Common use of Documents to be Delivered Clause in Contracts

Documents to be Delivered. Lender has no obligation to make its first Loan or to issue the first Letter of Credit, unless Lender shall have received all of the following, duly executed and delivered (as appropriate) and in form, substance and date satisfactory to Lender: (a) This Agreement and any other documents that Lender is to execute in connection herewith. (b) The Note. (c) Each Security Document described in the Security Schedule. (d) The Intercreditor Agreement. (e) Certain certificates of Borrower including: (i) A Certificate of a Responsible Officer of Borrower, which shall contain the names and signatures of the officers of Borrower authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Board of Directors of Borrower and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents of Borrower and all amendments thereto, certified by the appropriate official of Borrower’s state of organization, and (3) a copy of any bylaws of Borrower; (ii) A “Compliance Certificate” of a Responsible Officer of Borrower, of even date with such Loan or such Letter of Credit, in which such Responsible Officer certifies to the satisfaction of the conditions set out in subsections (a), (b), (c) and (e) of Section 4.2; (iii) A “Perfection Certificate” in the form of Exhibit F; and (iv) A Borrowing Base Certificate. (f) Certificate (or certificates) of the due formation, valid existence and good standing of Borrower in its state of organization, issued by the appropriate authorities of such jurisdiction, and certificates of Borrower’s good standing and due qualification to do business, issued by appropriate officials in any states in which Borrower owns property subject to Security Documents. (g) Documents similar to those specified in subsections (e)(i) and (f) of this section with respect to each Guarantor and the execution by it of its guaranty of Borrower’s Obligations. (h) A favorable opinion of Xxxxxxxx PC, Parent’s, Borrowers’ and Guarantors’ counsel. (i) The Initial Financial Statements. (j) A certificate by a Responsible Officer of Borrower, certifying the Initial Financial Statements delivered pursuant to clause (i) above are correct and complete in all material respects as of the date hereof. (k) Certificates or binders evidencing Restricted Persons’ insurance in effect on the date hereof. (l) A certificate by a Responsible Officer of parent certifying that the Senior Secured Notes Offering has occurred. (m) Payment of all commitment, facility, agency and other fees required to be paid to Lender pursuant to any Loan Documents or any commitment agreement heretofore entered into. (n) Borrower shall have delivered to Lender a certificate certifying that the documents attached thereto are true and correct copies of all material agreements then existing between a Restricted Person and another Restricted Person or between a Restricted Person and any Affiliate of any Restricted Person, including all waivers, supplements or amendments thereto, in each case, in the form existing on the Closing Date, and the terms thereof shall be reasonably satisfactory to Lender in form and substance. (o) Borrower shall have paid all fees required to be paid on or before the Closing Date to Lender pursuant to any Loan Document or any commitment agreement heretofore entered into. (p) All documents and instruments which Lender has then reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date.

Documents to be Delivered. No Lender has any obligation to ------------------------- make its first Loan, and LC Issuer has no obligation to make its first Loan or to issue the first Letter of Credit, unless Lender Agent shall have received all of the following, at Agent's office in Dallas, Texas, duly executed and delivered (as appropriate) and in form, substance and date satisfactory to LenderAgent: (a) This Agreement and any other documents that Lender is Lenders are to execute in connection herewith. (b) The Each Note. (c) Each Security Document described listed in the Security Schedule. (d) The Intercreditor Agreement. (e) Certain certificates of Borrower including: (i) A Certificate An "Omnibus Certificate" of a Responsible Officer the Secretary and of the Chairman of the Board or President of Borrower, which shall contain the names and signatures of the officers of Borrower authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Board of Directors of Borrower and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents of Borrower and all amendments thereto, certified by the appropriate official of Borrower’s 's state of organization, and (3) a copy of any bylaws of Borrower;; and (ii) A “"Compliance Certificate” " of a Responsible Officer the Chairman of the Board or President and of the chief financial officer of Borrower, of even date with such Loan or such Letter of Credit, in which such Responsible Officer certifies officers certify to the satisfaction of the conditions set out in subsections (a), (b), (c) and (ed) of Section 4.2; (iii) A “Perfection Certificate” in the form of Exhibit F; and (iv) A Borrowing Base Certificate. (fe) Certificate (or certificates) of the due formation, valid existence and good standing of Borrower in its state of organization, issued by the appropriate authorities of such jurisdiction, and certificates of Borrower’s 's good standing and due qualification to do business, issued by appropriate officials in any states in which Borrower owns property subject to Security Documents. (gf) Documents similar to those specified in subsections (e)(id)(i) and (fe) of this section with respect to each Guarantor and the execution by it of its guaranty of Borrower’s 's Obligations. (hg) A favorable opinion of Xxxxxxxx PCXxxxxxx Xxxxxxxx, Parent’sgeneral counsel of Borrower, Borrowers’ and Guarantors’ counsel.substantially in the form set forth in Exhibit E. (ih) The Initial Financial Statements. (j) A certificate by a Responsible Officer of Borrower, certifying the Initial Financial Statements delivered pursuant to clause (i) above are correct and complete in all material respects as of the date hereof. (k) Certificates or binders evidencing Restricted Persons’ ' insurance in effect on the date hereof. (lj) A certificate by a Responsible Officer of parent certifying that the Senior Secured Notes Offering has occurredThe Initial Engineering Report. (mk) Title opinions in form, substance and authorship satisfactory to Agent, concerning the properties listed on Part A of Schedule 4. (l) Payment of all commitment, facility, agency agency, legal and other fees required to be paid to or on behalf of Agent or any Lender pursuant to any Loan Documents or any commitment agreement heretofore entered into. (n) Borrower shall have delivered to Lender a certificate certifying that the documents attached thereto are true and correct copies of all material agreements then existing between a Restricted Person and another Restricted Person or between a Restricted Person and any Affiliate of any Restricted Person, including all waivers, supplements or amendments thereto, in each case, in the form existing on the Closing Date, and the terms thereof shall be reasonably satisfactory to Lender in form and substance. (o) Borrower shall have paid all fees required to be paid on or before the Closing Date to Lender pursuant to any Loan Document or any commitment agreement heretofore entered into. (p) All documents and instruments which Lender has then reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date.

