a current report of a firm of independent petroleum engineers acceptable to Agent, prepared in accordance with customary standards and procedures of the petroleum industry which report shall (A) evaluate the Mineral Interests subject to such redetermination (in the same manner as set forth provided in this Section 2.9 2.6 for other such redeterminations) and (aB) at any time be dated within sixty (60) days of such requested redetermination, and from time (ii) title opinions, environmental reports and other information reasonably requested by and in form and substance acceptable to timeAgent, for those additional Mineral Interests which Borrower desires to be considered within the Borrowing Base. Adjustments to the Borrowing Base based upon the addition of Mineral Interests shall not be effective prior to the date of filing and recording of such Collateral Documents as required by Agent. (c) Upon each determination of the Borrowing Base by the Lendersredetermination, the Agent shall notify each Lender of its recommendation for such redetermined Borrowing Base and the Lenders shall have ten (10) Business Days to approve or reject such recommendation by written notice to Agent. The proposed Borrowing Base must be approved by the Determining Lenders; provided, however, that no proposed increase in the Borrowing Base shall be effective unless approved by all of the Lenders. In the event that the Determining Lenders or all of the Lenders, as applicable, cannot agree as to the amount of the redetermined Borrowing Base, the Borrowing Base shall be and be deemed to be the lowest amount determined by any Lender. The Agent shall notify the Borrower orally verbally (confirming such notice promptly in writing) of such determinationdetermination by the Lenders, and the Borrowing Base and the monthly amount by which the Borrowing Base shall be reduced so communicated to the Borrower shall become effective upon such written verbal notification and shall remain in effect until the next subsequent determination of the Borrowing Base and redetermination in accordance with the monthly amount by which the Borrowing Base shall be reducedterms hereof. (d) The Borrowing Base shall represent the determination by Agent and the Lenders, in their sole discretion and in accordance with the applicable definitions their standard engineering and provisions herein contained lending policies and their practices customary lending practices for loans of this nature, of the value, for loan purposes, of the Mortgaged Properties, subject, in the case of any increase in the Borrowing Base, to the which Borrower acknowledges may require new and independent credit approval process of the Lendersapprovals by each Lender. Furthermore, the Borrower acknowledges that the determination of the Borrowing Base contains an equity cushion (market value in excess of loan value), which is acknowledged by the Borrower to be essential for the adequate protection of the Lenders.

Borrowing Base Determinations. Section 2.1.7 of the Original Agreement is hereby amended in its entirety to read as follows: (a) The Borrowing Base as of ----------------------------- November 1, 1998 the Closing Date is acknowledged by the Borrower Related Persons and the Lenders Lender to be $43,000,00020,000,000. Commencing as of February 1From December 19, 1999 and continuing thereafter on the first day of each calendar month 1995, through the next Borrowing Base Determination which is scheduled for May 1Revolving Credit Commitment Termination Date and subject to the further provisions of this Section, 1999, the amount of the Borrowing Base shall be reduced by $450,000. (b) The Borrowing Base shall be redetermined semi-annually quarterly on the basis of information supplied by the Borrower Related Persons in compliance with the provisions of this Agreement, including, without limitation, Borrowing Base Certificates, Receivable Reports and Reserve Reports, and all other relevant information then available to the Lenders. In addition, the Lenders shall, in the normal course of business following a request of the Borrower, redetermine the Borrowing Base; provided, however, the Lenders shall not be obligated to respond to more than four such requests during any calendar year, and in no event shall the Lenders be required to redetermine the Borrowing Base more than once in any two-month period, including, without limitation, each scheduled semi-annual redetermination provided for aboveLender. Notwithstanding the foregoing, Lender may, in the Lenders may at their discretion redetermine exercise of its good faith discretion, make redeterminations of the Borrowing Base and (i) no more frequently than quarterly on the amount by which the Borrowing Base shall be reduced each calendar month as set forth in Section 2.9 basis of information then available to Lender regarding Credit Accounts, (aii) at any time and from time to timetime on the basis of information then available to Lender regarding Mortgaged Properties and (iii) at any time and from time to time upon the occurrence of any event or change having a Material Adverse Effect. (cb) Upon each determination The Borrowing Base at any particular date shall be that set forth in the most recent Borrowing Base Certificate submitted to Lender pursuant to subsection 5.2, as such figure may be adjusted or redetermined from time to time by Lender. Lender shall notify Borrower orally or by facsimile within five Business Days after receipt of the Borrowing Base by the Lenders, the Agent shall notify the Borrower orally Certificate (confirming such notice promptly in writing) of such its determination, and the Borrowing Base and the monthly amount by which the Borrowing Base shall be reduced so communicated to the Borrower shall become effective upon such written verbal or facsimile notification and by Lender to Borrower. Any Borrowing Base established pursuant to this Agreement shall remain in effect until the next subsequent determination of the Borrowing Base and the monthly amount by which the Borrowing Base shall be reduced. (d) Base. The Borrowing Base shall represent the determination by the LendersLender, in accordance with the applicable definitions and provisions herein contained and their customary lending practices with consideration for loans the nature of this naturethe facilities established hereunder, of the value, for loan purposes, of the Mortgaged PropertiesEligible Accounts, subjectthe Oil and Gas Reserves, in the case of any increase in Eligible Turnkey Drilling Contracts, and the Borrowing Base, to the credit approval process of the LendersFleet Value. Furthermore, the Borrower acknowledges Related Persons acknowledge that the determination of the Borrowing Base contains an equity cushion (market value in excess of loan value), which is acknowledged by the Borrower Related Persons to be essential for the adequate protection of Lender. Determination of the LendersOil and Gas Reserves shall be made by Lender in its sole and absolute discretion."

