Common use of Determination of Borrowing Base Clause in Contracts

Determination of Borrowing Base. (a) Upon each delivery of a Reserve Report or Alternate Reserve Report pursuant to Section 7.1 on or before the respective dates required thereby, then with respect to the annual or semi-annual, as the case may be, determination of the Borrowing Base, the Administrative Agent will propose to the Lenders a Borrowing Base for acceptance by the Required Borrowing Base Lenders. If such Borrowing Base, as proposed by the Administrative Agent is accepted by the Required Borrowing Base Lenders, then such agreed Borrowing Base shall be communicated by the Administrative Agent to the Borrower on or before (i) the next May 1st, in the case of a Reserve Report and (ii) the next November 1st, in the case of an Alternate Reserve Report, and shall remain in effect until the next November 1st or May 1st; provided that if such proposed Borrowing Base is not approved by the Required Borrowing Base Lenders prior to the applicable date then, within 30 days following the applicable date, the Required Borrowing Base Lenders will establish and agree to a Borrowing Base established using criteria agreed upon by the Required Borrowing Base Lenders, and such amount will be promptly communicated to the Borrower; provided that the then current Borrowing Base shall remain in effect until the Borrower is notified of the new Borrowing Base. The new Borrowing Base shall become effective as of the date that the Borrower receives notification from the Administrative Agent of the new Borrowing Base. The Borrowing Base, as determined and established pursuant to this Section 2.8(a) shall be subject, at all times, to the redetermination of the then effective Borrowing Base as a result of a Non-Standard Determination. (b) With respect to a Non-Standard Determination of the Borrowing Base, (i) the Administrative Agent or the Required Lenders shall have the right, but not the obligation, at any time to notify the Borrower of their intent to perform a Non-Standard Determination of the Borrowing Base and (ii) the Borrower shall have the right to request a Non-Standard Determination by sending a written request to the Administrative Agent for the performance of a Non-Standard Determination of the Borrowing Base. In connection with any Non-Standard Determination and notwithstanding the delivery of any new Alternate Reserve Report, the Administrative Agent shall propose, and the Required Borrowing Base Lenders shall agree to and approve, a new Borrowing Base which shall become effective upon receipt by the Borrower of notice of such new Borrowing Base until such new Borrowing Base may be redetermined as a result of a scheduled semi-annual determination of the Borrowing Base pursuant to Section 2.8(a). In connection with any Non-Standard Determination, the Borrower shall deliver promptly upon the request of the Administrative Agent a new Alternate Reserve Report to the Administrative Agent; provided that such Alternate Reserve Report, whether or not delivered, shall not preclude or impact the making of such Non-Standard Determination of the Borrowing Base by the Administrative Agent or the approval of such Borrowing Base by the Required Borrowing Base Lenders.

Determination of Borrowing Base. (a) Upon each delivery Automatic Reductions in Borrowing Base; Borrowing Base Deficiency; Notice of a Reserve Report or Alternate Reserve Report pursuant to Section 7.1 on or before Redeterminations; Requests for Reductions in Borrowing Base. 2.8.1. On the respective dates required thereby, then with respect basis of the information furnished to the annual Administrative Agent hereunder and such other reports, appraisals and information as the Administrative Agent may reasonably deem appropriate, the Administrative Agent shall have the right to determine a new Borrowing Base two (2) times a year prior to the Final Maturity Date, such determinations to occur approximately six (6) months apart, or semiat any time it may elect if a Default has occurred which is continuing (the "Scheduled Determinations"), or at such other or additional times prior to the Final Maturity Date as the Administrative Agent or the Required Lenders in their reasonable discretion may elect (the "Discretionary Determinations"), and the Administrative Agent shall determine a new Borrowing Base at the Borrower's expense at such additional times, but no more often than one (1) time in any 12-annualmonth period without the Administrative Agent's consent, as the case Borrower may bereasonably request in connection with any material change in value of the Pipeline Systems (a "Borrower Requested Determination"). Such determinations, if made, shall be in accordance with the customary practices and standards of the Administrative Agent for loans of a similar nature as in effect at the time such determinations are made (except that the Administrative Agent may make adjustments to such determinations based on the practices and standards of each other Lender) and shall be conclusive as to the Borrower, and any increases in the Borrowing Base must be approved by all of the Lenders and shall be subject to each Lender's complete credit approval process. There is no duty, implied or explicit, on the Administrative Agent or the Lenders to ever increase the Borrowing Base. 2.8.2. The Borrowing Base shall be automatically reduced as of the 1st day of each month, commencing September 1, 2007, and continuing on the first day of each month thereafter until the Final Maturity Date. Such reductions in the Borrowing Base each month shall be in the amount of $0 per month unless redetermined as herein permitted. At the time of each new Borrowing Base determination under Section 2.8.1, the Required Lenders in their sole discretion may increase the amount of such monthly reductions, and the Lenders may decrease the amount of such monthly reductions. Any decreases in the monthly reductions must be approved by all of the Lenders and shall be subject to each Lender's complete credit approval process. There is no duty, implied or explicit, on the Administrative Agent or the Lenders to ever decrease the amount of the monthly Borrowing Base reduction amounts. 2.8.3. Upon the occurrence of a Borrowing Base Deficiency, the Borrower shall, within 30 days following notice by the Administrative Agent of the existence of such Borrowing Base Deficiency, do any one or more of the following in an aggregate amount at least equal to such Borrowing Base Deficiency: (i) prepay the principal of the Notes or (ii) cause to be created first and prior perfected Liens (subject only to Permitted Liens) in favor of the Administrative Agent for the benefit of the Lenders, by instruments reasonably satisfactory to the Administrative Agent, on Properties which in the opinion of each Lender would increase the Borrowing Base by an amount sufficient, in combination with clause (i) preceding, to eliminate such Borrowing Base Deficiency. 