Documents to be Delivered. No Lender has no any obligation to make its first Loan or Advance, and Issuing Bank has no obligation to issue the first Letter of Credit, unless Lender Administrative Agent shall have received all of the following, following duly executed and delivered (as appropriate) in multiple counterparts for each Lender and in form, substance and date satisfactory to LenderAdministrative Agent: (a) This Agreement and any other documents that Lender is Lenders are to execute in connection herewith. (b) The Each Note. (c) Each Security Document described in the Security Schedule. (d) The Intercreditor Agreement. (e) Certain following certificates of Borrower includingBorrower: (i) A Certificate An "Omnibus Certificate" of a Responsible Officer the Secretary or Assistant Secretary of Borrower, as applicable, which shall contain the names and signatures of the officers of Borrower authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Board of Directors members of Borrower and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents Limited Liability Company Agreement of Borrower and all amendments thereto, certified by the appropriate official Secretary of Borrower’s state State of organizationDelaware, and (3) a copy of any bylaws the regulations of Borrower;; and (ii) A “"Compliance Certificate” " of a Responsible the Chief Financial Officer of Borrower, the Borrower of even date with such Loan or such Letter of Credit, Advance in which such Responsible Officer officer certifies to the satisfaction of the conditions set out in subsections (a), (b), (c) and (ec) of Section 4.2; (iii) A “Perfection Certificate” in the form of Exhibit F; and (iv) A Borrowing Base Certificate. (fd) Certificate A certificate (or certificates) of the due formation, valid existence and good standing of Borrower in its state of organization, issued by the appropriate authorities of such jurisdiction. (e) A favorable opinion of Xxxxxx & Xxxxxx, L.L.P., counsel for the Related Persons, substantially in the form set forth in Exhibit F. (f) An amendment to each Pledge Agreement, dated as of the date hereof, duly executed by each of Spinnaker Exploration Company and WP Spinnaker Holdings, Inc., a Delaware corporation, together with the certificates, if any, evidencing the membership or other interests pledged pursuant to the Pledge Agreement, which certificates shall in each case be accompanied by undated powers of Borrower’s good standing attorney duly executed in blank, or, if any securities pledged pursuant to a Pledge Agreement are uncertificated securities, confirmation and due qualification evidence satisfactory to do businessAdministrative Agent that the security interest in such uncertificated securities has been transferred to and perfected by Administrative Agent in accordance with the Uniform Commercial Code, issued by appropriate officials as in any states effect in which Borrower owns property subject to Security Documentsthe State of Texas. (g) Documents similar to those specified in subsections (e)(i) An amendment and (f) restatement of this section each Guaranty, dated as of the date hereof, duly executed by Spinnaker Exploration Company and WP Spinnaker Holdings, Inc., a Delaware corporation, together with respect to resolutions duly adopted by the Board of Directors of each such Guarantor and in full force and effect at the time this Agreement is entered into, authorizing execution by it of its guaranty each such Guaranty and such favorable opinions of Borrower’s Obligationscounsel as Administrative Agent shall request. (h) A favorable The Administrative Agent shall have received an amendment to the Mortgage duly executed and delivered by the Borrower in form and substance satisfactory to the Administrative Agent for the prompt completion of all recording and filing of the Security Documents as may be necessary or, in the reasonable opinion of Xxxxxxxx PCthe Administrative Agent, Parent’sdesirable to create or continue, Borrowers’ as appropriate, a valid perfected first Lien against the Collateral covered by the Mortgage, together with executed copies of proper Uniform Commercial Code Form UCC-1 and Guarantors’ counselUCC-3 statements, necessary or in the opinion of the Administrative Agent, desirable, to create in the Administrative Agent for the benefit of the Administrative Agent, the Issuer and the Lenders all Liens and other rights of any Person as a valid, perfected first priority Lien in the Collateral described in the Mortgage. (i) The Initial Financial Statements.[Reserved] (j) A certificate by a Responsible Officer Each Security Document listed in the Security Schedule, or an amendment thereto or an amendment and restatement thereto, together with the delivery of Borrowersuch certificate, certifying the Initial Financial Statements stock powers and instruments required to be delivered pursuant to clause (i) above are correct and complete in all material respects as of the date hereofSecurity Documents. (k) Certificates or binders evidencing Restricted Persons’ insurance in effect on the date hereof. (l) A certificate by a Responsible Officer of parent certifying that the Senior Secured Notes Offering has occurred. (m) Payment of all commitment, facility, agency and other fees required to be paid to Lender pursuant to any Loan Documents or any commitment agreement heretofore entered into. (n) Borrower shall have delivered to Lender a certificate certifying that the documents attached thereto are true and correct copies of all material agreements then existing between a Restricted Person and another Restricted Person or between a Restricted Person and any Affiliate of any Restricted Person, including all waivers, supplements or amendments thereto, in each case, in the form existing on the Closing Date, and the terms thereof shall be reasonably satisfactory to Lender in form and substance. (o) Borrower shall have paid all fees required to be paid on or before the Closing Date to Lender pursuant to any Loan Document or any commitment agreement heretofore entered into. (p) All documents and instruments which Lender has then reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date.

Documents to be Delivered. No Lender has no any obligation to make its first Loan or Loan, and LC Issuer has no obligation to issue the first Letter of Credit, Credit unless Lender Administrative Agent shall have received all of the following, at Administrative Agent's office in New York, New York, duly executed and delivered (as appropriate) and in form, substance and date satisfactory to LenderAdministrative Agent: (a) This Agreement and any other documents that Lender is Lenders are to execute in connection herewith. (b) The Each Note. (c) Each Security Document described listed in the Security Schedule. (d) The Intercreditor Agreement. (e) Certain certificates of Borrower including: (i) A Certificate An "Omnibus Certificate" of a Responsible Officer the secretary and of Borrowerthe president of General Partner, which shall contain the names and signatures of the officers of Borrower each Restricted Person authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Board of Directors of Borrower General Partner and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents of Borrower each Restricted Person and all amendments thereto, certified by the appropriate official of Borrower’s such Restricted Person's state of organization, and (3) a copy of any bylaws or agreement of Borrower;limited partnership of each Restricted Person; and (ii) A “Compliance Certificate” certificate of a Responsible Officer the president and of Borrowerthe chief financial officer of General Partner, of even date with such Loan or such Letter of Credit, in which such Responsible Officer certifies to the regarding satisfaction of the conditions set out in subsections (a), (b), (c) and Section 4.2. (e) of Section 4.2; (iii) A “Perfection Certificate” in the form of Exhibit F; and (iv) A Borrowing Base Certificate. (f) Certificate certificate (or certificates) of the due formation, valid existence and good standing of Borrower each Restricted Person in its respective state of organization, issued by the appropriate authorities of such jurisdiction, and certificates of Borrower’s each Restricted Person's good standing and due qualification to do business, issued by appropriate officials in any states in which Borrower such Restricted Person owns property subject to Security Documents. (gf) Documents similar to those specified in subsections (e)(id)(i) and (fe) of this section with respect to each Guarantor and the execution by it of its guaranty of Borrower’s 's Obligations. (hg) A favorable opinion of Xxxxxxx Xxxxxxxxx, Esq., General Counsel for Restricted Persons, substantially in the form set forth in Exhibit E-1, Fulbright & Xxxxxxxx PCL.L.P., Parent’sspecial Texas and New York counsel to Restricted Persons, Borrowers’ substantially in the form set forth in Exhibit E-2, and Guarantors’ counselXxxxxxx & Xxxxx, special counsel to Restricted Persons, substantially in the form of Exhibit E-3. (ih) The Initial Financial Statements. (j) A certificate by a Responsible Officer of Borrower, certifying the Initial Financial Statements delivered pursuant to clause (i) above are correct and complete in all material respects as of the date hereof. (k) Certificates or binders evidencing Restricted Persons’ ' insurance in effect on the date hereof. (lj) Copies of such permits and approvals regarding the property and business of Restricted Persons as Administrative Agent may request. (k) A certificate signed by a Responsible Officer the chief executive officer of parent General Partner in form and detail acceptable to Administrative Agent confirming the insurance that is in effect as of the date hereof and certifying that such insurance is customary for the Senior Secured Notes Offering has occurredbusinesses conducted by Restricted Persons and is in compliance with the requirements of this Agreement. (ml) Payment of all commitment, facility, agency and other fees required to be paid to any Lender pursuant to any Loan Documents or any commitment agreement heretofore entered into. (nm) Borrower shall have delivered The Intercreditor Agreement with the lenders party to Lender a certificate certifying that the documents attached thereto are true and correct copies of all material agreements then existing between a Restricted Person and another Restricted Person or between a Restricted Person and any Affiliate of any Restricted Person, including all waivers, supplements or amendments thereto, in each case, Operating Credit Agreement in the form existing on the Closing Date, and the terms thereof shall be reasonably satisfactory to Lender in form and substanceof Exhibit I hereto. (o) Borrower shall have paid all fees required to be paid on or before the Closing Date to Lender pursuant to any Loan Document or any commitment agreement heretofore entered into. (p) All documents and instruments which Lender has then reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date.