Borrowing Base Determinations. (a) The Tranche A Borrowing Base as of ----------------------------- November 1, 1998 is acknowledged by the each Borrower and the Lenders each Lender to be $43,000,00095,000,000. Commencing as of February 1, 1999 and continuing thereafter on the first day of each calendar month through the next The Tranche B Borrowing Base Determination which is scheduled for May 1acknowledged by each Borrower and each Lender to be zero. Each Borrower and each Lender acknowledge that, 1999after the acquisition of the Quaker State Properties, the amount of the Tranche A Borrowing Base shall be reduced by $450,000116,000,000 and the Tranche B Borrowing Base shall be $22,000,000. (b) The Each Borrowing Base shall be redetermined by the Lenders semi-annually on the basis of information supplied by the Borrower Borrowers in compliance with the provisions of this Agreement, including, without limitation, Reserve Reports, Financial Statements, and all other relevant information available to the Lenders. In addition, the Lenders shall, in the normal course of business following a request of the Borrower, redetermine the Borrowing Base; provided, however, the Lenders shall not be obligated to respond to more than four such requests during any calendar year, and in no event shall the Lenders be required to redetermine the Borrowing Base more than once in any two-month period, including, without limitation, each scheduled semi-annual redetermination provided for above. Notwithstanding the foregoing, the any two Lenders may at may, in their discretion redetermine the discretion, require that a redetermination of either Borrowing Base and the amount by which the Borrowing Base shall be reduced each calendar month as set forth in Section 2.9 (a) made at any time and from time to time. Upon such a requirement by any two Lenders, such redetermination shall be made by the Lenders as otherwise provided in this Section. (c) Upon each determination of the either Borrowing Base by the Lendersas provided in this Section, the Agent shall notify the Borrower orally Borrowers verbally (confirming such notice promptly in writing) of such determination, and the Borrowing Base and the monthly amount by which the Borrowing Base shall be reduced so communicated to the Borrower shall become effective upon such written verbal notification and shall remain in effect until the next subsequent determination of the such Borrowing Base and the monthly amount by which the Borrowing Base shall be reducedBase. (d) The Each Borrowing Base shall represent the lowest amount among the Lenders based upon the determination by each of the Lenders, in its sole discretion and in accordance with the applicable definitions its standard engineering and provisions herein contained lending policies and their practices customary lending practices for loans of this nature, of the value, for loan purposes, of the Mortgaged Properties, subject, in Oil and Gas Properties of the case of Borrowers which are unencumbered by Liens other than Liens existing at any increase in time for the Borrowing Base, to the credit approval process benefit of the Lenders. Furthermore, the each Borrower acknowledges that the each determination of the either Borrowing Base contains an equity cushion (reflects a margin or discount below market value in excess of loan value)which may change from time to time, which is acknowledged by the Borrower Borrowers to be essential for the adequate protection of the Lenders."