2.8.4. Upon each redetermination of the Borrowing Base, the Administrative Agent will propose notify the Borrower of such determination (which notice may be orally communicated to the Lenders a Borrower and confirmed promptly thereafter in writing if the Borrowing Base for acceptance by is being decreased or the Required monthly Borrowing Base Lenders. If such Borrowing Basereduction amount is being increased), as proposed by and the Administrative Agent is accepted by the Required Borrowing Base Lenders, then such agreed and the amount by which the Borrowing Base shall be reduced so communicated by to the Borrower shall become effective immediately upon such notification (or such other date as is stated in such notice and regardless of any Notice of Borrowing the Administrative Agent to the Borrower on or before (imight have received) the next May 1st, in the case of a Reserve Report and (ii) the next November 1st, in the case of an Alternate Reserve Report, and shall remain in effect until the next November 1st or May 1st; provided that if such proposed Borrowing Base is not approved by the Required Borrowing Base Lenders prior to the applicable date then, within 30 days following the applicable date, the Required Borrowing Base Lenders will establish and agree to a Borrowing Base established using criteria agreed upon by the Required Borrowing Base Lenders, and such amount will be promptly communicated to the Borrower; provided that the then current Borrowing Base shall remain in effect until the Borrower is notified of the new Borrowing Base. The new Borrowing Base shall become effective as of the date that the Borrower receives notification from the Administrative Agent of the new Borrowing Base. The Borrowing Base, as determined and established pursuant to this Section 2.8(a) shall be subject, at all times, to the subsequent redetermination of the then effective Borrowing Base as a result of a Non-Standard Determination. (b) With respect to a Non-Standard Determination of the Borrowing Base, (i) the Administrative Agent or the Required Lenders shall have the right, but not the obligation, at any time to notify the Borrower of their intent to perform a Non-Standard Determination of the Borrowing Base and (ii) the Borrower shall have the right to request a Non-Standard Determination by sending a written request to the Administrative Agent for the performance of a Non-Standard Determination of the Borrowing Base. In connection with The Administrative Agent may condition any Non-Standard Determination increase in the Borrowing Base or decrease in the monthly Borrowing Base reduction amount to the Borrower's execution and notwithstanding return of the delivery of notice given under this Section. 2.8.5. The Borrower may at any new Alternate Reserve Report, time by written notice to the Administrative Agent shall proposerequest that the Borrowing Base be reduced (with no right of reinstatement) by an amount specified by the Borrower in such reduction notice, and the Required Borrowing Base Lenders shall agree to and approve, a new Borrowing Base which shall become effective be deemed so reduced upon receipt by the Borrower of notice Administrative Agent of such new Borrowing Base until such new Borrowing Base may be redetermined as a result reduction notice. Further, in the event the Borrower is advised of a scheduled semi-annual determination of any increase in the Borrowing Base pursuant to Section 2.8(a). In connection with any Non-Standard DeterminationBase, the Borrower shall deliver promptly upon may decline to utilize the request of increased borrowing availability created thereby and by written notice to the Administrative Agent irrevocably refuse to accept all or a new Alternate Reserve Report to the Administrative Agent; provided that such Alternate Reserve Report, whether or not delivered, shall not preclude or impact the making portion of such Non-Standard Determination of the Borrowing Base increase, but any such refusal notice received by the Administrative Agent or more than five (5) Business Days following such increase in the approval of such Borrowing Base by the Required shall be treated as a Borrowing Base Lendersreduction notice under the immediately preceding sentence.

Determination of Borrowing Base. (a) Upon each delivery of a Based in part on the ------------------------------- Reserve Report or Alternate Reserve Report Reports and Related Asset Reports delivered pursuant to Section 7.1 4.1 (and ----------- in the case of the Scheduled Determination scheduled to occur on or before around May 1, 1997 based on the respective dates required therebyCurrent Reserve Report), then Administrative Agent shall, not later than ten (10) days prior to each Determination Date commencing with respect the Determination Date falling on May 1, 1997, submit a proposed Borrowing Base to become effective on such Determination Date to Banks for their approval. In the annual event Required Banks, or semi-annual, as all Banks in the case may be, determination event of a proposed increase in the Borrowing Base, the fail to promptly approve such proposed Borrowing Base, Administrative Agent will shall propose one or more alternative Borrowing Bases to Banks and shall consult with Banks regarding the Lenders proposed Borrowing Base until such time as Required Banks, or all Banks in the event of a proposed increase in the Borrowing Base, approve a Borrowing Base for acceptance and proposed by Administrative Agent. Promptly upon the approval by Required Banks, or all Banks in the event of a proposed increase in the Borrowing Base Lendersto become effective on a Determination Date, Administrative Agent shall provide written notice of the amount of such Borrowing Base to Borrower. If such In the event Administrative Agent and Required Banks, or all Banks in the event of a proposed increase in the Borrowing Base, fail to approve a Borrowing Base (and notify Borrower of the amount thereof) on or prior to any applicable Determination Date, the Borrowing Base in effect prior to such Determination Date shall remain in effect thereafter until such time as proposed by the Administrative Agent is accepted by and Required Banks, or all Banks in the Required event of a proposed increase in the Borrowing Base, approve such Borrowing Base Lenders, then such agreed (which shall each become effective immediately upon notice to Borrower from Administrative Agent setting forth the amounts thereof). Any determination of a proposed Borrowing Base by Administrative Agent and any decision by Banks regarding the approval or disapproval of any Borrowing Base shall be