Documents to be Delivered. No Lender has no any obligation to make its first Loan or Loan, and LC Issuer has no obligation to issue the first Letter of Credit, unless Lender Agent shall have received all of the following, at Agent's office in Dallas, Texas, duly executed and delivered (as appropriate) and in form, substance and date satisfactory to LenderAgent: (a) This Agreement and any other documents that Lender is Lenders are to execute in connection herewith. (b) The Each Note. (c) A Guaranty of Parent, substantially in the form attached hereto as Exhibit I. (d) Each Security Document described listed in the Security Schedule. (d) The Intercreditor Agreement. (e) Certain certificates of Borrower including: (i) A Certificate An "Omnibus Certificate" of a Responsible Officer the Secretary or Assistant Secretary and of the Chairman of the Board or President or chief financial officer of Borrower, which shall contain the names and signatures of the officers of Borrower authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Board of Directors of Borrower and in full force and effect at the time this Agreement the first Loan is entered intomade or the first Letter of Credit is issued hereunder, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents of Borrower and all amendments thereto, certified file stamped by the appropriate official of Borrower’s 's state of organization, and (3) a copy of any bylaws of Borrower;, and (4) any other documents pertaining to the merger of EPGC Merger Sub Corporation into Borrower; and (ii) A “"Compliance Certificate” " of a Responsible Officer the chief financial officer of Borrower, of even date with such Loan or such Letter of Credit, in which such Responsible Officer officer certifies to the satisfaction of the conditions set out in subsections (a), (b), (c) and (ed) of Section 4.2; (iii) A “Perfection Certificate” in the form of Exhibit F; and (iv) A Borrowing Base Certificate4.3. (f) Certificate (or certificates) of the due formation, valid existence and good standing of Borrower in its state of organization, issued by the appropriate authorities of such jurisdiction, and certificates of Borrower’s 's good standing and due qualification to do business, issued by appropriate officials in any states in which Borrower owns property subject to Security Documents. (g) Documents similar to those specified in subsections (e)(i) and (f) of this section with respect to each Guarantor Parent and the execution by it of its guaranty of Borrower’s 's Obligations. (h) A favorable opinion of Xxxxxxxx PCDavix Xxxxxx, Parent’sXxq., Borrowers’ and Guarantors’ counselcounsel for Restricted Persons in connection with this Agreement, substantially in the form set forth in Exhibit G-1. (i) The Initial Financial StatementsA favorable opinion of Akin, Gump, Strauss, Hauex & Xeld, X.L.P., counsel for Restricted Persons in connection with the Equitable Acquisition, substantially in the form set forth in Exhibit G-2. (j) A certificate by a Responsible Officer of Borrower, certifying the Initial Financial Statements delivered pursuant to clause (i) above are correct and complete in all material respects as of the date hereof. (k) Certificates or binders evidencing Restricted Persons’ ' insurance in effect on the date hereof. (k) The Initial Engineering Report, satisfactory to Agent in its sole discretion. (l) A certificate by a Responsible Officer Environmental assessments of parent certifying that the Senior Secured Notes Offering has occurredmaterial properties of Parent constituting Collateral, in scope and results acceptable to Agent. (m) Title opinions, title reports, or other title information in form, substance and authorship satisfactory to Agent, concerning the properties of Borrower and Parent listed on Schedule 5. (n) Payment of all commitment, facility, agency and other fees required to be paid to any Lender pursuant to any Loan Documents or any commitment agreement heretofore entered into. (n) Borrower shall have delivered to Lender a certificate certifying that the documents attached thereto are true and correct copies of all material agreements then existing between a Restricted Person and another Restricted Person or between a Restricted Person and any Affiliate of any Restricted Person, including all waivers, supplements or amendments thereto, in each case, in the form existing on the Closing Date, and the terms thereof shall be reasonably satisfactory to Lender in form and substance. (o) Borrower shall have paid all fees required to be paid on or before the Closing Date to Lender pursuant to any Loan Document or any commitment agreement heretofore entered intoA copy of each Acquisition Document, duly executed and delivered by each party thereto. (p) All documents and instruments which Lender has then reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date.

Documents to be Delivered. Lender has no obligation to make its first Loan or to issue the first Letter of Credit, unless Lender Each Purchaser shall have received all of the following, duly executed and delivered (as appropriate) and in form, substance and date satisfactory to Lenderdelivered: (a) This Agreement and any other documents that Lender is The Notes to execute in connection herewithbe purchased by such Purchaser. (b) The NoteWarrants to be purchased by such Purchaser. (c) Each Security Document described The Registration Rights Agreement in substantially the Security Scheduleform set forth as Exhibit F hereto. (d) The Intercreditor AgreementSecurity Documents in substantially the forms set forth as Exhibits C-1 and C-2 hereto. (e) Certain certificates Arrangements reasonably satisfactory to the Purchasers shall have been made for all recordings and filings of, or with respect to, the Security Agreement, including filings with the United States Patent and Trademark and Copyright offices, and delivery of Borrower such other security and other documents including:, without limitation, consents of counterparties, and the taking of all actions as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect the Lien created, or purported to be created, by the Security Agreement. (if) A Certificate certificate of a Responsible Officer the Secretary of Borrowerthe Company dated the Date of Closing, which shall contain certifying the names incumbency and signatures authority of the officers or authorized signatories of Borrower authorized to execute Loan the Company who executed the Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1i) a copy of resolutions duly adopted by the Board of Directors of Borrower and the Company, in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, as applicable, (2ii) a copy of the charter documents certificate of Borrower incorporation of the Company, and all amendments thereto, certified by the an appropriate official of Borrower’s state the Company's jurisdiction of organizationincorporation, and (3iii) a copy of any bylaws the By-laws of Borrower;the Company. (iig) Certificates, dated as of a recent date, as to the valid existence and good standing of the Company and each of its Subsidiaries in its jurisdiction of formation, issued by the appropriate authorities of such jurisdiction. (h) A “Compliance Certificate” certificate executed by the principal executive officer of a Responsible Officer the Company, dated the Date of Borrower, of even date with such Loan or such Letter of CreditClosing, in which such Responsible Officer officer certifies to the satisfaction of that the conditions set out forth in subsections (a), (b), and (c) and (eof Paragraph 3A(iii) of Section 4.2;have been satisfied. (iiii) A “Perfection Certificate” The opinion of Xxxxxx & Xxxxxxx, counsel to the Company, dated the Date of Closing and substantially in the form of set forth as Exhibit F; and (iv) A Borrowing Base CertificateD hereto, subject only to such qualifications, limitations or exceptions as may be acceptable to each Purchaser. (fj) Certificate The opinion of Xxxxxx Xxxxxx & Xxxxxxx, the Purchasers' special counsel, dated the Date of Closing and substantially in the form set forth as Exhibit E hereto, subject only to such qualifications, limitations or exceptions as may be acceptable to each Purchaser. (or certificatesk) Certificates, dated as of a recent date, of the due formation, valid existence Company's and good standing of Borrower in its state of organization, issued by the appropriate authorities of such jurisdiction, and certificates of Borrower’s Subsidiaries' good standing and due qualification to do business, issued by appropriate officials in any states in which Borrower owns property subject to Security Documentseach jurisdiction listed on Schedule 3A(i)(k). (g) Documents similar to those specified in subsections (e)(i) and (f) of this section with respect to each Guarantor and the execution by it of its guaranty of Borrower’s Obligations. (h) A favorable opinion of Xxxxxxxx PC, Parent’s, Borrowers’ and Guarantors’ counsel. (i) The Initial Financial Statements. (j) A certificate by a Responsible Officer of Borrower, certifying the Initial Financial Statements delivered pursuant to clause (i) above are correct and complete in all material respects as of the date hereof. (k) Certificates or binders evidencing Restricted Persons’ insurance in effect on the date hereof. (l) A certificate by a Responsible Officer of parent certifying that the Senior Secured Notes Offering has occurred. (m) Payment of all commitment, facility, agency and other fees required to be paid to Lender pursuant to any Loan Documents or any commitment agreement heretofore entered into. (n) Borrower shall have delivered to Lender a certificate certifying that the documents attached thereto are true and correct copies of all material agreements then existing between a Restricted Person and another Restricted Person or between a Restricted Person and any Affiliate of any Restricted Person, including all waivers, supplements or amendments thereto, in each case, in the form existing on the Closing Date, and the terms thereof shall be reasonably satisfactory to Lender in form and substance. (o) Borrower shall have paid all fees required to be paid on or before the Closing Date to Lender pursuant to any Loan Document or any commitment agreement heretofore entered into. (p) All documents and instruments which Lender has then reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date.

