Common use of Determination of Borrowing Base, Etc Clause in Contracts

Determination of Borrowing Base, Etc. (a) As of the Effective Date, the Borrowing Base shall be equal to $162,500,000 and scheduled monthly reductions to the Borrowing Base shall be $0 (any monthly reductions in the Borrowing Base redetermined at any time under this Section 9.14 are defined as the "Monthly Borrowing Base Reductions"). (b) Any redetermination of the Borrowing Base and the Monthly Borrowing Base Reductions shall be made by the Agent and submitted to the Banks. Such redetermined Borrowing Base and Monthly Borrowing Base Reductions shall then be effective when approved by Banks holding not less than 75% of the aggregate principal amount of the Advances then outstanding (or 75% of the Commitments if no Advances are then outstanding). If any of such redetermined Borrowing Base and Monthly Borrowing Base Reductions are not approved by Banks holding not less than 75% of the aggregate principal amount of the Advances then outstanding (or 75% of the Commitments if no Advances are then outstanding) within ten (10) days after they are submitted to the Banks, each Bank shall submit to the Agent, on or within ten (10) days after the Agent notifies the Banks that such Banks have not approved any such redetermined Borrowing Base or Monthly Borrowing Base Reductions, its determination of each of the foregoing which was not so approved, and the redetermined amount of each of the foregoing which was not so approved will be based on the weighted average of the redetermined amount thereof of each Bank which properly submits such redetermination to the Agent, weighted according to each Bank's Commitment. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, WITHOUT THE PRIOR WRITTEN APPROVAL OF ALL THE BANKS, SUCH APPROVAL TO BE IN EACH BANK'S SOLE DISCRETION, (1) THE BORROWING BASE MAY NOT BE GREATER THAN $162,500,000 AT ANY TIME, (2) THE REDETERMINATION OF THE BORROWING BASE AND THE MONTHLY BORROWING BASE REDUCTIONS SCHEDULED TO OCCUR ON OR ABOUT OCTOBER, 1999 SHALL BE EFFECTIVE WHEN APPROVED BY ALL OF THE BANKS AND (3) THE MONTHLY BORROWING BASE REDUCTIONS DETERMINED AT ANY TIME AND IN ACCORDANCE WITH THE ABOVE PROCEDURE MAY NOT BE MODIFIED. (c) The Borrowing Base and the Monthly Borrowing Base Reductions may be redetermined from time to time as requested by the Required Banks (provided that the Required Banks may not request any such optional redetermination until after the mandatory redetermination scheduled to occur on or about October, 1999 unless any representation or warranty contained in Section 6 hereof shall not be true and correct in all material respects at any time as if made at any such time), and will be redetermined upon the request of the Borrowers (provided that the Borrowers cannot request a redetermination of the Borrowing Base, or the Monthly Borrowing Base Reductions more than once between the mandatory redeterminations hereinafter provided for), and, in addition, at least twice each year (provided that the first such redetermination shall not be made until October, 1999) as follows: upon receipt of the reserve reports referred to in Section 7.1(d)(vii) hereof (and in connection with such twice per year redeterminations of the Borrowing Base and the Monthly Borrowing Base Reductions the Agent shall submit the redetermined Borrowing Base and the Monthly Borrowing Base Reductions as required under this Section 9.14 on or prior to 30 days after the receipt of each (i) reserve report referred to in Section 7.1(d)(vii) (A) hereof and (ii) reserve report referred to in Section 7.1(d)(vii)(B)). Each redetermination of the Monthly Borrowing Base Reductions shall determine such reductions for each of the six months following such determination. Except for the scheduled redeterminations of the Borrowing Base and the Monthly Borrowing Base Reductions, each Bank requesting a redetermination of the Borrowing Base and the Monthly Borrowing Base Reductions agrees to give notice to the Agent and the Borrowers of such request. (d) Within five days after notification to Borrower of a Borrowing Base redetermination pursuant to the provisions of this Section 9.14, the Borrowers may notify Agent as to what portion of the Borrowing Base they desire access (the "Elected Borrowing Limit"). Thereafter, the Borrowers may obtain Advances which do not exceed in the aggregate the lesser of (i) the Commitments or (ii) the Elected Borrowing Limit until the next Borrowing Base redetermination, subject to the provisions of Section 9.14(b) and (c) above. If no such notification is received by the Agent the Elected Borrowing Limit shall be the Borrowing Base as so determined. Notwithstanding anything herein to the contrary, the Elected Borrowing Limit may not exceed the lesser of (A) the Borrowing Base or (B) the aggregate stated Commitment amounts for the Banks set forth next to the names of the Banks on the signature pages hereof or established pursuant to Section 10.6, as the case may be, as such amount may be reduced from time to time. As of the Effective Date, the Elected Borrowing Limit shall be equal to $162,500,000.