Borrowing Base Determinations. (a) The Borrowing Base as of ----------------------------- November 1, 1998 the Closing Date is acknowledged agreed by the Borrower and the Lenders to be $43,000,000. Commencing as of February 132,500,000; provided that notwithstanding the foregoing, 1999 and continuing thereafter on in the first day of each calendar month through event that prior to the next Borrowing Base Determination which is scheduled for May 1, 1999, the amount initial redetermination of the Borrowing Base pursuant to the provisions of this Section 2.12 (other than pursuant to this clause (a)) one or more additional Lenders shall become party to this Agreement and as a result the aggregate Facility Amounts of all of the Lenders shall be reduced in excess of $32,500,000, then, for purposes of this Agreement, the Borrowing Base shall automatically increase by an amount equal to the lesser of $450,0002,500,000 or the amount by which the aggregate Facility Amounts of all of the Lenders including such additional Lenders is in excess of $32,500,000. (b) The Borrowing Base shall be redetermined by the Agent, with the consent of the Lenders, semi-annually effective as of each April 1 and October 1, commencing April 1, 2002, on the basis of information supplied by the Borrower in compliance with the provisions of this Agreement, including, without limitation, including Reserve Reports, and all other relevant information available to the Agent and the Lenders. In addition, the Lenders Agent, with the consent of the Lenders, shall, in the normal course of business following a request of the Borrower, redetermine the Borrowing Base; provided, however, (i) the Agent and the Lenders shall not be obligated to respond to more than four one (1) such requests request during any calendar year, and year in no event shall the Lenders be required addition to redetermine the Borrowing Base more than once in any two-month period, including, without limitation, each scheduled semi-annual redetermination provided for aboveabove and (ii) no such discretionary redetermination of the Borrowing Base shall be permitted prior to January 1, 2002. Notwithstanding the foregoing, the Lenders Agent, with the consent of the Lenders, may at their its discretion redetermine the Borrowing Base and the amount by which the Borrowing Base shall be reduced each calendar month as set forth in Section 2.9 (a) at any other time and from time to time. ; provided that, the Agent and the Lenders may not redetermine the Borrowing Base more that one (c1) Upon each determination time during any calendar year and no discretionary redetermination of the Borrowing Base by the LendersAgent and the Lenders shall be permitted prior to January 1, 2002. (c) In accordance with the preceding subparagraph (b), a preliminary determination of the Borrowing Base shall be made by the Agent within thirty (30) days of the Agent's receiving all of the information required under this Agreement in connection therewith and, upon making such initial determination (which preliminary determination may not exceed the Maximum Borrowing Base then in effect), the Agent shall notify the Borrower orally Lenders of such preliminary Borrowing Base determination. The Lenders, as required below, shall approve such determination by written notice to the Agent within ten (confirming 10) Business Days of the giving of notice of such notice promptly determination by the Agent to such Lenders; provided, however that failure by any Lender to confirm in writing) writing the Agent's determination of the Borrowing Base shall be, and shall be deemed, a rejection of such determination. Any change in the Borrowing Base (other than the automatic increase provided in clause (a) of this Section 2.12) shall be subject to the credit approval processes of the Lenders then in effect for loans of this type. If the Lenders or Required Lenders, as the case may be, fail to approve such preliminary determination of the Borrowing Base made by the Agent pursuant to this Section 2.12 during such ten (10) Business Day period, then the Lenders shall as soon as practicable, but in no event later than sixty (60) days after the expiration of such ten (10) Business Day period, make a determination of the Borrowing Base based on their sole discretion in accordance with their respective customary practices and standards for oil and gas loans and in accordance with the succeeding subparagraph (d). Upon agreement by the Agent and the Lenders as so required of the amount of credit to be made available to the Borrower hereunder, the Agent shall, by written notice to the Borrower and the Lenders, designate the new Borrowing Base available to the Borrower. During such 60-day period, the Borrowing Base theretofore in effect shall remain in effect. Any increase in the Borrowing Base shall require the consent of all of the Lenders. Any decrease in the Borrowing Base and any continuation of the monthly amount Borrowing Base at the same level shall require the consent of the Required Lenders. (d) In connection with any determination or redetermination of the Borrowing Base, the Agent and each Lender shall evaluate the Oil and Gas Properties in accordance with their then existing customary lending procedures for evaluating oil and gas reserves and related assets for loans of this type and in making such determination, the Agent and the Lenders shall consider reserve/engineering information, location of Oil and Gas Properties, total indebtedness of the Borrower and its Subsidiaries (and the terms of such Indebtedness), financial reports, commodity price forecasts, reserve adjustment factors, the discount rate used in calculating the Borrowing Base and any other information and factors deemed pertinent by which the Agent and the Lenders for loans of this type made to similar borrowers, in their sole discretion from time to time in each case in accordance with their then existing respective customary lending practices for evaluating oil and gas reserves and related assets. Notwithstanding the foregoing provisions of this Section if at any time the preliminary Borrowing Base redetermination by the Agent results in an increase in the Borrowing Base and such Borrowing Base is not approved unanimously by all the Lenders, then, in such event, during the next 60 day period the Borrower may, at its election, terminate the Commitments of such dissenting Lenders pursuant to the procedures set forth in Section 2.25. At the end of such 60 day period, the Borrowing Base shall be reduced so communicated an amount agreed to the Borrower shall become effective upon such written notification and shall remain in effect until the next subsequent determination of the Borrowing Base and the monthly amount by which the Borrowing Base shall be reduced. (d) The Borrowing Base shall represent the determination by the Lenders, in accordance with the applicable definitions Agent and provisions herein contained and their customary lending practices for loans of this nature, of the value, for loan purposes, of the Mortgaged Properties, subject, in the case of any increase in the Borrowing Base, to the credit approval process all of the Lenders. Furthermore, the Borrower acknowledges that the Agent and the Lenders have no obligation to increase the Borrowing Base and may reduce the Borrowing Base, in either case, at any time as provided herein or as a result of any circumstance, and further acknowledges that the determination of the Borrowing Base contains an equity cushion (market value in excess of loan value), which is acknowledged by the Borrower to be essential for the adequate protection of the Lenders.