Documents to be Delivered. Lender has no obligation to make its first Loan or to issue the first Letter of Credit, unless Lender This Agreement shall not become ------------------------- effective until Agent shall have received all of the following, at Agent's office in New York, New York, duly executed and delivered (as appropriate) and in form, substance and date satisfactory to LenderAgent: (a) This Agreement and any other documents that Lender is Lenders are to execute in connection herewith. (b) The Each Note. (c) Each Security Document described listed in the Security Schedule. (d) The Intercreditor Agreement. (e) Certain certificates of Borrower including: (i) A Certificate An "Omnibus Certificate" of a Responsible Officer the Secretary and of the Chairman of the Board or President of Borrower, which shall contain the names and signatures of the officers of Borrower authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Board of Directors of Borrower and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents of Borrower and all amendments thereto, certified by the appropriate official of Borrower’s 's state of organization, and (3) a copy of any bylaws of Borrower;; and (ii) A “"Compliance Certificate” " of a Responsible Officer the Chairman of the Board or President and of the chief financial officer of Borrower, of even date with such Loan or such Letter of CreditLoan, in which such Responsible Officer certifies officers certify to the satisfaction of the conditions set out in subsections (a), (b), (c) and (ed) of Section 4.2; (iii) A “Perfection Certificate” in the form of Exhibit F; and (iv) A Borrowing Base Certificate4.3. (fe) Certificate A certificate (or certificates) of the due formation, valid existence and good standing of Borrower in its state of organization, issued by the appropriate authorities of such jurisdiction, and certificates of Borrower’s 's good standing and due qualification to do business, issued by appropriate officials in any states in which Borrower owns property subject to Security Documents. (gf) Documents similar to those specified in subsections (e)(id)(i) and (fe) of this section with respect to each Guarantor and the execution by it of its guaranty of Borrower’s Obligationsthe Loan Documents to which it is a party. (hg) (i) A favorable opinion of Xxxxxxxx PCAkin, Parent’sGump, Borrowers’ and Guarantors’ counsel. (i) The Initial Financial Statements. (j) A certificate by a Responsible Officer of BorrowerStrauss, certifying the Initial Financial Statements delivered pursuant to clause (i) above are correct and complete in all material respects as of the date hereof. (k) Certificates or binders evidencing Xxxxx & Xxxx, L.L.P. counsel for Restricted Persons’ insurance in effect on the date hereof. (l) A certificate by a Responsible Officer of parent certifying that the Senior Secured Notes Offering has occurred. (m) Payment of all commitment, facility, agency and other fees required to be paid to Lender pursuant to any Loan Documents or any commitment agreement heretofore entered into. (n) Borrower shall have delivered to Lender a certificate certifying that the documents attached thereto are true and correct copies of all material agreements then existing between a Restricted Person and another Restricted Person or between a Restricted Person and any Affiliate of any Restricted Person, including all waivers, supplements or amendments thereto, in each case, substantially in the form existing on set forth in Exhibit F and (ii) letters of reliance with respect to the Closing Date, opinions of special Washington counsel to Restricted Persons and special Utah counsel to Restricted Persons delivered in connection with the terms thereof shall be reasonably satisfactory to Lender Exchange Documents in form and substancesubstance acceptable to Agent. (o) Borrower shall have paid all fees required to be paid on or before the Closing Date to Lender pursuant to any Loan Document or any commitment agreement heretofore entered into. (p) All documents and instruments which Lender has then reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date.

Documents to be Delivered. No Lender has no any obligation to make its first Loan or Loan, and LC Issuer has not obligation to issue the first Letter of Credit, Credit unless Lender Administrative Agent shall have received all of the following, at Administrative Agent’s office in Dallas, Texas, duly executed and delivered (as appropriate) and in form, substance and date satisfactory to LenderAdministrative Agent: (a) This Agreement and any other documents that Lender is Lenders are to execute in connection herewith. (b) The Each Note. (c) Each Security Document described listed in the Security Schedule. (d) The Intercreditor Agreement. (e) Certain certificates of each Borrower including: (i) A Certificate An “Omnibus Certificate” of a Responsible Officer the Secretary and the Treasurer of such Borrower, which shall contain the names and signatures of the officers of such Borrower authorized to execute Loan Documents on behalf of such Borrower and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Board of Directors of such Borrower and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents of such Borrower and all amendments thereto, certified by the appropriate official of such Borrower’s state of organization, and (3) a copy of any the bylaws of such Borrower;; and (ii) A “Compliance Certificate” of a Responsible Officer the Treasurer of BorrowerBorrowers, of even date with such Loan or such Letter of CreditLoan, in which such Responsible Officer certifies officers certify to the satisfaction of the conditions set out in subsections (a), (b), (c) and (ed) of Section 4.2; (iii) A “Perfection Certificate” in the form of Exhibit F; and (iv) A Borrowing Base Certificate. (fe) Certificate A certificate (or certificates) of the due formation, valid existence and good standing of each Borrower and each Restricted Person in its state their respective states of organization, issued by the appropriate authorities of such jurisdiction, and certificates of each Borrower’s good standing and due qualification to do business, issued by appropriate officials in any states in which such Borrower owns property subject to Security Documents. (gf) Documents similar to those specified in subsections (e)(id)(i) and (fe) of this section with respect to each Guarantor and the execution by it other Restricted Person. (g) A favorable opinion of its guaranty of Borrower’s Obligationscounsel for Restricted Persons. (h) A favorable opinion of Xxxxxxxx PC, Parent’s, Borrowers’ and Guarantors’ counselThe Initial Engineering Report. (i) The Initial Financial StatementsStatement. (j) A certificate by a Responsible Officer of BorrowerAdministrative Agent shall have received title reports and title opinions in form, certifying substance and authorship satisfactory to Administrative Agent with respect to the Initial Financial Statements delivered pursuant to clause Restricted Persons’ oil and gas reserves representing at least eighty percent (i80%) above are correct and complete in all material respects as of the date hereofaggregate Present Value of the Restricted Persons’ Proved Developed Producing Reserves. (k) Certificates or binders evidencing Restricted Persons’ insurance in effect on the date hereof. (l) A certificate Borrowers shall, on terms and with a counterparty satisfactory to Administrative Agent, have entered into Hedging Contracts with the purpose and effect of fixing prices on oil or gas expected to be produced by a Responsible Officer of parent certifying that the Senior Secured Notes Offering has occurredRestricted Persons. (m) Payment of all commitment, facility, agency and other fees required to be paid to any Lender pursuant to any Loan Documents or any commitment agreement heretofore entered into. (n) Borrower shall have delivered to Lender a certificate certifying that the documents attached thereto are true and correct copies of all material agreements then existing between a Restricted Person and another Restricted Person or between a Restricted Person and any Affiliate of any Restricted Person, including all waivers, supplements or amendments thereto, in each case, in the form existing on the Closing Date, and the terms thereof shall be reasonably satisfactory to Lender in form and substance. (o) Borrower shall have paid all fees required to be paid on or before the Closing Date to Lender pursuant to any Loan Document or any commitment agreement heretofore entered into. (p) All documents and instruments which Lender has then reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date.