Determination of Borrowing Base, Etc. (a) As of the Effective Date, the Borrowing Base shall be equal to $162,500,000 175,000,000 and scheduled monthly reductions to the Borrowing Base shall be $0 (any monthly reductions in the Borrowing Base redetermined at any time under this Section 9.14 are defined as the "Monthly Borrowing Base Reductions"). (b) Any redetermination of the Borrowing Base and the Monthly Borrowing Base Reductions shall be made by the Agent and submitted to the Banks. Such redetermined Borrowing Base and Monthly Borrowing Base Reductions shall E-35 then be effective when approved by Banks holding not less than 75% of the aggregate principal amount of the Advances then outstanding (or 75% of the Commitments if no Advances are then outstanding). If any of such redetermined Borrowing Base and Monthly Borrowing Base Reductions are not approved by Banks holding not less than 75% of the aggregate principal amount of the Advances then outstanding (or 75% of the Commitments if no Advances are then outstanding) within ten (10) days after they are submitted to the Banks, each Bank shall submit to the Agent, on or within ten (10) days after the Agent notifies the Banks that such Banks have not approved any such redetermined Borrowing Base or Monthly Borrowing Base Reductions, its determination of each of the foregoing which was not so approved, and the redetermined amount of each of the foregoing which was not so approved will be based on the weighted average of the redetermined amount thereof of each Bank which properly submits such redetermination to the Agent, weighted according to each Bank's Commitment. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, WITHOUT THE PRIOR WRITTEN APPROVAL OF ALL THE BANKS, SUCH APPROVAL TO BE IN EACH BANK'S SOLE DISCRETION, (1) THE BORROWING BASE MAY NOT BE GREATER THAN $162,500,000 175,000,000 AT ANY TIME, AND (2) THE REDETERMINATION OF THE BORROWING BASE AND THE MONTHLY BORROWING BASE REDUCTIONS SCHEDULED TO OCCUR ON OR ABOUT OCTOBER, 1999 SHALL BE EFFECTIVE WHEN APPROVED BY ALL OF THE BANKS AND (3) THE MONTHLY BORROWING BASE REDUCTIONS DETERMINED AT ANY TIME AND IN ACCORDANCE WITH THE ABOVE PROCEDURE MAY NOT BE MODIFIED. (c) The Borrowing Base and the Monthly Borrowing Base Reductions may be redetermined from time to time as requested by the Required Banks (provided that the Required Banks may not request any such optional redetermination until after the mandatory redetermination scheduled to occur on or about October, 1999 unless any representation or warranty contained in Section 6 hereof shall not be true and correct in all material respects at any time as if made at any such time)Banks, and will be redetermined upon the request of the Borrowers (provided that the Borrowers cannot request a redetermination of the Borrowing Base, or the Monthly Borrowing Base Reductions more than once between the mandatory redeterminations hereinafter provided for), and, in addition, at least twice each year (provided that the first such redetermination shall not be made until October, 1999) as follows: upon receipt of the reserve reports referred to in Section 7.1(d)(vii) hereof (and in connection with such twice per year redeterminations of the Borrowing Base and the Monthly Borrowing Base Reductions the Agent shall submit the redetermined Borrowing Base and the Monthly Borrowing Base Reductions as required under this Section 9.14 on or prior to 30 days after the receipt of each (i) reserve report referred to in Section 7.1(d)(vii) (A) hereof and (ii) reserve report referred to in Section 7.1(d)(vii)(B)). Each redetermination of the Monthly Borrowing Base Reductions shall determine such reductions for each of the six months following such determination. Except for the scheduled redeterminations of the Borrowing Base and the Monthly Borrowing Base Reductions, each Bank requesting a redetermination of the Borrowing Base and the Monthly Borrowing Base Reductions agrees to give notice to the Agent and the Borrowers of such request. (d) Within five days after notification to Borrower of a Borrowing Base redetermination pursuant to the provisions of this Section 9.14, the Borrowers may notify Agent as to what portion of the Borrowing Base they desire access (the "Elected Borrowing Limit"). Thereafter, the Borrowers may obtain Advances which do not exceed in the aggregate the lesser of (i) the Commitments or (ii) the Elected Borrowing Limit until the next Borrowing Base redetermination, subject to the provisions of Section 9.14(b) and (c) above. If no such notification is received by the Agent the Elected Borrowing Limit shall be the Borrowing Base as so determined. Notwithstanding anything herein to the contrary, the Elected Borrowing Limit may not exceed the lesser of (A) the Borrowing Base or (B) the aggregate stated Commitment amounts for the Banks set forth next to the names of the Banks on the signature pages hereof or established pursuant to Section 10.6, as the case may be, as such amount may be reduced from time to time. As of the Effective Date, the Elected Borrowing Limit shall be equal to $162,500,000175,000,000.