Borrowing Base Determinations. (a) The Borrowing Base as of ----------------------------- November 1, 1998 the Closing Date is acknowledged by the Borrower Borrower, Administrative Agent and the Lenders to be $43,000,000. Commencing as of February 1, 1999 and continuing thereafter on the first day of each calendar month through the next Borrowing Base Determination which is scheduled for May 1, 1999, the amount of the Borrowing Base shall be reduced by $450,00075,000,000.00. (b) The Borrowing Base shall be redetermined by Administrative Agent semi-annually through the Termination Date, within ninety (90) days after each December 31 and June 30, with the first such Borrowing Base redetermination under this agreement to be made on or before March 31, 2006, for the Mineral Interests as of December 31, 2005, on the basis of information supplied by the Borrower in compliance with the provisions of this Agreementagreement, including, without limitation, the Reserve Reports, and all other relevant information available available. In addition to the determinations of the Borrowing Base required pursuant to this Section 2.6(b), one additional special determination thereof may be requested during any calendar year by either Borrower or the Determining Lenders. In addition, the Lenders shall, in the normal course Upon any such special determination of business following a request of the Borrower, redetermine the Borrowing Base; provided, howeverif requested by Administrative Agent, Borrower shall submit both (i) a current report of a firm of independent petroleum engineers acceptable to Administrative Agent, prepared in accordance with customary standards and procedures of the Lenders petroleum industry which report shall (A) evaluate the Mineral Interests subject to such redetermination (in the same manner as provided in this Section 2.6 for other such redeterminations) and (B) be dated within sixty (60) days of such requested redetermination, and (ii) title opinions, environmental reports and other information reasonably requested by and in form and substance acceptable to Administrative Agent, for those additional Mineral Interests which Borrower desires to be considered within the Borrowing Base. Adjustments to the Borrowing Base based upon the addition of Mineral Interests shall not be obligated effective prior to respond the date of filing and recording of such Collateral Documents as required by Administrative Agent. In addition to more than four such requests during any calendar year, and in no event shall the Lenders be required to redetermine the Borrowing Base more than once in any two-month period, including, without limitation, each scheduled semi-annual redetermination provided for above. Notwithstanding the foregoing, the Lenders may at their discretion redetermine the Borrowing Base and the amount by which the Borrowing Base shall be reduced each calendar month as set forth in Section 2.9 (a) at any time and subject to further adjustment from time to timetime in accordance with Section 8.18(c) and Section 9.10(e). (c) Upon each determination Borrowing Base redetermination, Administrative Agent shall notify each Lender of its recommendation for such redetermined Borrowing Base and the Lenders shall have ten (10) Business Days to approve or reject such recommendation by written notice to Administrative Agent. The proposed Borrowing Base must be approved by the Determining Lenders; provided, however, that no proposed increase in the Borrowing Base shall be effective unless approved by all of the Lenders. In the event that the Determining Lenders or all of the Lenders, as applicable, cannot agree as to the amount of the redetermined Borrowing Base, the Borrowing Base shall be and be deemed to be the lowest amount determined by any Lender. Administrative Agent shall notify the Borrower orally verbally (confirming such notice promptly in writing) of such determinationdetermination by the Lenders, and the Borrowing Base and the monthly amount by which the Borrowing Base shall be reduced so communicated to the Borrower shall become effective upon such written verbal notification and shall remain in effect until the next subsequent determination of the Borrowing Base and redetermination in accordance with the monthly amount by which the Borrowing Base shall be reducedterms hereof. (d) The Borrowing Base shall represent the determination by Administrative Agent and the Lenders, in their sole discretion and in accordance with the applicable definitions their standard engineering and provisions herein contained lending policies and their practices customary lending practices for loans of this nature, of the value, for loan purposes, of the Mortgaged Properties, subject, in the case of any increase in the Borrowing Base, to the which Borrower acknowledges may require new and independent credit approval process of the Lendersapprovals by each Lender. Furthermore, the Borrower acknowledges that the determination of the Borrowing Base contains an equity cushion (market value in excess of loan value), which is acknowledged by the Borrower to be essential for the adequate protection of the Lenders.