communicated made by Administrative Agent and Banks in their sole discretion in accordance with their respective standards for oil and gas loans, which may vary between Administrative Agent and Banks and from Bank to Bank. Without limiting the right of Administrative Agent to propose the Borrower on amount of any Borrowing Base or before (i) the next May 1st, in the case right of a Reserve Report and (ii) the next November 1st, in the case of an Alternate Reserve Report, and shall remain in effect until the next November 1st Banks to approve or May 1st; provided that if disapprove such proposed Borrowing Base is not approved by the Required Borrowing Base Lenders prior in their sole discretion, Borrower acknowledges and agrees that subject to the applicable date thenAdministrative Agent's and Banks' consistent application of their respective standards for similar loans, within 30 days following the applicable date, the Required Borrowing Base Lenders will establish and agree to a Borrowing Base established using criteria agreed upon by the Required Borrowing Base Lenders, and such amount will be promptly communicated to the Borrower; provided that the then current Borrowing Base shall remain in effect until the Borrower is notified of the new Borrowing Base. The new Borrowing Base shall become effective as of the date that the Borrower receives notification from the Administrative Agent of the new Borrowing Base. The Borrowing Base, as determined and established pursuant to this Section 2.8(a) shall be subject, at all times, to the redetermination of the then effective Borrowing Base as a result of a Non-Standard Determination. (b) With respect to a Non-Standard Determination of the Borrowing Base, Banks (i) the Administrative Agent or the Required Lenders shall have the rightmay make such assumptions regarding appropriate existing and projected pricing for hydrocarbons as they deem appropriate in their sole discretion, but not the obligation, at any time to notify the Borrower of their intent to perform a Non-Standard Determination of the Borrowing Base and (ii) may make such assumptions regarding projected rates and quantities of future production of hydrocarbons from oil and gas properties and Related Assets owned by Borrower and its Restricted Subsidiaries as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements of Borrower shall have and its Subsidiaries, including, without limitation, obligations under the right Preferred Stock, obligations under the Subordinate Notes, and debt service and lease obligations of Borrower and its Subsidiaries, further including, without limitation, the full amount Borrower may be required to request a Non-Standard Determination by sending a written request to the Administrative Agent for the performance of a Non-Standard Determination of the Borrowing Base. In pay in connection with any Non-Standard Determination redemption or repurchase of the Subordinate Notes, (iv) will not consider any asset other than oil and notwithstanding the delivery of gas reserves and Related Assets, (v) will not consider any new Alternate Reserve Report, the Administrative Agent shall proposeasset owned by an entity other than Borrower and its Restricted Subsidiaries, and (vi) may make such other assumptions, considerations and exclusions as each Bank deems appropriate in the Required Borrowing Base Lenders shall agree to and approve, a new Borrowing Base which shall become effective upon receipt by the Borrower exercise of notice of such new Borrowing Base until such new Borrowing Base may be redetermined as a result of a scheduled semi-annual determination of the Borrowing Base pursuant to Section 2.8(a). In connection with any Non-Standard Determination, the Borrower shall deliver promptly upon the request of the Administrative Agent a new Alternate Reserve Report to the Administrative Agent; provided that such Alternate Reserve Report, whether or not delivered, shall not preclude or impact the making of such Non-Standard Determination of the Borrowing Base by the Administrative Agent or the approval of such Borrowing Base by the Required Borrowing Base Lendersits sole discretion.

Determination of Borrowing Base. (a) Upon each delivery of a Based in part on the Reserve Report or Alternate Reserve Report ------------------------------- Reports and Related Asset Reports delivered pursuant to Section 7.1 5.1, ----------- Administrative Agent shall, not later than ten (10) days prior to each Determination Date commencing with the Determination Date falling on November 1, 1999, submit a proposed Borrowing Base to become effective on such Determination Date to Banks for their approval. In the event Required Banks, or before all Banks in the respective dates required thereby, then with respect to the annual or semi-annual, as the case may be, determination event of a proposed increase in the Borrowing Base, the fail to promptly approve such proposed Borrowing Base, Administrative Agent will shall propose one or more alternative Borrowing Bases to Banks and shall consult with Banks regarding the Lenders proposed Borrowing Base until such time as Required Banks, or all Banks in the event of a proposed increase in the Borrowing Base, approve a Borrowing Base for acceptance proposed by Administrative Agent. Promptly upon the approval by Required Banks, or all Banks in the event of a proposed increase in the Borrowing Base Lendersto become effective on a Determination Date, Administrative Agent shall provide written notice of the amount of such Borrowing Base to Borrower. If such In the event Administrative Agent and Required Banks, or all Banks in the event of a proposed increase in the Borrowing Base, fail to approve a Borrowing Base (and notify Borrower of the amount thereof) on or prior to any applicable Determination Date, the Borrowing Base in effect prior to such Determination Date shall remain in effect thereafter until such time as proposed by the Administrative Agent is accepted by and Required Banks, or all Banks in the Required event of a proposed increase in the Borrowing Base, approve such Borrowing Base Lenders, then such agreed (which shall each become effective immediately upon notice to Borrower from Administrative Agent setting forth the amount thereof). Any determination of a proposed Borrowing Base by Administrative Agent and any decision by Banks regarding the approval or disapproval of any Borrowing Base shall be communicated made by Administrative Agent and Banks in their sole discretion in accordance with their respective standards for oil and gas loans, which may vary between Administrative Agent and Banks and from Bank to Bank. Without limiting the right of Administrative Agent to propose the Borrower on amount of any Borrowing Base or before (i) the next May 1st, in the case right of