Determination of Borrowing Base, Etc. (a) As of the Effective Date, the Borrowing Base shall be equal to $162,500,000 and scheduled monthly reductions to the Borrowing Base shall be $0 (any monthly reductions in the Borrowing Base redetermined at any time under this Section 9.14 are defined as the "Monthly Borrowing Base Reductions"). (b) Any redetermination of the Borrowing Base and the Monthly Borrowing Base Reductions shall be made mutually by the Agent and the Documentation Agent and submitted to the Banks. Such The redetermined Borrowing Base and Monthly Borrowing Base Reductions shall then be effective when approved by Banks holding not less than 75% of the aggregate principal amount of the Advances then outstanding (or 75% of the Commitments Required Banks, provided that if no Advances are then outstanding). If any of such redetermined Borrowing Base and Monthly Borrowing Base Reductions are is not approved by the Required Banks holding not less than 75% of the aggregate principal amount of the Advances then outstanding (or 75% of the Commitments if no Advances are then outstanding) within ten (10) 10 days after they are it is submitted to the Banks, each Bank shall submit to the Agent, on or within ten (10) 10 days after the Agent notifies the Banks that such the Required Banks have not approved any such redetermined Borrowing Base or Monthly Borrowing Base ReductionsBase, its determination of each of the foregoing which was not so approvedBorrowing Base, and the redetermined amount of each of the foregoing which was not so approved Borrowing Base will be based on the weighted average of the redetermined amount thereof Borrowing Base of each Bank which properly submits such redetermination to the Agent, weighted according to each Bank's Commitment. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, WITHOUT THE PRIOR WRITTEN APPROVAL OF ALL THE BANKS, SUCH APPROVAL TO BE IN EACH BANK'S SOLE DISCRETION, (1) THE BORROWING BASE MAY NOT BE GREATER THAN $162,500,000 AT ANY TIME, (2) THE REDETERMINATION OF THE BORROWING BASE AND THE MONTHLY BORROWING BASE REDUCTIONS SCHEDULED TO OCCUR ON OR ABOUT OCTOBER, 1999 SHALL BE EFFECTIVE WHEN APPROVED BY ALL OF THE BANKS AND (3) THE MONTHLY BORROWING BASE REDUCTIONS DETERMINED AT ANY TIME AND IN ACCORDANCE WITH THE ABOVE PROCEDURE MAY NOT BE MODIFIED. (c) The Borrowing Base and the Monthly Borrowing Base Reductions may be redetermined from time to time as requested by the Required Banks (provided that the Required Banks may not request any such optional redetermination until after the mandatory redetermination scheduled to occur on or about October, 1999 unless any representation or warranty contained in Section 6 hereof shall not be true and correct in all material respects at any time as if made at any such time)Banks, and will be redetermined upon the request of the Borrowers (provided that the Borrowers cannot request a redetermination of the Borrowing Base, or the Monthly Borrowing Base Reductions more than once between the mandatory redeterminations hereinafter provided for), and, in addition, at least twice each year (provided that the first such redetermination shall not be made until October, 1999) as follows: upon receipt of the reserve reports referred to in Section 7.1(d)(vii) hereof (and in connection with such twice per year redeterminations of the Borrowing Base Base, the Agent and the Monthly Borrowing Base Reductions the Documentation Agent shall submit the redetermined Borrowing Base and the Monthly Borrowing Base Reductions as required under the first sentence of this Section 9.14 on or prior to 30 days after the receipt of each (ia) reserve report referred to in Section 7.1(d)(vii) (A) hereof and (iib) reserve report referred to in Section 7.1(d)(vii)(B)). Each redetermination of the Monthly Borrowing Base Reductions shall determine such reductions for each of the six months following such determination. Except for the scheduled redeterminations of the Borrowing Base and the Monthly Borrowing Base ReductionsBase, each Bank requesting a redetermination of the Borrowing Base and the Monthly Borrowing Base Reductions agrees to give notice to the Agent, the Documentation Agent and the Borrowers of such request. (d) Within five days after notification to Borrower . All parties hereto acknowledge that as of a the Effective Date the Borrowing Base redetermination is equal to $275,000,000; provided that the Borrowing (i) $10,000,000 when the Borrowers complete (as determined by the Agent) the acquisition of the Purchased Bois D'Arc Assets to be sold by Xxxxxxx Xxxxx pursuant to the provisions of this Section 9.14Purchase Documents, the Borrowers may notify Agent as to what portion of the Borrowing Base they desire access (the "Elected Borrowing Limit"). Thereafter, the Borrowers may obtain Advances which do not exceed in the aggregate the lesser of (i) the Commitments or (ii) $2,000,000 when the Elected Borrowing Limit until Borrowers complete (as determined by the next Borrowing Base redeterminationAgent) the acquisition of the Purchased Bois D'Arc Assets to be sold by Sage Oil, subject Inc. pursuant to the provisions of Section 9.14(b) Purchase Documents, and (ciii) above. If no such notification is received $3,000,000 when the Borrowers complete (as determined by the Agent Agent) the Elected Borrowing Limit shall acquisition of the Purchased Bois D'Arc Assets to be the Borrowing Base as so determined. Notwithstanding anything herein sold by Metrow Energy, LLC pursuant to the contrary, the Elected Borrowing Limit may not exceed the lesser of (A) the Borrowing Base or (B) the aggregate stated Commitment amounts for the Banks set forth next to the names of the Banks on the signature pages hereof or established pursuant to Section 10.6, as the case may be, as such amount may be reduced from time to time. As of the Effective Date, the Elected Borrowing Limit shall be equal to $162,500,000Purchase Documents.