Borrowing Base Determinations. (a) The Borrowing Base as of ----------------------------- November 1, 1998 the Closing Date is acknowledged agreed by the Borrower and the Lenders to be $43,000,000. Commencing 100.0 million. (b) Upon receipt by the Agent of each Reserve Report described in Section 7.5(a), the Agent shall make a determination within 25 days of the receipt of such report of the amount of the borrowing base (herein as determined and redetermined from time to time and in effect on any date called the "BORROWING BASE") on account of such reserves as of February the preceding January 1, 1999 subject to the approval of the Applicable Lenders as provided in this Section 2.7(b), and continuing thereafter on upon such determination the first Agent shall promptly notify the Lenders in writing of the determination of the Borrowing Base. The determination of the Borrowing Base made by the Agent shall be so made by the Agent in accordance with the Agent's normal and customary practices and standards for oil and gas loans (including consideration for the Borrower's liquidity, market interest rates, commodity prices, commodity xxxxxx, permitted Indebtedness, any cash-pay dividend requirements related to Preferred Stock and capital expenditure requirements). The Applicable Lenders may approve the Agent's determination of the Borrowing Base by written notice to the Agent within fifteen days of the Agent's notification of its determination of the new Borrowing Base. Any Lender that fails to respond to such recommendation made by the Agent pursuant to this Section 2.7(b) within such fifteen days shall be deemed to have approved such recommendation. If the Applicable Lenders fail to approve a determination of the Borrowing Base made by the Agent pursuant to this Section 2.7(b) within such fifteen days, then no later than five days after the end of such fifteen-day period, the Lenders shall submit to the Agent in writing, and/or the Agent shall poll the Lenders for, their individual recommendations for such redetermined Borrowing Base in accordance with their respective normal and customary practices and standards for oil and gas loans, whereupon the Agent shall designate the Borrowing Base at the largest amount approved by the Applicable Lenders; provided, however, that it is expressly understood that the Lenders and Agent have no obligation to agree upon or designate the Borrowing Base at any particular amount . (c) In addition, upon the receipt by the Agent of each calendar month through Reserve Report described in Section 7.5(b), the next Agent shall make a determination within 25 days of the receipt of such report of the Borrowing Base Determination which is scheduled for May as of the preceding July 1, 1999, the amount . The determinations of the Borrowing Base shall be reduced by $450,000. (b) The Borrowing Base shall made in the same manner and be redetermined semi-annually on subject to the basis of information supplied by same approvals as prescribed with respect to the Borrower annual redetermination as set forth in compliance with the provisions of this Agreement, including, without limitation, Reserve ReportsSection 2.7(c), and all other relevant information available likewise the Agent shall communicate the results of each such determination to the Lenders. The Applicable Lenders may approve the determination of the Borrowing Base by written notice to the Agent within fifteen days of the Agent's notification of its determination of the new Borrowing Base. Any Lender that fails to respond to such recommendation made by the Agent pursuant to this Section 2.7(c) within such fifteen days shall be deemed to have approved such recommendation. If the Applicable Lenders fail to approve a determination of the Borrowing Base made by the Agent pursuant to this Section 2.7(c) within such fifteen days, then no later than five days after the end of such fifteen-day period, the Lenders shall submit to the Agent in writing, and/or the Agent shall poll the Lenders for, their individual recommendations for such redetermined Borrowing Base in accordance with their respective normal and customary practices and standards for oil and gas loans, whereupon the Agent shall designate the Borrowing Base at the largest amount approved by the Applicable Lenders; provided, however, that it is expressly understood that the Lenders and Agent have no obligation to agree upon or designate the Borrowing Base at any particular amount. (d) In addition, the Lenders Agent shall, in the normal course of business following a request of the Borrower, redetermine the Borrowing Base (in the same manner and subject to the same approvals as prescribed in Section 2.7(b) for the redetermination of the Borrowing Base); provided, however, (i) the Agent and the Lenders shall not be obligated to respond to more than four one such requests request during any calendar year, and year in no event shall the Lenders be required addition to redetermine the Borrowing Base more than once in any two-month period, including, without limitation, each scheduled semi-annual redetermination provided for above, (ii) no such discretionary redetermination of the Borrowing Base shall be permitted prior to May 1, 2004 and (iii) the Borrower shall have paid to the Agent a $20,000 engineering fee in connection with such requested redetermination of the Borrowing Base, regardless of whether or not such redetermination results in any increase to the Borrowing Base. Notwithstanding the foregoing, the Lenders may Agent may, at their discretion the request of the Applicable Lenders, redetermine the Borrowing Base (in the same manner and subject to the amount by which same approvals as prescribed in Section 2.7(b) for the redetermination of the Borrowing Base shall be reduced each calendar month as set forth in Section 2.9 (aBase) at any other time and from time to time. (c; provided, however, the Agent and the Lenders may not redetermine the Borrowing Base under this second sentence of this Section 2.7(d) Upon each determination more than one time during any calendar year and no discretionary redetermination of the Borrowing Base by the LendersAgent and the Lenders shall be permitted prior to May 1, 2004. (e) [Reserved]. (f) In the event the Borrower proposes to issue any Preferred Stock which would require the payment of cash dividends