a Reserve Report and (ii) the next November 1st, in the case of an Alternate Reserve Report, and shall remain in effect until the next November 1st Banks to approve or May 1st; provided that if disapprove such proposed Borrowing Base is not approved by the Required Borrowing Base Lenders prior in their sole discretion, Borrower acknowledges and agrees that subject to the applicable date thenAdministrative Agent's and Banks' consistent application of their respective standards for similar loans, within 30 days following the applicable date, the Required Borrowing Base Lenders will establish and agree to a Borrowing Base established using criteria agreed upon by the Required Borrowing Base Lenders, and such amount will be promptly communicated to the Borrower; provided that the then current Borrowing Base shall remain in effect until the Borrower is notified of the new Borrowing Base. The new Borrowing Base shall become effective as of the date that the Borrower receives notification from the Administrative Agent of the new Borrowing Base. The Borrowing Base, as determined and established pursuant to this Section 2.8(a) shall be subject, at all times, to the redetermination of the then effective Borrowing Base as a result of a Non-Standard Determination. (b) With respect to a Non-Standard Determination of the Borrowing Base, Banks (i) the Administrative Agent or the Required Lenders shall have the rightmay make such assumptions regarding appropriate existing and projected pricing for hydrocarbons as they deem appropriate in their sole discretion, but not the obligation, at any time to notify the Borrower of their intent to perform a Non-Standard Determination of the Borrowing Base and (ii) may make such assumptions regarding projected rates and quantities of future production of hydrocarbons from oil and gas properties and Related Assets owned by Borrower and its Restricted Subsidiaries as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements of Borrower shall have and its Subsidiaries, including, without limitation, obligations under the right to request a Non-Standard Determination by sending a written request to the Administrative Agent for the performance of a Non-Standard Determination of the Borrowing Base. In connection with any Non-Standard Determination and notwithstanding the delivery of any new Alternate Reserve Report, the Administrative Agent shall proposePreferred Stock, and debt service and lease obligations of Borrower and its Subsidiaries, (iv) will not consider any asset other than oil and gas reserves and Related Assets, (v) will not consider any asset owned by an entity other than Borrower and its Restricted Subsidiaries, and (vi) may make such other assumptions, considerations and exclusions as each Bank deems appropriate in the Required Borrowing Base Lenders shall agree to and approve, a new Borrowing Base which shall become effective upon receipt by the Borrower exercise of notice of such new Borrowing Base until such new Borrowing Base may be redetermined as a result of a scheduled semi-annual determination of the Borrowing Base pursuant to Section 2.8(a). In connection with any Non-Standard Determination, the Borrower shall deliver promptly upon the request of the Administrative Agent a new Alternate Reserve Report to the Administrative Agent; provided that such Alternate Reserve Report, whether or not delivered, shall not preclude or impact the making of such Non-Standard Determination of the Borrowing Base by the Administrative Agent or the approval of such Borrowing Base by the Required Borrowing Base Lendersits sole discretion.

Determination of Borrowing Base. (a) Upon each delivery of a Reserve Report or Alternate Reserve Report pursuant to Section 7.1 SECTION 7.2 hereof and PROVIDED, that such delivery shall be on or before the respective dates required therebytherein, then with then: (a) With respect to the annual or semi-annual, as the case may be, determination of the Borrowing Base, the Administrative Agent will propose to the Lenders a Borrowing Base for acceptance by the Required Borrowing Base Lenders. If such Borrowing Base, as proposed by the Administrative Agent is accepted by the Required Borrowing Base Lenders, then such agreed Borrowing Base shall be communicated by the Administrative Agent to the Borrower on or before (i) the next May 1stApril 30th, in the case of a Reserve Report and (ii) the next November 1stOctober 31st, in the case of an Alternate Reserve Report, and shall remain in effect until the next November 1st October 31st or May 1stApril 30th; provided that PROVIDED THAT if such proposed Borrowing Base is not approved by the Required Borrowing Base Lenders prior to the applicable date then, within 30 thirty (30) days following the applicable date, the Required Borrowing Base Lenders will establish and agree to a Borrowing Base established using criteria agreed upon by the Required Borrowing Base LendersBase, and such amount will be promptly communicated to the Borrower; provided that PROVIDED THAT the then current Borrowing Base shall remain in effect until the Borrower is notified of the new Borrowing Base. The new Borrowing Base shall become effective as of the date that the Borrower receives notification from the Administrative Agent of the new Borrowing Base. The Borrowing Base, as determined and established pursuant to this Section 2.8(aSECTION 2.6(a) shall be subject, at all timestimes after April 30, 1999, to the redetermination of the then effective Borrowing Base as a result of a Non-Standard Determination. (b) With respect to a redetermination of the Borrowing Base resulting from a Non-Standard Determination of Determination, the Borrowing Base, (i) the Administrative Agent or the Required Lenders and the Borrower shall have the right, but not the obligationobligation on no more than one occasion during each six month period ending on April 30th and October 31st, at any time to notify the Borrower or the Agent, respectively, of their its intent to perform a Non-Standard Determination of the Borrowing Base and (ii) the Borrower shall have the right to request a Non-Standard Determination by sending a written request to the Administrative Agent for the performance of a Non-Standard Determination of the Borrowing Base. In connection with any the Non-Standard Determination and notwithstanding the delivery of any new Alternate Reserve Report, the Administrative Agent shall propose, and the Required Borrowing Base Lenders shall agree to and approve, a new Borrowing Base which shall become effective upon receipt by the Borrower of notice of such new Borrowing Base until such new Borrowing Base may be redetermined as a result of a scheduled semi-annual determination of the Borrowing Base pursuant to Section 2.8(aSECTION 2.6(a). In connection with any Non-Standard Determination, the Borrower shall deliver promptly upon the request of the Administrative Agent a new Alternate Reserve Report to the Administrative Agent; provided that such Alternate Reserve Report, whether or not delivered, shall not preclude or impact the making of such Non-Standard Determination ." (k) SECTION 3.1 of the Borrowing Base Credit Agreement is amended hereby by inserting the Administrative Agent or the approval of such Borrowing Base by the Required Borrowing Base Lenders.following SECTION 3.1.5 following SECTION 3.1.4 thereof:

Determination of Borrowing Base. (a) Upon each delivery determining the "Net Asset Value". The aggregate amount of a Reserve Report or Alternate Reserve Report pursuant to Section 7.1 on or before the respective dates required thereby, then with respect to the annual or semi-annual, as the case such Debt and present value of advances that may be, determination of the Borrowing Base, the Administrative Agent will propose to the Lenders a Borrowing Base for acceptance by the Required Borrowing Base Lenders. If such Borrowing Base, as proposed by the Administrative Agent is accepted by the Required Borrowing Base Lenders, then such agreed Borrowing Base be deducted in determining Net Asset Value shall be communicated by the Administrative Agent to the Borrower on or before (i) the next May 1st, in the case of a Reserve Report and (ii) the next November 1st, in the case of an Alternate Reserve Report, and shall remain in effect until the next November 1st or May 1st; provided that if such proposed Borrowing Base is not approved by the Required Borrowing Base Lenders prior to the applicable date then, within 30 days following the applicable date, the Required Borrowing Base Lenders will establish and agree to a Borrowing Base established using criteria mutually agreed upon by MND and the Required Borrowing Base Lenders, and such amount will be promptly communicated to Determining Banks on an annual basis. Until the Borrower; provided that the then current Borrowing Base shall remain in effect until the Borrower is notified of the new Borrowing Base. The new Borrowing Base shall become effective as of the date that the Borrower receives notification from the Administrative Agent of the new Borrowing Base. The Borrowing Base, as determined and established pursuant to this Section 2.8(a) shall be subject, at all times, to the first determination or redetermination of the then effective Borrowing Base as a result of a Non-Standard Determination. (b) With respect to a Non-Standard Determination of the Borrowing Base, (i) the Administrative Agent or the Required Lenders shall have the right, but not the obligation, at any time to notify the Borrower of their intent to perform a Non-Standard Determination of the Borrowing Base to occur after the date hereof, such aggregate amount will be $434,000,000. From the Net Asset Value, the Determining Banks will determine a borrowing base (the "Borrowing Base"), which shall limit the Consolidated Debt permitted to be outstanding. The Borrowing Base will be a percentage of Net Asset Value. Such percentage may vary from time to time and (ii) shall be calculated in accordance with normal guidelines customarily used by the Borrower Determining Banks in evaluating energy and natural resource related credits. Until the payment of the amounts under the NGPL Settlement Agreement, the Borrowing Base will include 75% of the present value of such payments and will automatically be reduced by such amount upon such payments. The determination of the amounts of such Borrowing Base and such Present Value of Assets shall have the right to request a Non-Standard Determination by sending a written request be submitted to the Administrative Agent Banks for approval by the performance of a Non-Standard Determination of Required Banks (such approved amounts being the "Approved Borrowing Base. In connection with any Non-Standard Determination and notwithstanding the delivery of any new Alternate Reserve Report, the Administrative Agent shall propose, " and the Required Borrowing Base Lenders shall agree to and approve, a new Borrowing Base which shall become effective upon receipt by "Approved Present Value of Assets"). Until the Borrower of notice of such new Borrowing Base until such new Borrowing Base may be redetermined as a result of a scheduled semi-annual first determination or redetermination of the Borrowing Base pursuant to Section 2.8(a). In connection with any Non-Standard Determinationoccur after the date hereof, the Borrower Net Asset Value will be $619,000,000, the Approved Borrowing Base will be $433,000,000 and the Approved Present Value of Assets will be $1,053,000,000. The Administrative Agent shall deliver promptly upon the request notify MND of the Administrative Agent a new Alternate Reserve Report to Approved Borrowing Base and the Administrative Agent; provided that such Alternate Reserve Report, whether or not delivered, shall not preclude or impact Approved Present Value of Assets and the making of such Non-Standard Determination of computation thereof by the Borrowing Base Determination Date. The determination of the component of the Net Asset Value based upon the present value of Proved Reserves of Oil and Gas Assets and Gas Processing Plant Assets will be made by the Administrative Agent or Determining Banks based on the approval Appraisal Reports delivered pursuant to paragraph (g) of subsection 5.1, which reports in all material respects are to be satisfactory to the Required Banks with respect to reserve quantities. The Determining Banks may redetermine the projected cash flows and discounted present values thereof shown in such Appraisal Reports based upon their normal guidelines on price parameters, escalation rates and the discount rate used in evaluating energy and natural resource related credits. However, with respect to natural gas pricing, all gas sold under the contract with TUFCO (covering the Limestone/Robexxxxx Xxxnties area) will be priced strictly in accordance with the terms of such Borrowing Base contract. It is also understood that the Determining Banks may revise the projected future cash flows shown in the Appraisal Reports to subtract from such cash flows the estimated recoupment of any Advance Payment Obligations. In the determination of the component of the Net Asset Value based upon the present value of Gas Gathering and Transmission Assets, projected cash flows from Dedicated Pipeline Reserves will be calculated using the current transportation rates, "buy/sell" margins for pipeline gas sales and operating 74 42 costs with appropriate escalations and in accordance with normal guidelines customarily used by the Required Borrowing Base LendersBanks in evaluating energy and natural resource related credits.