Determination of Borrowing Base, Etc. (a) As of the Effective Date, the Borrowing Base shall be equal to $162,500,000 and scheduled monthly reductions to the Borrowing Base shall be $0 (any monthly reductions in the Borrowing Base redetermined at any time under this Section 9.14 are defined as the "Monthly Borrowing Base Reductions"). (b) Any redetermination of the Borrowing Base and the Monthly Borrowing Base Reductions shall be made mutually by the Agent and the Co-Agent and submitted to the Banks. Such The redetermined Borrowing Base and Monthly Borrowing Base Reductions shall then be effective when approved by Banks holding not less than 75% of the aggregate principal amount of the Advances then outstanding (or 75% of the Commitments Required Banks, provided that if no Advances are then outstanding). If any of such redetermined Borrowing Base and Monthly Borrowing Base Reductions are is not approved by the Required Banks holding not less than 75% of the aggregate principal amount of the Advances then outstanding (or 75% of the Commitments if no Advances are then outstanding) within ten (10) 10 days after they are it is submitted to the Banks, each Bank shall submit to the Agent, on or within ten (10) 10 days after the Agent notifies the Banks that such the Required Banks have not approved any such redetermined Borrowing Base or Monthly Borrowing Base ReductionsBase, its determination of each of the foregoing which was not so approvedBorrowing Base, and the redetermined amount of each of the foregoing which was not so approved Borrowing Base will be based on the weighted average of the redetermined amount thereof Borrowing Base of each Bank which properly submits such redetermination to the Agent, weighted according to each Bank's Loan Commitment. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, WITHOUT THE PRIOR WRITTEN APPROVAL OF ALL THE BANKS, SUCH APPROVAL TO BE IN EACH BANK'S SOLE DISCRETION, (1) THE BORROWING BASE MAY NOT BE GREATER THAN $162,500,000 AT ANY TIME, (2) THE REDETERMINATION OF THE BORROWING BASE AND THE MONTHLY BORROWING BASE REDUCTIONS SCHEDULED TO OCCUR ON OR ABOUT OCTOBER, 1999 SHALL BE EFFECTIVE WHEN APPROVED BY ALL OF THE BANKS AND (3) THE MONTHLY BORROWING BASE REDUCTIONS DETERMINED AT ANY TIME AND IN ACCORDANCE WITH THE ABOVE PROCEDURE MAY NOT BE MODIFIED. (c) The Borrowing Base and the Monthly Borrowing Base Reductions may be redetermined re- evaluated from time to time as requested determined by the Required Banks (provided that the Required Banks may not request any such optional redetermination until after the mandatory redetermination scheduled to occur on or about October, 1999 unless any representation or warranty contained in Section 6 hereof shall not be true and correct in all material respects at any time as if made at any such time)Banks, and will be redetermined re-evaluated upon the request of the Borrowers (provided that the Borrowers cannot request a redetermination any re-evaluation of the Borrowing Base, or the Monthly Borrowing Base Reductions more than once between the mandatory redeterminations hereinafter provided forfour times in any twelve month period), and, in addition, at least twice each year (provided that the first such redetermination shall not be made until October, 1999) annually as follows: upon receipt of the reserve reports referred to in Section 7.1(d)(vii) hereof (and in connection with such twice per year redeterminations annual re-evaluations of the Borrowing Base Base, the Agent and the Monthly Borrowing Base Reductions the Co-Agent shall submit the redetermined Borrowing Base and the Monthly Borrowing Base Reductions as required under the first sentence of this Section 9.14 on or prior to 30 days after the receipt of each (ia) reserve report referred to in Section 7.1(d)(vii) (A) hereof and (iib) reserve report referred to in Section 7.1(d)(vii)(B)). Each redetermination of the Monthly Borrowing Base Reductions shall determine such reductions for each of the six months following such determination. Except for the scheduled redeterminations re-evaluations of the Borrowing Base and the Monthly Borrowing Base ReductionsBase, each Bank requesting a redetermination re-evaluation of the Borrowing Base and the Monthly Borrowing Base Reductions agrees to give notice to the Agent, the Co- Agent and the Borrowers of such request. (d) Within five days after notification to Borrower . All parties hereto acknowledge that as of a Borrowing Base redetermination pursuant to the provisions of this Section 9.14, the Borrowers may notify Agent as to what portion of Effective Date the Borrowing Base they desire access (the "Elected Borrowing Limit"). Thereafter, the Borrowers may obtain Advances which do not exceed in the aggregate the lesser of (i) the Commitments or (ii) the Elected Borrowing Limit until the next Borrowing Base redetermination, subject to the provisions of Section 9.14(b) and (c) above. If no such notification is received by the Agent the Elected Borrowing Limit shall be the Borrowing Base as so determined. Notwithstanding anything herein to the contrary, the Elected Borrowing Limit may not exceed the lesser of (A) the Borrowing Base or (B) the aggregate stated Commitment amounts for the Banks set forth next to the names of the Banks on the signature pages hereof or established pursuant to Section 10.6, as the case may be, as such amount may be reduced from time to time. As of the Effective Date, the Elected Borrowing Limit shall be equal to $162,500,000166,000,000.