by the Borrower, the Borrower shall provide the Agent with at least thirty days prior notice of such proposed issuance, including detailed information with respect to the amount of the proposed issue, dividend rate, liquidation preference, default rights and other material terms. In such event, the Agent shall notify with the Borrower orally (confirming approval of the Applicable Lenders may prior to such notice promptly in writing) of such determination, and issuance redetermine the Borrowing Base to take effect upon and subject to consummation of such issuance, taking into account the monthly amount by which pro forma effects of such issuance (in the Borrowing Base shall be reduced so communicated same manner and subject to the Borrower shall become effective upon such written notification and shall remain same approvals as prescribed in effect until Section 2.7(b) for the next subsequent determination redetermination of the Borrowing Base and Base); provided, however, any such redetermination shall not be considered a "discretionary redetermination" under Section 2.7(d). The Borrower agrees to pay to the monthly amount by which the Borrowing Base shall be reduced. (d) The Borrowing Base shall represent the determination by the Lenders, Agent a $20,000 engineering fee in accordance connection with the applicable definitions and provisions herein contained and their customary lending practices for loans such requested redetermination of this nature, of the value, for loan purposes, of the Mortgaged Properties, subject, in the case of any increase in the Borrowing Base, regardless of whether or not such redetermination results in any change to the credit approval process Borrowing Base. (g) The Agent shall, on behalf of the Lenders. Furthermoreall Lender Parties, the Borrower acknowledges release any and all Mortgages and related Liens covering or relating to Oil and Gas Properties upon any sale, transfer, conveyance or other disposition permitted by Section 8.5(c); provided, however, that the determination no release of the Borrowing Base contains an equity cushion (market value in excess of loan value), which is acknowledged any Mortgages shall be required if any mandatory prepayment required pursuant to Section 3.1(b) has not been made by the Borrower prior to be essential for or substantially contemporaneously therewith; and provided further that, notwithstanding the adequate protection foregoing, this Section 2.7(g) will not obviate any requirement of the LendersBorrower to provide additional Collateral pursuant to Section 7.19.

Borrowing Base Determinations. (a) The Borrowing Base as of ----------------------------- November 1, 1998 the Closing Date is acknowledged by the Borrower and the Lenders Lender to be $43,000,000. Commencing as of February 10 for Facility A, 1999 $18,500,000 for Facility B and continuing thereafter on the first day of each calendar month through the next $5,000,000 for Facility C. The Facility A Borrowing Base Determination which is scheduled for May 1, 1999will be comprised of Borrower’s proved developed producing properties. The Facility B Borrowing Base will be comprised of Borrower’s proved developed shut-in properties. The Facility C Borrowing Base will be comprised of Borrower’s 20% general partner interest in FWOE Partners L.P. Notwithstanding the foregoing, the amount of the maximum aggregate Borrowing Base shall be reduced by for Facility A, B and C may never exceed $450,00080,000,000. (b) The Borrowing Base shall be redetermined semi-annually on the basis of information supplied by the Borrower in compliance with the provisions of this Agreement, including, without limitation, Reserve Reports, and all other relevant information available to the Lenders. In addition, the Lenders Agent shall, in the normal course of business following a request of the Borrower, redetermine the Borrowing Base; provided, however, the Lenders shall not be obligated to respond to no more than four ten such requests during any 2006 and two such requests in each subsequent calendar year, and in no event shall . The Borrower may make additional requests for which agreement will not be unreasonably withheld by the Lenders be required to redetermine the Borrowing Base more than once in any two-month period, including, without limitation, each scheduled semi-annual redetermination provided for aboveLenders. Notwithstanding the foregoing, the Lenders may at their discretion redetermine the Borrowing Base and the amount by which the Borrowing Base shall be reduced each calendar month as set forth in Section 2.9 (a2.9(a) at any time and from time to time. (c) The Borrowing Base for Facility A shall be activated and redetermined following the completion of facilities and pipeline and Rxxxx Xxxxx Company classification of the reserves of the successful wxxxx in each Project Field as proved developed producing. The Borrowing Base for Facility B will be redetermined following the completion, testing and Rxxxx Xxxxx Company classification of the reserves of each of the successful wxxxx in each Project Field as proved developed shut-in. The Borrowing Base for Facility C will be redetermined each time Facility A or Facility B is redetermined. (d) Upon each determination of the Borrowing Base by the Lenders, the Agent shall notify the Borrower orally (confirming such notice promptly in writing) of such determination, and the Borrowing Base and the monthly amount by which the Borrowing Base shall be reduced so communicated to the Borrower shall become effective upon such written notification and shall remain in effect until the next subsequent determination of the Borrowing Base and the monthly amount by which the Borrowing Base shall be reduced. (de) The Borrowing Base shall represent the determination by the Lenders, in accordance with the applicable definitions and provisions herein contained and their customary lending practices for loans of this nature, of the value, for loan purposes, of the Mortgaged Properties, subject, in the case of any increase in the Borrowing Base, to the credit approval process of the Lenders. Furthermore, the Borrower acknowledges that the determination of the Borrowing Base contains an equity cushion (market value in excess of loan value), which is acknowledged by the Borrower to be essential for the adequate protection of the Lenders.