Documents to be Delivered. No Lender has no any obligation to make its first Loan or Loan, and LC Issuer has no obligation to issue the first Letter of Credit, Credit unless Lender Agent shall have received all of the following, at Agent's office in New York, New York, duly executed and delivered (as appropriate) and in form, substance and date satisfactory to LenderAgent: (a) This Agreement and any other documents that Lender is Lenders are to execute in connection herewith. (b) The Each Note. (c) Each Security Document described listed in the Security Schedule. (d) The Intercreditor Agreement. (e) Certain certificates of Borrower including: (i) A Certificate An "Omnibus Certificate" of a Responsible Officer the Vice President - Operations and the Secretary of Borrower, which shall contain the names and signatures of the officers of Borrower authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Board of Directors of Borrower and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents of Borrower and all amendments thereto, certified by the appropriate official of Borrower’s 's state of organization, and (3) a copy of any bylaws of Borrower;; and (ii) A “"Compliance Certificate” " of a Responsible Officer the Vice President - Operations and the Vice President - Controller of Borrower, of even date with such Loan or such Letter of Credit, in which such Responsible Officer certifies officers certify to the satisfaction of the conditions set out in subsections (a), (b), (c) and (ed) of Section 4.2;4.3. (iii) A “Perfection "Solvency Certificate” " of the Vice President - Controller of Borrower, of even date with such Loan or Letter of Credit, in the form of Exhibit F; and (iv) A Borrowing Base Certificatewhich such officer certifies Borrower's solvency. (fe) Certificate A certificate (or certificates) of the due formation, valid existence and good standing of Borrower in its state of organization, issued by the appropriate authorities of such jurisdiction, and certificates of Borrower’s 's good standing and due qualification to do business, issued by appropriate officials in any states in which Borrower owns property subject to Security Documents. (g) Documents similar to those specified in subsections (e)(i) and (f) of this section with respect to each Guarantor and the execution by it of its guaranty of Borrower’s Obligations. (h) A favorable opinion of Xxxxxxxx PC, Parent’s, Borrowers’ and Guarantors’ counsel. (i) The Initial Financial Statements. (j) A certificate by a Responsible Officer of Borrower, certifying the Initial Financial Statements delivered pursuant to clause (i) above are correct and complete in all material respects as of the date hereof. (k) Certificates or binders evidencing Restricted Persons’ insurance in effect on the date hereof. (l) A certificate by a Responsible Officer of parent certifying that the Senior Secured Notes Offering has occurred. (m) Payment of all commitment, facility, agency and other fees required to be paid to Lender pursuant to any Loan Documents or any commitment agreement heretofore entered into. (n) Borrower shall have delivered to Lender a certificate certifying that the documents attached thereto are true and correct copies of all material agreements then existing between a Restricted Person and another Restricted Person or between a Restricted Person and any Affiliate of any Restricted Person, including all waivers, supplements or amendments thereto, in each case, in the form existing on the Closing Date, and the terms thereof shall be reasonably satisfactory to Lender in form and substance. (o) Borrower shall have paid all fees required to be paid on or before the Closing Date to Lender pursuant to any Loan Document or any commitment agreement heretofore entered into. (p) All documents and instruments which Lender has then reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date.

Documents to be Delivered. No Lender has no any obligation to make its first Loan or Loan, and LC Issuer has no obligation to issue the first Letter of Credit, Credit unless Lender Agent shall have received all of the following, at Agent's office in Dallas, Texas, duly executed and delivered (as appropriate) and in form, substance and date satisfactory to LenderAgent: (a) This Agreement and any other documents that Lender is Lenders are to execute in connection herewith. (b) The Each Note. (c) Each Security Document described in the Security Schedule. (d) The Intercreditor Agreement. (e) Certain certificates of Borrower including: (i) A Certificate An "Omnibus Certificate" of a Responsible Officer the Secretary and of the Chairman of the Board or President of Borrower, which shall contain the names and signatures of the officers of Borrower authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) 1A a copy of resolutions duly adopted by the Board of Directors of Borrower and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) 2A a copy of the charter documents of Borrower and all amendments thereto, certified by the appropriate official of Borrower’s 's state of organization, and (3) 3A a copy of any bylaws of Borrower;; and (ii) A “"Compliance Certificate” " of a Responsible Officer the Chairman of the Board or President and of the chief financial officer of Borrower, of even date with such Loan or such Letter of Credit, in which such Responsible Officer certifies officers certify to the satisfaction of the conditions set out in subsections (a), (b), (c) and (ed) of Section 4.2; (iii) A “Perfection Certificate” in the form of Exhibit F; and (iv) A Borrowing Base Certificate. (fd) Certificate A certificate (or certificates) of the due formation, valid existence and good standing of Borrower in its state of organization, issued by the appropriate authorities of such jurisdiction, and certificates of Borrower’s good standing and due qualification to do business, issued by appropriate officials in any states in which Borrower owns property subject to Security Documents. (g) Documents similar to those specified in subsections (e)(i) and (f) of this section with respect to each Guarantor and the execution by it of its guaranty of Borrower’s Obligations. (he) A favorable opinion of Xxxxxxxx PCCohen Brame & Smith Professional Corporation, Parent’scounsel for Xxxxowex, Borrowers’ and Guarantors’ counsel.xubstaxxxxxly in the form set forth in Exhibit E. (if) The Initial Financial Statements. (j) A certificate by a Responsible Officer of Borrower, certifying the Initial Financial Statements delivered pursuant to clause (i) above are correct and complete in all material respects as of the date hereof. (kg) Certificates or binders evidencing Restricted Persons’ Borrower's insurance in effect on the date hereof. (l) A certificate by a Responsible Officer of parent certifying that the Senior Secured Notes Offering has occurred. (mh) Payment of all commitment, facility, agency and other fees required to be paid to any Lender pursuant to any Loan Documents or any commitment agreement heretofore entered intoand payment of fees and disbursements of Agent's counsel. (n) Borrower shall have delivered to Lender a certificate certifying that the documents attached thereto are true and correct copies of all material agreements then existing between a Restricted Person and another Restricted Person or between a Restricted Person and any Affiliate of any Restricted Person, including all waivers, supplements or amendments thereto, in each case, in the form existing on the Closing Date, and the terms thereof shall be reasonably satisfactory to Lender in form and substance. (o) Borrower shall have paid all fees required to be paid on or before the Closing Date to Lender pursuant to any Loan Document or any commitment agreement heretofore entered into. (p) All documents and instruments which Lender has then reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date.