Determination of Borrowing Base, Etc. (a) As The redetermination of the Effective Date, the Borrowing Base as of November 30, 1998 shall be equal to $162,500,000 made by the Agent and scheduled monthly reductions submitted to the Banks. The redetermined Borrowing Base shall then be $0 (any monthly reductions in effective when approved by all of the Banks, provided that if such redetermined Borrowing Base redetermined at any time under this Section 9.14 are defined as is not approved by the "Monthly Banks within 10 days after it is submitted to the Banks, the Banks and the Agent will negotiate a Borrowing Base Reductions")acceptable to the Agent and all of the Banks. (b) Any redetermination of the Borrowing Base and after the Monthly redetermination of the Borrowing Base Reductions as of November 30, 1998 shall be made by the Agent and submitted to the Banks. Such redetermined Borrowing Base and Monthly Borrowing Base Reductions shall then be effective when approved by Banks holding not less than 75% of the aggregate principal amount of the Advances then outstanding (or 75% of the Commitments if no Advances are then outstanding). If any of , provided that if such redetermined Borrowing Base and Monthly Borrowing Base Reductions are is not approved by such Banks holding not less than 75% of the aggregate principal amount of the Advances then outstanding (or 75% of the Commitments if no Advances are then outstanding) within ten (10) days after they are it is submitted to the Banks, each Bank shall submit to the Agent, on or within ten (10) days after the Agent notifies the Banks that such Banks have not approved any such redetermined Borrowing Base or Monthly Borrowing Base ReductionsBase, its determination of each of the foregoing which was not so approvedBorrowing Base, and the redetermined amount of each of the foregoing which was not so approved Borrowing Base will be based on the weighted average of the redetermined amount thereof Borrowing Base of each Bank which properly submits such redetermination to the Agent, weighted according to each Bank's Commitment. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, WITHOUT THE PRIOR WRITTEN APPROVAL OF ALL THE BANKS, SUCH APPROVAL TO BE IN EACH BANK'S SOLE DISCRETION, (1) THE BORROWING BASE MAY NOT BE GREATER THAN $162,500,000 AT ANY TIME, (2) THE REDETERMINATION OF THE BORROWING BASE AND THE MONTHLY BORROWING BASE REDUCTIONS SCHEDULED TO OCCUR ON OR ABOUT OCTOBER, 1999 SHALL BE EFFECTIVE WHEN APPROVED BY ALL OF THE BANKS AND (3) THE MONTHLY BORROWING BASE REDUCTIONS DETERMINED AT ANY TIME AND IN ACCORDANCE WITH THE ABOVE PROCEDURE MAY NOT BE MODIFIED. (c) The Borrowing Base and the Monthly Borrowing Base Reductions may be redetermined from time to time as requested by the Required Banks (provided that the Required Banks may not request any such optional redetermination until after the mandatory redetermination scheduled to occur on or about October, 1999 unless any representation or warranty contained in Section 6 hereof shall not be true and correct in all material respects at any time as if made at any such time)Banks, and will be redetermined upon the request of the Borrowers (provided that the Borrowers cannot request a redetermination of the Borrowing Base, or the Monthly Borrowing Base Reductions more than once between the mandatory redeterminations hereinafter provided for), and, in addition, at least twice each year (provided that the first such redetermination shall not be made until October, 1999) as follows: upon receipt of the reserve reports referred to in Section 7.1(d)(vii) hereof (and in connection with such suc twice per year redeterminations of the Borrowing Base and the Monthly Borrowing Base Reductions Base, the Agent shall submit the redetermined Borrowing Base and the Monthly Borrowing Base Reductions as required under the first sentence of this Section 9.14 on or prior to 30 days after the receipt of each (i) reserve report referred to in Section 7.1(d)(vii) (A) hereof and (ii) reserve report referred to in Section 7.1(d)(vii)(B)). Each redetermination of the Monthly Borrowing Base Reductions shall determine such reductions for each of the six months following such determination. Except for the scheduled redeterminations of the Borrowing Base and the Monthly Borrowing Base ReductionsBase, each Bank requesting a redetermination of the Borrowing Base and the Monthly Borrowing Base Reductions agrees to give notice notic to the Agent Agent, and the Borrowers of such request. (d) Within five days after notification to Borrower . All parties hereto acknowledge that as of a Borrowing Base redetermination pursuant to the provisions of this Section 9.14, the Borrowers may notify Agent as to what portion of Effective Date the Borrowing Base they desire access (the "Elected Borrowing Limit"). Thereafter, the Borrowers may obtain Advances which do not exceed in the aggregate the lesser of (i) the Commitments or (ii) the Elected Borrowing Limit until the next Borrowing Base redetermination, subject to the provisions of Section 9.14(b) and (c) above. If no such notification is received by the Agent the Elected Borrowing Limit shall be the Borrowing Base as so determined. Notwithstanding anything herein to the contrary, the Elected Borrowing Limit may not exceed the lesser of (A) the Borrowing Base or (B) the aggregate stated Commitment amounts for the Banks set forth next to the names of the Banks on the signature pages hereof or established pursuant to Section 10.6, as the case may be, as such amount may be reduced from time to time. As of the Effective Date, the Elected Borrowing Limit shall be equal to $162,500,000280,000,000.