Borrowing Base Determinations. (a) The Borrowing Base as of ----------------------------- November 1, 1998 the Seventh Amendment Effective Date is acknowledged by the Borrower Borrower, Administrative Agent and the Lenders to be $43,000,000170,000,000. Commencing The Conforming Borrowing Base as of February 1the Seventh Amendment Effective Date is acknowledged by Borrower, 1999 Administrative Agent and continuing thereafter on the first day of each calendar month through the next Borrowing Base Determination which is scheduled for May 1, 1999, the amount of the Borrowing Base shall Lenders to be reduced by $450,000150,000,000. (b) The Borrowing Base and the Conforming Borrowing Base shall be redetermined by Administrative Agent semi-annually through the Termination Date, within ninety (90) days after each December 31 and June 30, with the next such Borrowing Base redetermination after the Seventh Amendment Effective Date to be made on or before March 31, 2008, for the Mineral Interests as of December 31, 2007, on the basis of information supplied by the Borrower in compliance with the provisions of this Agreementagreement, including, without limitation, the Reserve Reports, and all other relevant information available available. Furthermore, on the one-year anniversary of the Seventh Amendment Effective Date, the Borrowing Base will be redetermined based on the Reserve Report for the Mineral Interests as of June 30, 2008. At such time, the Conforming Borrowing Base shall no longer be in effect. In addition to the Lenders. In addition, the Lenders shall, in the normal course of business following a request determinations of the BorrowerBorrowing Base required pursuant to this Section 2.6(b), redetermine (i) one additional special determination thereof may be requested by the Borrowing Base; providedBorrower in between any two consecutive scheduled redeterminations, however, provided that the Borrower shall be limited to two special redeterminations during any calendar year and (ii) one additional special redetermination thereof may be requested by the Determining Lenders shall not be obligated to respond to more than four such requests during any calendar year. Upon any such special determination of the Borrowing Base, if requested by Administrative Agent, Borrower shall submit both (i) a current report of a firm of independent petroleum engineers acceptable to Administrative Agent, prepared in accordance with customary standards and procedures of the petroleum industry which report shall (A) evaluate the Mineral Interests subject to such redetermination (in the same manner as provided in this Section 2.6(b) for other such redeterminations) and (B) be dated within sixty (60) days of such requested redetermination, and (ii) title opinions, environmental reports and other information reasonably requested by and in no event shall the Lenders form and substance acceptable to Administrative Agent, for those additional Mineral Interests which Borrower desires to be required to redetermine considered within the Borrowing Base more than once in any two-month period, including, without limitation, each scheduled semi-annual redetermination provided for aboveBase. Notwithstanding the foregoing, the Lenders may at their discretion redetermine Adjustments to the Borrowing Base and the amount Conforming Borrowing Base based upon the addition of Mineral Interests shall not be effective prior to the date of filing and recording of such Collateral Documents as required by which Administrative Agent. In addition to the foregoing, the Borrowing Base and the Conforming Borrowing Base shall be reduced each calendar month as set forth in Section 2.9 (a) at any time and subject to further adjustment from time to timetime in accordance with Section 8.18(c) and Section 9.10(e). (c) Upon each determination Borrowing Base and Conforming Borrowing Base redetermination, Administrative Agent shall notify each Lender of its recommendation for such redetermined Borrowing Base and Conforming Borrowing Base and the Lenders shall have ten (10) Business Days to approve or reject such recommendation by written notice to Administrative Agent. The proposed Borrowing Base and Conforming Borrowing Base must be approved by the Determining Lenders; provided, however, that no proposed increase in the Borrowing Base or Conforming Borrowing Base shall be effective unless approved by all of the Lenders. In the event that the Determining Lenders or all of the Lenders, as applicable, cannot agree as to the amount of the redetermined Borrowing Base and Conforming Borrowing Base, the Borrowing Base and Conforming Borrowing Base shall be and be deemed to be the lowest amount respectively determined by any Lender. Administrative Agent shall notify the Borrower orally verbally (confirming such notice promptly in writing) of such determinationdetermination by the Lenders, and the Borrowing Base and the monthly amount by which the Conforming Borrowing Base shall be reduced so communicated to the Borrower shall become effective upon such written verbal notification and shall remain in effect until the next subsequent determination of the Borrowing Base and the monthly amount by which the Conforming Borrowing Base shall be reducedredetermination in accordance with the terms hereof. (d) The Borrowing Base and Conforming Borrowing Base shall represent the determination by Administrative Agent and the Lenders, in their sole discretion and in accordance with the applicable definitions their standard engineering and provisions herein contained lending policies and their practices customary lending practices for loans of this nature, of the value, for loan purposes, of the Mortgaged Properties, subject, in the case of any increase in the Borrowing Base, to the which Borrower acknowledges may require new and independent credit approval process of the Lendersapprovals by each Lender. Furthermore, the Borrower acknowledges that the determination of the Borrowing Base and Conforming Borrowing Base contains an equity cushion (market value in excess of loan value), which is acknowledged by the Borrower to be essential for the adequate protection of the Lenders.”