Documents to be Delivered. Lender has The Banks have no obligation to make its first Loan their initial Loans or to issue Letters of Credit unless the first Letter of Credit, unless Lender Banks shall have received all of the following, duly executed and delivered (as appropriate) and in form, substance and date satisfactory to Lenderthe Banks: (a) This Agreement and any other documents that Lender is to execute in connection herewith.Credit Agreement; (b) The Note.Notes; (c) Each Security Document described in the Security Schedule.The Subsidiary Guaranty; (d) The Intercreditor Agreement.Security Agreement - Intercompany Obligations, together with the Intercompany Notes evidencing the Intercompany Loans duly endorsed to the Agent, and UCC-1 financing statement perfecting the Liens created by the Security Agreement - Intercompany Obligations; (e) Certain certificates An "Omnibus Certificate" of Borrower including: (i) A Certificate the Secretary and of a Responsible the Senior Vice President, Chief Financial Officer and Treasurer of the Borrower, which shall contain the names and signatures of the officers of the Borrower authorized to execute Loan Documents on behalf of the Borrower and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1i) a copy of resolutions duly adopted by the Board of Directors of the Borrower and in full force and effect at the time this Credit Agreement is entered into, authorizing the execution of this Credit Agreement and the other Loan Documents delivered or to be delivered by the Borrower in connection herewith and the consummation of the transactions contemplated herein and therein, (2ii) a copy of the charter documents of the Borrower and all amendments thereto, certified by the appropriate official of the Borrower’s 's state of organization, and (3iii) a copy of any bylaws of the Borrower; (f) An "Omnibus Certificate" of the Secretary and of the Senior Vice President, Chief Financial Officer and Treasurer of Operating, which shall contain the names and signatures of the officers of Operating authorized to execute Loan Documents on behalf of Operating and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (i) a copy of resolutions duly adopted by the Board of Directors of Operating and in full force and effect at the time this Credit Agreement is entered into, authorizing the execution of this Credit Agreement and the other Loan Documents delivered or to be delivered by Operating in connection herewith and the consummation of the transactions contemplated herein and therein, (ii) a copy of the charter documents of Operating and all amendments thereto, certified by the appropriate official of Operating's state of organization, and (iii) a copy of any bylaws of Operating; (g) An "Omnibus Certificate" of the Secretary and of the Vice President, Chief Financial Officer and Treasurer of Offshore, which shall contain the names and signatures of the officers of Offshore authorized to execute Loan Documents on behalf of Offshore and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (i) a copy of resolutions duly adopted by the Board of Directors of Offshore and in full force and effect at the time this Credit Agreement is entered into, authorizing the execution of this Credit Agreement and the other Loan Documents delivered or to be delivered by Offshore in connection herewith and the consummation of the transactions contemplated herein and therein, (ii) a copy of the charter documents of Offshore and all amendments thereto, certified by the appropriate official of Offshore's state of organization, and (iii) a copy of any bylaws of Offshore; (h) with respect to the Borrower, a certificate of existence and good standing from the Secretary of State of the State of Delaware dated no more than fifteen (15) calendar days prior to the Effective Date and certificates of authorization to do business and good standing in the States of Alabama, Louisiana, and Mississippi; (i) with respect to Operating, a certificate of existence and good standing from the Secretary of State of Delaware dated no more than fifteen (15) calendar days prior to the Effective Date and certificates of authorization to do business and good standing in the States of Alabama, Louisiana, and Mississippi; (j) with respect to Offshore, a certificate of existence and good standing from the Secretary of State of Mississippi dated no more than fifteen (15) calendar days prior to the Effective Date and certificates of authorization to do business and good standing in the States of Alabama and Louisiana; (k) A “"Compliance Certificate” " signed by the Senior Vice President, Chief Financial Officer and Treasurer of a Responsible Officer each Loan Party dated as of Borrower, of even date with such Loan or such Letter of Creditthe Borrowing Date, in which such Responsible Officer officer certifies to the satisfaction of the conditions set out in subsections (a), (b), (c) and (e) of Section SECTION 4.2; (iii) A “Perfection Certificate” in the form of Exhibit F; and (iv) A Borrowing Base Certificate. (f) Certificate (or certificates) of the due formation, valid existence and good standing of Borrower in its state of organization, issued by the appropriate authorities of such jurisdiction, and certificates of Borrower’s good standing and due qualification to do business, issued by appropriate officials in any states in which Borrower owns property subject to Security Documents. (g) Documents similar to those specified in subsections (e)(i) and (f) of this section with respect to each Guarantor and the execution by it of its guaranty of Borrower’s Obligations. (hl) A favorable opinion of Xxxxxxxx PCMessrs. Butler & Binion, Parent’scounsel to the Loan Parties, Borrowers’ and Guarantors’ counsel. (i) The Initial Financial Statements. (j) A certificate by a Responsible Officer of Borrower, certifying substantially in the Initial Financial Statements delivered pursuant to clause (i) above are correct and complete in all material respects as of the date hereof. (k) Certificates or binders evidencing Restricted Persons’ insurance in effect on the date hereof. (l) A certificate by a Responsible Officer of parent certifying that the Senior Secured Notes Offering has occurred.foxx xxx foxxx xx EXHIBIT G hereto; (m) Payment A favorable opinion of all commitmentlocal counsel for the Agent (as reasonably acceptable to the Borrower) in Alabama, facility, agency and other fees required to be paid to Lender pursuant to any Loan Documents or any commitment agreement heretofore entered into.substantially in the form of EXHIBIT H; (n) Borrower shall have delivered A favorable opinion of local counsel for the Agent (as reasonably acceptable to Lender a certificate certifying that the documents attached thereto are true and correct copies of all material agreements then existing between a Restricted Person and another Restricted Person or between a Restricted Person and any Affiliate of any Restricted PersonBorrower) in Louisiana, including all waivers, supplements or amendments thereto, in each case, substantially in the form existing of EXHIBIT I; (o) In sufficient executed counterparts for recording purposes when applicable, as security for the Notes, the Subsidiary Guaranty, the Security Agreement - Intercompany Obligations and other Obligations of the Loan Parties under the Loan Documents, the Assignment covering each Mortgage listed in the MORTGAGE SCHEDULE and the Mortgage Amendments covering each Mortgage listed in the MORTGAGE SCHEDULE; (p) Updated title opinions addressed to the Agent on behalf of the Banks that verify the Loan Parties' title as of the Closing Date to the Borrowing Base Properties set forth on SCHEDULE 5.10, free and clear of all Liens other than as permitted under SECTION 7.2 and (ii) reliance letters dated as of the Closing Date, entitling the Banks to rely on the "Title Opinions" covering such Borrowing Base Properties rendered to INCC under the INCC Credit Agreement; (q) The Agent shall have received copies of all environmental assessments with respect to the Loan Parties and their Properties rendered to INCC under the terms thereof INCC Credit Agreement and any supplements thereto or additional assessments in the possession of the Loan Parties; (r) Each of the Banks shall be satisfied that sufficient documentation exists to (i) verify the working interests and net revenue interests of the Loan Parties in the Borrowing Base Properties; (ii) verify the satisfactory compliance of the Loan Parties with Environmental Laws; (iii) verify that Designated Contracts, including the Production Sales Contracts, have been duly executed and delivered which permit the Hydrocarbons to be produced and marketed from the Borrowing Base Properties of the Loan Parties at economic levels consistent with accepted engineering practices; (iv) verify that one or more of the Designated Contracts are gas gathering, treatment, processing and transportation agreements containing terms satisfactory to the Banks; (s) Insurance certificates, in form and substance reasonably satisfactory to Lender in form and substance.the Agent, with respect to all the insurance policies required under SECTION 6.8 hereof including any necessary endorsements to reflect the Agent for the ratable benefit of the Banks as loss payee; (ot) Favorable results of a recent search of the Uniform Commercial Code filings central filings wherein the Borrowing Base Properties are located and/or the principal place of business of each of the Loan Parties are located reflecting the absence of Liens thereof except as permitted pursuant to SECTION 7.2 of this Credit Agreement; (u) The Borrower shall have paid repaid, or shall concurrently repay, the indebtedness described in SECTION 2.3(A); (v) The Agent shall have received payment in full of all fees required to be paid on or before the Closing Date to Lender due and payable pursuant to the provisions of SECTION 2.5(D) hereof; (w) The Agent shall have received each additional document, instrument, or item of information reasonably requested by it, including, without limitation, copies of any debt instruments, security agreements or other material contracts to which any of the Loan Document Parties are a party, and copies of documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and (x) The consummation of the transactions contemplated hereby shall not contravene, violate or conflict with, nor involve the Agent or any commitment agreement heretofore entered into. (p) All documents and instruments which Lender has then reasonably requestedBank in any violation of, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date.any Requirement of Law;