Determination of Borrowing Base, Etc. (a) As of the Effective Date, the Borrowing Base shall be equal to $162,500,000 190,000,000 and scheduled monthly reductions to the Borrowing Base shall be $0 (any monthly reductions in the Borrowing Base redetermined at any time under this Section 9.14 are defined as the "Monthly Borrowing Base Reductions"). (b) Any redetermination of the Borrowing Base and the Monthly Borrowing Base Reductions shall be made by the Agent and submitted to the Banks. Such redetermined Borrowing Base and Monthly Borrowing Base Reductions shall then be effective when approved by Banks holding not less than 75% of the aggregate principal amount of the Advances then outstanding (or 75% of the Commitments if no Advances are then outstanding). If any of such redetermined Borrowing Base and Monthly Borrowing Base Reductions are not approved by Banks holding not less than 75% of the aggregate principal amount of the Advances then outstanding (or 75% of the Commitments if no Advances are then outstanding) within ten (10) days after they are submitted to the Banks, each Bank shall submit to the Agent, on or within ten (10) days after the Agent notifies the Banks that such Banks have not approved any such redetermined Borrowing Base or Monthly Borrowing Base Reductions, its determination of each of the foregoing which was not so approved, and the redetermined amount of each of the foregoing which was not so approved will be based on the weighted average of the redetermined amount thereof of each Bank which properly submits such redetermination to the Agent, weighted according to each Bank's Commitment. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, WITHOUT THE PRIOR WRITTEN APPROVAL OF ALL THE BANKS, SUCH APPROVAL TO BE IN EACH BANK'S SOLE DISCRETION, (1) THE BORROWING BASE MAY NOT BE GREATER THAN $162,500,000 190,000,000 AT ANY TIME, AND (2) THE REDETERMINATION OF THE BORROWING BASE AND THE MONTHLY BORROWING BASE REDUCTIONS SCHEDULED TO OCCUR ON OR ABOUT OCTOBER, 1999 SHALL BE EFFECTIVE WHEN APPROVED BY ALL OF THE BANKS AND (3) THE MONTHLY BORROWING BASE REDUCTIONS DETERMINED AT ANY TIME AND IN ACCORDANCE WITH THE ABOVE PROCEDURE MAY NOT BE MODIFIED. (c) The Borrowing Base and the Monthly Borrowing Base Reductions may be redetermined from time to time as requested by the Required Banks (provided that the Required Banks may not request any such optional redetermination until after the mandatory redetermination scheduled to occur on or about October, 1999 unless any representation or warranty contained in Section 6 hereof shall not be true and correct in all material respects at any time as if made at any such time)Banks, and will be redetermined upon the request of the Borrowers (provided that the Borrowers cannot request a redetermination of the Borrowing Base, or the Monthly Borrowing Base Reductions more than once between the mandatory redeterminations hereinafter provided for), and, in addition, at least twice each year (provided that the first such redetermination shall not be made until October, 1999) as follows: upon receipt of the reserve reports referred to in Section 7.1(d)(vii) hereof (and in connection with such twice per year redeterminations of the Borrowing Base and the Monthly Borrowing Base Reductions the Agent shall submit the redetermined Borrowing Base and the Monthly Borrowing Base Reductions as required under this Section 9.14 on or prior to 30 days after the receipt of each (i) reserve report referred to in Section 7.1(d)(vii) (A) hereof and (ii) reserve report referred to in Section 7.1(d)(vii)(B)). Each redetermination of the Monthly Borrowing Base Reductions shall determine such reductions for each of the six months following such determination. Except for the scheduled redeterminations of the Borrowing Base and the Monthly Borrowing Base Reductions, each Bank requesting a redetermination of the Borrowing Base and the Monthly Borrowing Base Reductions agrees to give notice to the Agent and the Borrowers of such request. (d) Within five days after notification to Borrower of a Borrowing Base redetermination pursuant to the provisions of this Section 9.14, the Borrowers may notify Agent as to what portion of the Borrowing Base they desire access (the "Elected Borrowing Limit"). Thereafter, the Borrowers may obtain Advances which do not exceed in the aggregate the lesser of (i) the Commitments or (ii) the Elected Borrowing Limit until the next Borrowing Base redetermination, subject to the provisions of Section 9.14(b) and (c) above. If no such notification is received by the Agent the Elected Borrowing Limit shall be the Borrowing Base as so determined. Notwithstanding anything herein to the contrary, the Elected Borrowing Limit may not exceed the lesser of (A) the Borrowing Base or (B) the aggregate stated Commitment amounts for the Banks set forth next to the names of the Banks on the signature pages hereof or established pursuant to Section 10.6, as the case may be, as such amount may be reduced from time to time. As of the Effective Date, the Elected Borrowing Limit shall be equal to $162,500,000190,000,000.