Determination of Borrowing Base. (a2) Upon each delivery of a Reserve Report or Alternate Reserve Report pursuant to Section 7.1 on or before the respective dates required thereby, then with respect to the annual or semi-annual, as the case may be, determination of the Borrowing Base, the Administrative Agent will propose to the Lenders a Borrowing Base for acceptance by the Required Borrowing Base Lenders. If such Borrowing Base, as proposed by the Administrative Agent is accepted by the Required Borrowing Base Lenders, then such agreed Borrowing Base No Lender shall be communicated by the Administrative Agent to the Borrower on or before (i) the next May 1st, in the case of a Reserve Report and (ii) the next November 1st, in the case of an Alternate Reserve Report, and shall remain in effect until the next November 1st or May 1st; provided that if such proposed Borrowing Base is not approved by the Required Borrowing Base Lenders prior to the applicable date then, within 30 days following the applicable date, the Required Borrowing Base Lenders will establish and agree to a Borrowing Base established using criteria agreed upon by the Required Borrowing Base Lenders, and such amount will be promptly communicated to the Borrower; provided that the then current Borrowing Base shall remain in effect until the Borrower is notified of the new Borrowing Base. The new Borrowing Base shall become effective as of the date that the Borrower receives notification from the Administrative Agent of the new Borrowing Base. The Borrowing Base, as determined and established pursuant to this Section 2.8(a) shall be subject, at all times, to the redetermination of the then effective Borrowing Base as a result of a Non-Standard Determination. (b) With respect to a Non-Standard Determination of the Borrowing Base, (i) the Administrative Agent or the Required Lenders shall have the right, but not the obligation, obligated at any time to notify make available to the Borrower its Proportionate Share of their intent to perform a Non-Standard Determination any requested Revolving Loan if such amount plus its Proportionate Share of all Revolving Loans, its Proportionate ---- Share of all Letter of Credit Obligations and its Proportionate Share of all Acceptance Obligations then outstanding would exceed such Lender's Revolving Credit Commitment at such time. The aggregate balance of Revolving Loans outstanding, plus the aggregate amount of all Letter of Credit Obligations ---- outstanding plus the aggregate amount of all Acceptance Obligations shall not at ---- any time exceed the lesser of (i) the Borrowing Base and (ii) the Total Commitments then in effect. No Lender shall be obligated to make available, nor shall the Agent make available, any Revolving Loans to the Borrower to the extent such Revolving Loan when added to the then outstanding Revolving Loans, all Letter of Credit Obligations of the Borrower and all Acceptance Obligations of the Borrower would cause the aggregate outstanding Revolving Loans, all Letter of Credit Obligations of the Borrower and all Acceptance Obligations of the Borrower to exceed the lesser of the (i) Borrowing Base and (ii) the Total Commitments then in effect. The Borrower shall have the right to request a Non-Standard Determination by sending a written request promptly repay to the Administrative Agent for Lenders from time to time the performance full amount of a Non-Standard Determination the excess, if any, of (i) the amount of all Revolving Loans, Letter of Credit Obligations outstanding and Acceptance Obligations outstanding over (ii) the lesser of (A) the Total Commitments and (B) the Borrowing Base. In connection with any Non-Standard Determination and notwithstanding . (3) Notwithstanding the delivery provisions of any new Alternate Reserve Reportsubsection (b) above to the contrary, in the Administrative Agent shall propose, and the Required Borrowing Base Lenders shall agree to and approve, a new Borrowing Base which shall become effective upon receipt by event the Borrower of notice of such new Borrowing Base until such new Borrowing Base may be redetermined as a result of a scheduled semi-annual determination of is unable to comply with (i) the Borrowing Base pursuant limitations set forth in Section 3.2(a) or (ii) the conditions -------------- precedent to Section 2.8(a). In connection with any Non-Standard Determination, the Borrower shall deliver promptly upon the request of the Administrative Agent a new Alternate Reserve Report to the Administrative Agent; provided that such Alternate Reserve Report, whether or not delivered, shall not preclude or impact the making of a Loan, the issuance of a Letter of Credit or the creation of an acceptance set forth in Section 2.2, the Lenders authorize the ----------- Agent in its sole discretion, to make advances ("Interim Advances") to the ---------------- Borrower for a period commencing on the date Agent first receives a Notice of Borrowing requesting an Interim Advance until the earlier of (i) the seventh (7th) Business Day after such Non-Standard Determination of date, (ii) the date the Borrower is again able to comply with the Borrowing Base by limitations and the Administrative Agent conditions precedent set forth in Section 2.2, or obtains an amendment or waiver with respect thereto or ----------- (iii) the approval of such Borrowing Base by date the Required Borrowing Base LendersLenders instruct the Agent to cease making Interim Advances (in each case, the "Interim Advance Period"). The Agent shall not, in ---------------------- any event, make any Interim Advance if at such time the aggregate amount of all such Interim Advances outstanding would exceed $5,000,000. An Interim Advance shall cease to be an Interim Advance if the unsatisfied conditions or events which cause such advance to be an Interim Advance shall thereafter be satisfied.

Determination of Borrowing Base. This Section 2.8 shall be applicable at all times unless (i) the Applicable Rating Level of the Borrower is Level I and (ii) the Borrower has elected to have availability under this Agreement no longer governed by the Borrowing Base; provided, however, that this Section shall apply at all times prior to the delivery of the Reserve Report dated effective as of January 1, 2005; and provided further that, if at any time availability under this Agreement is not governed by the Borrowing Base but the Applicable Rating Level of the Borrower declines to Level II or Level III, the Administrative Agent and the Required Borrowing Base Lenders shall promptly but in any event not fewer than five (5) Business Days thereafter initiate the procedure set forth herein for a Non-Standard Determination of the Borrowing Base. Notwithstanding that its Applicable Rating Level is Level I and the Borrower has elected to not have availability under this Agreement governed by a Borrowing Base, the Borrower shall have the right to elect to have availability under this Agreement governed by a Borrowing Base from the date of such election to the date of the next scheduled redetermination date for such Borrowing Base by providing written notice of its election to the Administrative Agent on or before the 45th day preceding the date scheduled for the delivery of the Reserve Report applicable to the next scheduled redetermination date. Any such election shall (i) be irrevocable for