Borrowing Base Determinations. (a) The Borrowing Base as of ----------------------------- November 1, 1998 the Closing Date is acknowledged agreed by the Borrower Borrowers and the Lenders to be $43,000,000. Commencing as of February 1, 1999 and continuing thereafter on the first day of each calendar month through the next Borrowing Base Determination which is scheduled for May 1, 1999, the amount of the Borrowing Base shall be reduced by $450,00075,000,000. (b) The Borrowing Base shall be redetermined by the Agent, with the consent of the Lenders, semi-annually on the basis of information supplied by the Borrower Borrowers in compliance with the provisions of this Agreement, including, without limitation, including Reserve Reports, and all other relevant information available to the Agent and the Lenders. In addition, the Lenders Agent, with the consent of the Lenders, shall, in the normal course of business following a request of the BorrowerBorrowers, redetermine the Borrowing Base; provided, however, the Agent and the Lenders shall not be obligated to respond to more than four two (2) such requests during any calendar year, and year in no event shall the Lenders be required addition to redetermine the Borrowing Base more than once in any two-month period, including, without limitation, each scheduled semi-annual redetermination provided for above. Notwithstanding the foregoing, the Lenders Agent, with the consent of the Lenders, may at their its discretion redetermine the Borrowing Base and the amount by which the Borrowing Base shall be reduced each calendar month as set forth in Section 2.9 (a) at any time and from time to time. (c) Each determination of the Borrowing Base shall be made within forty-five (45) days of the Agent's receiving all of the information required under this Agreement in connection therewith. Upon each determination of the Borrowing Base by the LendersBase, the Agent shall promptly, and in all events within such 45 days, notify the Borrower Borrowers orally (confirming such notice promptly in writing) of such determination, determination and the Borrowing Base and the monthly amount by which the Borrowing Base shall be reduced so communicated to the Borrower Borrowers shall become effective upon such written oral notification and shall remain in effect until the next subsequent determination of the Borrowing Base and the monthly amount by which the Borrowing Base shall be reducedBase. (d) In connection with any redetermination of the Borrowing Base, the Agent and each Lender shall evaluate the Mortgaged Properties in accordance with their then existing customary lending procedures for evaluating oil and gas reserves and related assets for loans of this type and borrowers similarly situated. The Borrowing Base shall represent the determination by the LendersAgent based upon such evaluation by the Agent, in accordance with the applicable definitions and provisions herein contained and their customary lending practices for loans consent of this naturethe Lenders, of the value, value for loan purposes, purposes of the Mortgaged Properties, subject, in the case of any increase in the Borrowing Base, to the credit approval process processes of the Lenders then in effect for loans of this type and borrowers similarly situated. In the event that a group of Lenders constituting at least the Required Lenders are in agreement as to the amount of any Borrowing Base redetermination but such amount is not approved unanimously by all of the Lenders, then the Borrowing Base shall be the amount as determined by such Required Lenders for a period of 60 days from the date of notification of such Borrowing Base to the Borrowers pursuant to Section 2.11(c). During such 60 day period or at any time thereafter, the Borrowers may, at their election, terminate the Commitments of such dissenting Lenders pursuant to the procedures set forth in Section 2.24. At the end of such 60 day period, the Borrowing Base shall be an amount agreed to by the Agent and all of the Lenders. Furthermore, subject to the customary lending procedures and credit approval processes referred to in the preceding sentence, each Borrower acknowledges that the determination of Agent and the Lenders have no obligation to increase the Borrowing Base contains an equity cushion (market value and may reduce the Borrowing Base, in excess of loan value)either case, which is acknowledged by the Borrower to be essential for the adequate protection of the Lenders.at any time or as a result