Determination of Borrowing Base, Etc. (a) As of the Effective Date, the Borrowing Base shall be equal to $162,500,000 205,000,000 and scheduled monthly reductions to the Borrowing Base shall be $0 (any monthly reductions in the Borrowing Base redetermined at any time under this Section 9.14 are defined as the "Monthly Borrowing Base Reductions"). (b) Any redetermination of the Borrowing Base and the Monthly Borrowing Base Reductions shall be made by the Agent and submitted to the Banks. Such redetermined Borrowing Base and Monthly Borrowing Base Reductions shall then be effective when approved by Banks holding not less than 75% of the aggregate principal amount of the Advances then outstanding (or 75% of the Commitments if no Advances are then outstanding). If any of such redetermined Borrowing Base and Monthly Borrowing Base Reductions are not approved by Banks holding not less than 75% of the aggregate principal amount of the Advances then outstanding (or 75% of the Commitments if no Advances are then outstanding) within ten (10) days after they are submitted to the Banks, each Bank shall submit to the Agent, on or within ten (10) days after the Agent notifies the Banks that such Banks have not approved any such redetermined Borrowing Base or Monthly Borrowing Base Reductions, its determination of each of the foregoing which was not so approved, and the redetermined amount of each of the foregoing which was not so approved will be based on the weighted average of the redetermined amount thereof of each Bank which properly submits such redetermination to the Agent, weighted according to each Bank's Commitment. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, WITHOUT THE PRIOR WRITTEN APPROVAL OF ALL THE BANKS, SUCH APPROVAL TO BE IN EACH BANK'S SOLE DISCRETION, (1) THE BORROWING BASE MAY NOT BE GREATER THAN $162,500,000 205,000,000 AT ANY TIME, AND (2) THE REDETERMINATION OF THE BORROWING BASE AND THE MONTHLY BORROWING BASE REDUCTIONS SCHEDULED TO OCCUR ON OR ABOUT OCTOBER, 1999 SHALL BE EFFECTIVE WHEN APPROVED BY ALL OF THE BANKS AND (3) THE MONTHLY BORROWING BASE REDUCTIONS DETERMINED AT ANY TIME AND IN ACCORDANCE WITH THE ABOVE PROCEDURE MAY NOT BE MODIFIED. (c) The Borrowing Base and the Monthly Borrowing Base Reductions may be redetermined from time to time as requested by the Required Banks (provided that the Required Banks may not request any such optional redetermination until after the mandatory redetermination scheduled to occur on or about October, 1999 unless any representation or warranty contained in Section 6 hereof shall not be true and correct in all material respects at any time as if made at any such time)Banks, and will be redetermined upon the request of the Borrowers (provided that the Borrowers cannot request a redetermination of the Borrowing Base, or the Monthly Borrowing Base Reductions more than once between the mandatory redeterminations hereinafter provided for), and, in addition, at least twice each year (provided that the first such redetermination shall not be made until October, 1999) as follows: upon receipt of the reserve reports referred to in Section 7.1(d)(vii) hereof (and in connection with such twice per year redeterminations of the E-42 Borrowing Base and the Monthly Borrowing Base Reductions the Agent shall submit the redetermined Borrowing Base and the Monthly Borrowing Base Reductions as required under this Section 9.14 on or prior to 30 days after the receipt of each (i) reserve report referred to in Section 7.1(d)(vii) (A) hereof and (ii) reserve report referred to in Section 7.1(d)(vii)(B)). Each redetermination of the Monthly Borrowing Base Reductions shall determine such reductions for each of the six months following such determination. Except for the scheduled redeterminations of the Borrowing Base and the Monthly Borrowing Base Reductions, each Bank requesting a redetermination of the Borrowing Base and the Monthly Borrowing Base Reductions agrees to give notice to the Agent and the Borrowers of such request. (d) Within five days after notification to Borrower of a Borrowing Base redetermination pursuant to the provisions of this Section 9.14, the Borrowers may notify Agent as to what portion of the Borrowing Base they desire access (the "Elected Borrowing Limit"). Thereafter, the Borrowers may obtain Advances which do not exceed in the aggregate the lesser of (i) the Commitments or (ii) the Elected Borrowing Limit until the next Borrowing Base redetermination, subject to the provisions of Section 9.14(b) and (c) above. If no such notification is received by the Agent the Elected Borrowing Limit shall be the Borrowing Base as so determined. Notwithstanding anything herein to the contrary, the Elected Borrowing Limit may not exceed the lesser of (A) the Borrowing Base or (B) the aggregate stated Commitment amounts for the Banks set forth next to the names of the Banks on the signature pages hereof or established pursuant to Section 10.6, as the case may be, as such amount may be reduced from time to time. As of the Effective Date, the Elected Borrowing Limit shall be equal to $162,500,000205,000,000. (e) Notwithstanding anything on the signature pages hereto or elsewhere in this Agreement to the contrary, so long as the Borrowing Base and the Elected Borrowing Limit is $205,000,000, each Bank's Pro Rata Share, including its Pro Rata of the Elected Borrowing Limit, for purposes of this Agreement shall be determined based on the following amounts: Commitment Pro Rata Share -------------- -------------- Bank One, NA $35,000,000.00 17.07317% Toronto Dominion (Texas), Inc. $29,000,000.00 14.14634% Paribas $27,000,000.00 13.17073% Fortis Capital Corp. $23,000,000.00 11.21951% Christiania Bank Og Kreditkasse, Asa $18,000,000.00 8.78049% Credit Lyonnais New York Branch $18,000,000.00 8.78049% General Electric Capital Corporation $18,000,000.00 8.78049% Bank of Scotland $15,000,000.00 7.31707% Natexis Banques Populaires $12,000,000.00 5.00000% National Bank of Canada $10,000,000.00 4.87805% E-43