such period of time, but may be changed for subsequent periods by the delivery of an additional written notice to the Administrative Agent on or before the 45th day preceding the date scheduled for the delivery of the Reserve Report applicable to the next scheduled redetermination date following such period, and (ii) automatically continue for subsequent six-month periods until such time as the Borrower elects to not have availability under this Agreement governed by a Borrowing Base in accordance with clause (i) of this sentence. (a) Upon each delivery of a Reserve Report or Alternate Reserve Report pursuant to Section 7.1 on or before the respective dates required thereby, then with respect to the annual or semi-annual, as the case may be, determination of the Borrowing Base, the Administrative Agent will propose to the Lenders a Borrowing Base for acceptance by the Required Borrowing Base Lenders. If such Borrowing Base, as proposed by the Administrative Agent is accepted by the Required Borrowing Base Lenders, then such agreed Borrowing Base shall be communicated by the Administrative Agent to the Borrower on or before (i) the next May 1st, in the case of a Reserve Report and (ii) the next November 1st, in the case of an Alternate Reserve Report, and shall remain in effect until the next November 1st or May 1st; provided that if such proposed Borrowing Base is not approved by the Required Borrowing Base Lenders prior to the applicable date then, within 30 days following the applicable date, the Required Borrowing Base Lenders will establish and agree to a Borrowing Base established using criteria agreed upon by the Required Borrowing Base Lenders, and such amount will be promptly communicated to the Borrower; provided that the then current Borrowing Base shall remain in effect until the Borrower is notified of the new Borrowing Base. Any Lender that shall fail to reject the proposed Borrowing Base with fifteen (15) days of its receipt of the proposed Borrowing Base shall be deemed to have approved the proposed amount of such Borrowing Base. The new Borrowing Base shall become effective as of the date that the Borrower receives notification from the Administrative Agent of the new Borrowing Base. The Borrowing Base, as determined and established pursuant to this Section 2.8(a) shall be subject, at all times, to the redetermination of the then effective Borrowing Base as a result of a Non-Standard Determination. (b) With respect to a Non-Standard Determination of the Borrowing Base, (i) the Administrative Agent or the Required Lenders shall have the right, but not the obligation, at any time to notify the Borrower of their intent to perform a Non-Standard Determination of the Borrowing Base and (ii) the Borrower shall have the right to request a Non-Standard Determination by sending a written request to the Administrative Agent for the performance of a Non-Standard Determination of the Borrowing Base. In connection with any Non-Standard Determination and notwithstanding the delivery of any new Alternate Reserve Report, the Administrative Agent shall propose, and the Required Borrowing Base Lenders shall agree to and approve, a new Borrowing Base which shall become effective upon receipt by the Borrower of notice of such new Borrowing Base until such new Borrowing Base may be redetermined as a result of a scheduled semi-annual determination of the Borrowing Base pursuant to Section 2.8(a). In connection with any Non-Standard Determination, the Borrower shall deliver promptly upon the request of the Administrative Agent a new Alternate Reserve Report to the Administrative Agent; provided that such Alternate Reserve Report, whether or not delivered, shall not preclude or impact the making of such Non-Standard Determination of the Borrowing Base by the Administrative Agent or the approval of such Borrowing Base by the Required Borrowing Base Lenders.this

Determination of Borrowing Base. (a) Upon each delivery of a Reserve Report or Alternate Reserve Report pursuant to Section 7.1 7.2 hereof and provided, that such delivery shall be on or before the respective dates required therebytherein, then with respect to the annual or semi-annual, as the case may be, determination of the Borrowing Base, the Administrative Agent will propose to the Lenders a Borrowing Base for acceptance by the Required Borrowing Base Lenders. If such Borrowing Base, as proposed by the Administrative Agent is accepted by the Required Borrowing Base Lenders, then such agreed Borrowing Base shall be communicated by the Administrative Agent to the Borrower on or before (i) the next May 1stApril 30th, in the case of a Reserve Report and (ii) the next November 1stOctober 31st, in the case of an Alternate Reserve Report, and shall remain in effect until the next November 1st October 31st or May 1stApril 30th; provided that if such proposed Borrowing Base is not approved by the Required Borrowing Base Lenders prior to the applicable date then, within 30 thirty (30) days following the applicable date, the Required Borrowing Base Lenders will establish and agree to a Borrowing Base established using criteria agreed upon by the Required Borrowing Base LendersBase, and such amount will be promptly communicated to the Borrower; provided that the then current Borrowing Base shall remain in effect until the Borrower is notified of the new Borrowing Base. The new Borrowing Base shall become effective as of the date that the Borrower receives notification from the Administrative Agent of the new Borrowing Base. The Borrowing Base, as determined and established pursuant to this Section 2.8(a2.6(a) shall be subject, at all times, to the redetermination of the then effective Borrowing Base as a result of a Non-Standard Determination. (b) With respect to a Non-Standard Determination of the Borrowing Base, (i) the Administrative Agent or the Required Lenders shall have the right, but not the obligation, at any time to notify the Borrower of their intent to perform a Non-Standard Determination of the Borrowing Base and (ii) the Borrower shall have the right to request a Non-Standard Determination by sending a written request to the Administrative Agent for the performance of a Non-Standard Determination of the Borrowing Base. In connection with any Non-Standard Determination and notwithstanding the delivery of any new Alternate Reserve Report, the Administrative Agent shall propose, and the Required Borrowing Base Lenders shall agree to and approve, a new Borrowing Base which shall become effective upon receipt by the Borrower of notice of such new Borrowing Base until such new Borrowing Base may be redetermined as a result of a scheduled semi-annual determination of the Borrowing Base pursuant to Section 2.8(a2.6(a). In connection with any Non-Standard Determination, the Borrower shall deliver promptly upon the request of the Administrative Agent a new Alternate Reserve Report to the Administrative Agent; provided that such Alternate Reserve Report, whether or not delivered, shall not preclude or in no way impact the making of such Non-Standard Determination of the Borrowing Base by the Administrative Agent or the approval of such Borrowing Base by the Required Borrowing Base Lenders." (d) Subsection 8.3(k) of the Credit Agreement is amended hereby by inserting the following prior to the semicolon at the end thereof: "and deposit arrangements constituting Liens providing for payments under the bareboat charter and operating agreement relating to the "Tantawan Explorer". (e) Subsection 8.4(a) of the Credit Agreement is amended hereby in its entirety to the following: (a) the Indebtedness of the Borrower and its Subsidiaries, less current liabilities (except for current maturities of long-term Indebtedness), Non-Recourse Indebtedness, deferred taxes, deferred credits and, to the extent the same constitutes Indebtedness, Thaipo Limited's Guarantee and assumption of Tantawan Services, LLC's obligations under the bareboat charter and operating agreement relating to the FPSO "Tantawan Explorer", to exceed $500,000,000 on a consolidated basis;". (f) Subsection 8.5(l) of the Credit Agreement is amended hereby in its entirety to the following:

Determination of Borrowing Base. Based in part on the Reserve Reports and Related Asset Reports delivered pursuant to SECTION 4.1 (aand in the case of the Scheduled Determination scheduled to occur on or around May 1, 1997 based on the Current Reserve Report), Administrative Agent shall, not later than ten (10) Upon days prior to each delivery Determination Date commencing with the Determination Date falling on May 1, 1997, submit a proposed Borrowing Base to become effective on such Determination Date to Banks for their approval. In the event Required Banks, or all Banks in the event of a Reserve Report or Alternate Reserve Report pursuant to Section 7.1 on or before the respective dates required thereby, then with respect to the annual or semi-annual, as the case may be, determination of proposed increase in the Borrowing Base, the fail to promptly approve such proposed Borrowing Base, Administrative Agent will shall propose one or more alternative Borrowing Bases to Banks and shall consult with Banks regarding the Lenders proposed Borrowing Base until such time as Required Banks, or all Banks in the event of a proposed increase in the Borrowing Base, approve a Borrowing Base for acceptance and proposed by Administrative Agent. Promptly upon the approval by Required Banks, or all Banks in the event of a proposed increase in the Borrowing Base Lendersto become effective on a Determination Date, Administrative Agent shall provide written notice of the amount of such Borrowing Base to Borrower. If such In the event Administrative Agent and Required Banks, or all Banks in the event of a proposed increase in the Borrowing Base, fail to approve a Borrowing Base (and notify Borrower of the amount thereof) on or prior to any applicable Determination Date, the Borrowing Base in effect prior to such Determination Date shall remain in effect thereafter until such time as proposed by the Administrative Agent is accepted by and Required Banks, or all Banks in the Required event of a proposed increase in the Borrowing Base, approve such Borrowing Base Lenders, then such agreed (which shall each become effective immediately upon notice to Borrower from Administrative Agent setting forth the amounts thereof). Any determination of a proposed Borrowing Base by Administrative Agent and any decision by Banks regarding the approval or disapproval of any Borrowing Base shall be communicated made by Administrative Agent and Banks in their sole discretion in accordance with their respective standards for oil and gas loans, which may vary between Administrative Agent and Banks and from Bank to Bank. Without limiting the right of Administrative Agent to propose the Borrower on amount of any Borrowing Base or before (i) the next May 1st, in the case right of a Reserve Report and (ii) the next November 1st, in the case of an Alternate Reserve Report, and shall remain in effect until the next November 1st Banks to approve or May 1st; provided that if disapprove such proposed Borrowing Base is not approved by the Required Borrowing Base Lenders prior in their sole discretion, Borrower acknowledges and agrees that subject to the applicable date thenAdministrative Agent's and Banks' consistent application of their respective standards for similar loans, within 30 days following the applicable date, the Required Borrowing Base Lenders will establish and agree to a Borrowing Base established using criteria agreed upon by the Required Borrowing Base Lenders, and such amount will be promptly communicated to the Borrower; provided that the then current Borrowing Base shall remain in effect until the Borrower is notified of the new Borrowing Base. The new Borrowing Base shall become effective as of the date that the Borrower receives notification from the Administrative Agent of the new Borrowing Base. The Borrowing Base, as determined and established pursuant to this Section 2.8(a) shall be subject, at all times, to the redetermination of the then effective Borrowing Base as a result of a Non-Standard Determination. (b) With respect to a Non-Standard Determination of the Borrowing Base, Banks (i) the Administrative Agent or the Required Lenders shall have the rightmay make such assumptions regarding appropriate existing and projected pricing for hydrocarbons as they deem appropriate in their sole discretion, but not the obligation, at any time to notify the Borrower of their intent to perform a Non-Standard Determination of the Borrowing Base and (ii) may make such assumptions regarding projected rates and quantities of future production of hydrocarbons from oil and gas properties and Related Assets owned by Borrower and its Restricted Subsidiaries as they deem appropriate in their sole discretion, (iii) may consider the projected cash requirements of Borrower shall have and its Subsidiaries, including, without limitation, obligations under the right Preferred Stock, obligations under the Subordinate Notes, and debt service and lease obligations of Borrower and its Subsidiaries, further including, without limitation, the full amount Borrower may be required to request a Non-Standard Determination by sending a written request to the Administrative Agent for the performance of a Non-Standard Determination of the Borrowing Base. In pay in connection with any Non-Standard Determination redemption or repurchase of the Subordinate Notes, (iv) will not consider any asset other than oil and notwithstanding the delivery of gas reserves and Related Assets, (v) will not consider any new Alternate Reserve Report, the Administrative Agent shall proposeasset owned by an entity other than Borrower and its Restricted 1/230128.7 Subsidiaries, and (vi) may make such other assumptions, considerations and exclusions as each Bank deems appropriate in the Required Borrowing Base Lenders shall agree to and approve, a new Borrowing Base which shall become effective upon receipt by the Borrower exercise of notice of such new Borrowing Base until such new Borrowing Base may be redetermined as a result of a scheduled semi-annual determination of the Borrowing Base pursuant to Section 2.8(a). In connection with any Non-Standard Determination, the Borrower shall deliver promptly upon the request of the Administrative Agent a new Alternate Reserve Report to the Administrative Agent; provided that such Alternate Reserve Report, whether or not delivered, shall not preclude or impact the making of such Non-Standard Determination of the Borrowing Base by the Administrative Agent or the approval of such Borrowing Base by the Required Borrowing Base Lendersits sole discretion.