Documents to be Delivered. No Lender has no any obligation to make its first Loan or to issue the first Letter of Creditinitial Loan, unless Lender Agent shall have received all of the following, at Agent's office in Dallas, Texas, duly executed and delivered (as appropriate) and in form, substance and date satisfactory to LenderAgent: (a) This Agreement and any other documents that Lender is Lenders are to execute in connection herewith. (b) The Each Note. (c) Each Security Document described in the Security Schedule. (d) The Intercreditor Agreement. (e) Certain certificates of Borrower including: (i) A Certificate An "Omnibus Certificate" of a Responsible the Secretary or Assistant Secretary and of the Chairman of the Board, President, Chief Financial Officer or Vice President of Administrative Services of Borrower, which shall contain the names and signatures of the officers of Borrower authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Board of Directors of Borrower and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents of Borrower and all amendments thereto, certified by the appropriate official of Borrower’s 's state of organization, and (3) a copy of any bylaws of Borrower;; and (ii) A “"Compliance Certificate” " of a Responsible the Chairman of the Board or President and of the Chief Financial Officer of Borrower, of even date with such Loan or such Letter of CreditLoan, in which such Responsible Officer certifies officers certify to the satisfaction of the conditions set out in subsections (ag), (bh), (c) and (ei) of Section 4.2; (iii) A “Perfection Certificate” in the form of Exhibit F; and (iv) A Borrowing Base Certificate3.2. (fd) Certificate A certificate (or certificates) of the due formation, valid existence and good standing of Borrower in its state the State of organizationUtah, issued by the appropriate authorities official of such jurisdiction, and certificates of Borrower’s good standing and due qualification to do business, issued by appropriate officials in any states in which Borrower owns property subject to Security DocumentsState. (g) Documents similar to those specified in subsections (e)(i) and (f) of this section with respect to each Guarantor and the execution by it of its guaranty of Borrower’s Obligations. (he) A favorable opinion of Xxxxxxxx PCXxxxxx X. Xxxxxxxxx Division, Parent’sCounsel for Restricted Persons, Borrowers’ and Guarantors’ counsel.substantially in the form set forth in Exhibit D. (if) The Initial Financial Statements. (jg) A certificate by a Responsible Officer notice of Borrower, certifying the Initial Financial Statements delivered pursuant request for borrowing in form and substance acceptable to clause (i) above are correct and complete in all material respects as of the date hereofAgent. (k) Certificates or binders evidencing Restricted Persons’ insurance in effect on the date hereof. (lh) A certificate copy of each Acquisition Document executed by a Responsible Officer of parent certifying that the Senior Secured Notes Offering has occurredeach party thereto. (m) Payment of all commitment, facility, agency and other fees required to be paid to Lender pursuant to any Loan Documents or any commitment agreement heretofore entered into. (n) Borrower shall have delivered to Lender a certificate certifying that the documents attached thereto are true and correct copies of all material agreements then existing between a Restricted Person and another Restricted Person or between a Restricted Person and any Affiliate of any Restricted Person, including all waivers, supplements or amendments thereto, in each case, in the form existing on the Closing Date, and the terms thereof shall be reasonably satisfactory to Lender in form and substance. (o) Borrower shall have paid all fees required to be paid on or before the Closing Date to Lender pursuant to any Loan Document or any commitment agreement heretofore entered into. (p) All documents and instruments which Lender has then reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date.

Documents to be Delivered. No Lender has no any obligation to make its first Loan or to issue the first Letter of CreditLoan, unless Lender Agent shall have received all of the following, at Agent's office in Dallas, Texas, duly executed and delivered (as appropriate) and in form, substance and date satisfactory to LenderAgent: (a) This Agreement and any other documents that Lender is Lenders are to execute in connection herewith. (b) The Each Note. (c) Each Security Document described listed in the Security Schedule. (d) The Intercreditor Agreement. (e) Certain certificates of Borrower including: (i) A Certificate An "Omnibus Certificate" of a Responsible Officer the Secretary and of the Chairman of the Board or President of Borrower, which shall contain the names and signatures of the officers of Borrower authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Board of Directors of Borrower and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents of Borrower and all amendments thereto, certified by the appropriate official of Borrower’s 's state of organization, and (3) a copy of any bylaws of Borrower;; and (ii) A “"Compliance Certificate” " of a Responsible Officer the Chairman of the Board or President and of the chief financial officer of Borrower, of even date with such Loan or such Letter of CreditLoan, in which such Responsible Officer certifies officers certify to the satisfaction of the conditions set out in subsections (a), (b), (c) and (ed) of Section 4.2; (iii) A “Perfection Certificate” in the form of Exhibit F; and (iv) A Borrowing Base Certificate. (fe) Certificate A certificate (or certificates) of the due formation, valid existence and good standing of Borrower in its state of organization, issued by the appropriate authorities of such jurisdiction, and certificates of Borrower’s 's good standing and due qualification to do business, issued by appropriate officials in any states in which Borrower owns property subject to Security Documents. (gf) Documents similar to those specified in subsections (e)(id)(i) and (fe) of this section with respect to each Guarantor and the execution by it of its guaranty of Borrower’s 's Obligations. (hg) A favorable opinion of Xxxxxxxx PCXxxxx Xxxxxxx Rain Xxxxxxx, Parent’scounsel for Restricted Persons, Borrowers’ and Guarantors’ counsel.substantially in the form set forth in Exhibit F. (ih) The Initial Financial Statements. (j) A certificate by a Responsible Officer of Borrower, certifying the Initial Financial Statements delivered pursuant to clause (i) above are correct and complete in all material respects as of the date hereof. (k) Certificates or binders evidencing Restricted Persons’ ' insurance in effect on the date hereof. (lj) A certificate by a Responsible Officer An aging report of parent certifying that the Senior Secured Notes Offering has occurredaccounts receivable of Borrower for the months of May, June and July of 1997. (m) Payment of all commitment, facility, agency and other fees required to be paid to Lender pursuant to any Loan Documents or any commitment agreement heretofore entered into. (n) Borrower shall have delivered to Lender a certificate certifying that the documents attached thereto are true and correct copies of all material agreements then existing between a Restricted Person and another Restricted Person or between a Restricted Person and any Affiliate of any Restricted Person, including all waivers, supplements or amendments thereto, in each case, in the form existing on the Closing Date, and the terms thereof shall be reasonably satisfactory to Lender in form and substance. (o) Borrower shall have paid all fees required to be paid on or before the Closing Date to Lender pursuant to any Loan Document or any commitment agreement heretofore entered into. (p) All documents and instruments which Lender has then reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date.