Determination of Borrowing Base, Etc. (a) As of the Effective Date, the Borrowing Base shall be equal to $162,500,000 and scheduled monthly reductions to the Borrowing Base shall be $0 (any monthly reductions in the Borrowing Base redetermined at any time under this Section 9.14 are defined as the "Monthly Borrowing Base Reductions"). (b) Any redetermination of the Borrowing Base and the Monthly Borrowing Base Reductions shall be made mutually by the Agent and the Documentation Agent and submitted to the Banks. Such The redetermined Borrowing Base and Monthly Borrowing Base Reductions shall then be effective when approved by Banks holding not less than 75% of the aggregate principal amount of the Advances then outstanding (or 75% of the Commitments Required Banks, provided that if no Advances are then outstanding). If any of such redetermined Borrowing Base and Monthly Borrowing Base Reductions are is not approved by the Required Banks holding not less than 75% of the aggregate principal amount of the Advances then outstanding (or 75% of the Commitments if no Advances are then outstanding) within ten (10) 10 days after they are it is submitted to the Banks, each Bank shall submit to the Agent, on or within ten (10) 10 days after the Agent notifies the Banks that such the Required Banks have not approved any such redetermined Borrowing Base or Monthly Borrowing Base ReductionsBase, its determination of each of the foregoing which was not so approvedBorrowing Base, and the redetermined amount of each of the foregoing which was not so approved Borrowing Base will be based on the weighted average of the redetermined amount thereof Borrowing Base of each Bank which properly submits such redetermination to the Agent, weighted according to each Bank's Commitment. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, WITHOUT THE PRIOR WRITTEN APPROVAL OF ALL THE BANKS, SUCH APPROVAL TO BE IN EACH BANK'S SOLE DISCRETION, (1) THE BORROWING BASE MAY NOT BE GREATER THAN $162,500,000 AT ANY TIME, (2) THE REDETERMINATION OF THE BORROWING BASE AND THE MONTHLY BORROWING BASE REDUCTIONS SCHEDULED TO OCCUR ON OR ABOUT OCTOBER, 1999 SHALL BE EFFECTIVE WHEN APPROVED BY ALL OF THE BANKS AND (3) THE MONTHLY BORROWING BASE REDUCTIONS DETERMINED AT ANY TIME AND IN ACCORDANCE WITH THE ABOVE PROCEDURE MAY NOT BE MODIFIED. (c) The Borrowing Base and the Monthly Borrowing Base Reductions may be redetermined from time to time as requested by the Required Banks (provided that the Required Banks may not request any such optional redetermination until after the mandatory redetermination scheduled to occur on or about October, 1999 unless any representation or warranty contained in Section 6 hereof shall not be true and correct in all material respects at any time as if made at any such time)Banks, and will be redetermined upon the request of the Borrowers (provided that the Borrowers cannot request a redetermination of the Borrowing Base, or the Monthly Borrowing Base Reductions more than once between the mandatory redeterminations hereinafter provided for), and, in addition, at least twice each year (provided that the first such redetermination shall not be made until October, 1999) as follows: upon receipt of the reserve reports referred to in Section 7.1(d)(vii) hereof (and in connection with such twice per year redeterminations of the Borrowing Base Base, the Agent and the Monthly Borrowing Base Reductions the Documentation Agent shall submit the redetermined Borrowing Base and the Monthly Borrowing Base Reductions as required under the first sentence of this Section 9.14 on or prior to 30 days after the receipt of each (ia) reserve report referred to in Section 7.1(d)(vii) (A) hereof and (iib) reserve report referred to in Section 7.1(d)(vii)(B)). Each redetermination of the Monthly Borrowing Base Reductions shall determine such reductions for each of the six months following such determination. Except for the scheduled redeterminations of the Borrowing Base and the Monthly Borrowing Base ReductionsBase, each Bank requesting a redetermination of the Borrowing Base and the Monthly Borrowing Base Reductions agrees to give notice to the Agent, the Documentation Agent and the Borrowers of such request. (d) Within five days after notification to Borrower . All parties hereto acknowledge that as of a the Effective Date the Borrowing Base redetermination is equal to $275,000,000; provided that the Borrowing Base will be increased by (i) $10,000,000 when the Borrowers complete (as determined by the Agent) the acquisition of the Purchased Bois D'Arc Assets to be sold by Xxxxxxx Xxxxx pursuant to the provisions of this Section 9.14Purchase Documents, the Borrowers may notify Agent as to what portion of the Borrowing Base they desire access (the "Elected Borrowing Limit"). Thereafter, the Borrowers may obtain Advances which do not exceed in the aggregate the lesser of (i) the Commitments or (ii) $2,000,000 when the Elected Borrowing Limit until Borrowers complete (as determined by the next Borrowing Base redeterminationAgent) the acquisition of the Purchased Bois D'Arc Assets to be sold by Sage Oil, subject Inc. pursuant to the provisions of Section 9.14(b) Purchase Documents, and (ciii) above. If no such notification is received $3,000,000 when the Borrowers complete (as determined by the Agent Agent) the Elected Borrowing Limit shall acquisition of the Purchased Bois D'Arc Assets to be the Borrowing Base as so determined. Notwithstanding anything herein sold by Metrow Energy, LLC pursuant to the contrary, the Elected Borrowing Limit may not exceed the lesser of (A) the Borrowing Base or (B) the aggregate stated Commitment amounts for the Banks set forth next to the names of the Banks on the signature pages hereof or established pursuant to Section 10.6, as the case may be, as such amount may be reduced from time to time. As of the Effective Date, the Elected Borrowing Limit shall be equal to $162,500,000Purchase Documents.