Documents to be Delivered. No Lender has no any obligation to make its first Loan or and Issuing Bank shall have no obligation to issue issue, and no Lender shall have an obligation to participate in, the first Letter of Credit, unless Lender Administrative Agent shall have received all of the following, following duly executed and delivered (as appropriate) in multiple counterparts for each Lender and in form, substance and date satisfactory to LenderAdministrative Agent: (a) This Agreement duly executed by Borrower, Administrative Agent and each Lender and any other documents that Lender is Lenders are to execute in connection herewith. (b) The Each Note. (c) Each Security Document described in the Security Schedule. (d) The Intercreditor Agreement. (e) Certain following certificates of Borrower includingBorrower: (i) A Certificate An “Omnibus Certificate” of a Responsible Officer the Secretary or Assistant Secretary of Borrower, as applicable, which shall contain certify as to the names names, offices and signatures of the officers of Borrower authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Board of Directors members of Borrower and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents certificate of formation of Borrower and all amendments thereto, certified by the appropriate official Secretary of Borrower’s state State of organizationDelaware, and (3) a copy of any bylaws the Limited Liability Company Agreement and regulations of Borrower;; and (ii) A “Compliance Certificate” of a Responsible Officer the chief financial officer of Borrower, the Borrower of even date with such Loan or such Letter of Credit, in which such Responsible Officer officer certifies to the satisfaction of the conditions set out in subsections (a), (b), (c) and (eb) of Section 4.2; (iii) A “Perfection Certificate” in the form of Exhibit F; and (iv) A Borrowing Base Certificate. (fd) Certificate A certificate (or certificates) of the due formation, valid existence and good standing of Borrower in its state of organization, issued by the appropriate authorities of such jurisdiction. (e) A favorable opinion of Xxxxxx & Xxxxxx L.L.P., counsel for the Related Persons, substantially in the form set forth in Exhibit E. (f) The Initial Engineering Report. (g) Guaranties, dated as of the date hereof, duly executed and delivered by each of Spinnaker Exploration Company, a Delaware corporation, and certificates WP Spinnaker Holdings, Inc., a Delaware corporation. (h) A Mortgage duly executed and delivered by Related Persons covering Oil and Gas Properties constituting not less than 80% of the total present value of all Oil and Gas Properties included in the Initial Engineering Report, in form and substance satisfactory to the Administrative Agent for the prompt completion of all recording and filing of the Mortgage upon the receipt by the Administrative Agent of the initial Request for Tranche B Advance, as may be necessary to create a valid, perfected first Lien against the Mortgaged Property covered by the Mortgage, together with proper Uniform Commercial Code Form UCC-1 statements, necessary or in the opinion of the Administrative Agent, desirable to create in favor of the Administrative Agent for the benefit of the Administrative Agent, the Issuer and the Lenders all Liens and other rights of any Person as a valid, perfected first priority Lien in the Mortgaged Property described in the Mortgage. (i) Favorable title information acceptable to Administrative Agent with respect to at least 80% of the total present value (determined by the Administrative Agent in its sole discretion and in accordance with their normal practices and standards for oil and gas loans as it exists at the particular time) of the Related Persons’ Oil and Gas Properties included in the Initial Engineering Report. (j) [Reserved]. (k) Certificates of Borrower’s good standing and due qualification to do business, issued by appropriate officials in any states in which Borrower owns property subject to Security Documentsproperty. (gl) Documents similar to those specified in subsections (e)(ic)(i), (d), (e) and (fk) of this section with respect to each Guarantor and the execution by it of its guaranty of Borrower’s Obligations. (h) A favorable opinion of Xxxxxxxx PC, Parent’s, Borrowers’ and Guarantors’ counsel. (i) The Initial Financial Statements. (j) A certificate by a Responsible Officer of Borrower, certifying the Initial Financial Statements delivered pursuant to clause (i) above are correct and complete in all material respects as of the date hereof. (k) Certificates or binders evidencing Restricted Persons’ insurance in effect on the date hereof. (l) A certificate by a Responsible Officer of parent certifying that the Senior Secured Notes Offering has occurredGuaranty. (m) Payment True and correct copies of all commitmentsuch other documents or instruments as may be reasonably requested by Administrative Agent including, facilitywithout limitation, agency and any debt instrument, security agreement or other fees required material contract to which any Related Person may be paid to Lender pursuant to any Loan Documents or any commitment agreement heretofore entered intoa party. (n) True and complete copies of the detailed annual projections for the Borrower including a budget of production, costs, expenses, gross and net capital expenditures and cash flow, which projections shall have delivered been prepared as of October 2003 and which shall be certified as of the Closing Date by the chief financial officer of Borrower as having been prepared in good faith by Borrower, which certificate shall state that such officer has no reason to Lender a certificate certifying believe that the documents attached thereto projections are true incorrect or misleading in any material respect, it being recognized by Administrative Agent and correct copies of all material agreements then existing between a Restricted Person Lenders that such projections depend on assumptions as to future events and another Restricted Person or between a Restricted Person and any Affiliate of any Restricted Person, including all waivers, supplements or amendments thereto, in each case, in the form existing on the Closing Dateare not to be viewed as facts, and that actual results during the terms thereof shall be reasonably satisfactory to Lender in form and substanceperiod covered by any such projections may differ from the projections. (o) Borrower shall have paid all fees required to be paid on or before the Closing Date to Lender pursuant to any Loan Document or any commitment agreement heretofore entered into[Reserved]. (p) All documents Borrower’s payment to Administrative Agent and instruments the Lenders of all fees then due to Administrative Agent and Lenders in connection with the execution, delivery and performance of the Loan Documents and all reasonable legal fees of Administrative Agent’s counsel for which Lender has then reasonably requestedinvoices in reasonable detail are received at least ten (10) days prior to the date of the first Loan. (q) A certificate of insurance of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 6.1(h) hereof and as to the insurance of each Related Person set forth in the Disclosure Schedule and that such insurance is in full force and effect. (r) [Reserved]. (s) Evidence that the obligations under the Existing Credit Agreement and the “Loan Documents” thereunder been repaid in full and that the Existing Credit Agreement and the “Loan Documents” thereunder have been terminated. (t) Such other assurances, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in formcertificates, substance and datedocuments, consents or opinions as the Administrative Agent or any of the Lenders may require.

Documents to be Delivered. No Lender has no any obligation to make its first Loan or to issue the first Letter of CreditLoan, unless Lender Agent shall have received all of the following, at Agent's office in New York, New York, duly executed and delivered (as appropriate) and in form, substance and date satisfactory to LenderAgent: (a) This Agreement and any other documents that Lender is Lenders are to execute in connection herewith. (b) The Each Note. (c) Each Security Document described listed in the Security Schedule. (d) The Intercreditor Agreement. (e) Certain certificates of Borrower including: (i) A Certificate An "Omnibus Certificate" of a Responsible Officer the Secretary and of the Chairman of the Board or President of Borrower, which shall contain the names and signatures of the officers of Borrower authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Board of Directors of Borrower and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents of Borrower and all amendments thereto, certified by the appropriate official of Borrower’s 's state of organization, and (3) a copy of any bylaws of Borrower;; and (ii) A “"Compliance Certificate” " of a Responsible Officer the Chairman of the Board or President and of the chief financial officer of Borrower, of even date with such Loan or such Letter of CreditLoan, in which such Responsible Officer certifies officers certify to the satisfaction of the conditions set out in subsections (a), (b), (c) and (ed) of Section 4.2; (iii) A “Perfection Certificate” in the form of Exhibit F; and (iv) A Borrowing Base Certificate. (fe) Certificate (or certificates) of the due formation, valid existence and good standing of Borrower in its state of organization, issued by the appropriate authorities of such jurisdiction, and certificates of Borrower’s 's good standing and due qualification to do business, issued by appropriate officials in any states in which Borrower owns property subject to Security Documents. (gf) Documents similar to those specified in subsections (e)(id)(i) and (fe) of this section with respect to each Guarantor and the execution by it of its guaranty of Borrower’s 's Obligations. (hg) A favorable opinion of Xxxxxxx, Xxxxxxx & Xxxxxxxx PCLLP, Parent’scounsel for Restricted Persons, Borrowers’ and Guarantors’ counsel.substantially in the form set forth in Exhibit E. (ih) The Initial Financial Statements. (j) A certificate by a Responsible Officer of Borrower, certifying the Initial Financial Statements delivered pursuant to clause (i) above are correct and complete in all material respects as of the date hereof. (k) Certificates or binders evidencing Restricted Persons’ ' insurance in effect on the date hereof. (lj) A certificate by a Responsible Officer True, correct and complete executed copies of parent certifying that the Senior Secured Notes Offering has occurredOperative Documents. (mk) Payment of all commitment, facility, agency and other fees required to be paid to any Lender pursuant to any Loan Documents or any commitment agreement heretofore entered into. (n) Borrower shall have delivered to Lender a certificate certifying that the documents attached thereto are true and correct copies of all material agreements then existing between a Restricted Person and another Restricted Person or between a Restricted Person and any Affiliate of any Restricted Person, including all waivers, supplements or amendments thereto, in each case, in the form existing on the Closing Date, and the terms thereof shall be reasonably satisfactory to Lender in form and substance. (o) Borrower shall have paid all fees required to be paid on or before the Closing Date to Lender pursuant to any Loan Document or any commitment agreement heretofore entered into. (p) All documents and instruments which Lender has then reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date.

Documents to be Delivered. No Lender has no any obligation to make its first Loan or Loan, and LC Issuer has no obligation to issue the first Letter of Credit, unless Lender Administrative Agent shall have received all of the following, at Administrative Agent’s office in Boston, Massachusetts, duly executed and delivered (as appropriate) and in form, substance and date satisfactory to LenderAdministrative Agent, each of which was so executed and delivered: (a) This Agreement and any other documents document that Lender is Lenders are to execute in connection herewith. (b) The NoteEach Note and each Security Document. (c) Each Security Document described in the Security Schedule. (d) The Intercreditor Agreement. (e) Certain certificates of Borrower including: (i) A Certificate An “Omnibus Certificate” of a Responsible Officer the secretary or assistant secretary and any vice president of BorrowerPlains Marketing GP Inc., which shall contain the names and signatures of the officers of Borrower such company authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Board of Directors of Borrower such company and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents of Borrower and all amendments thereto, certified by the appropriate official of Borrower’s state its jurisdiction of organization, and (3) a copy of any bylaws the agreement of limited partnership of Borrower; (ii) A “Compliance Certificate” of a Responsible Officer of Borrower, of even date with such Loan or such Letter of Credit, in which such Responsible Officer certifies to the satisfaction certificate of the conditions set out in subsections (a)chief financial officer of Plains Marketing GP Inc., (b), (c) and (e) regarding satisfaction of Section 4.2; (iii) A “Perfection Certificate” in the form of Exhibit F; and (ivd) A Borrowing Base Certificate. (f) Certificate certificate (or certificates) of the due formation, valid existence and good standing of Borrower in its state of organizationDelaware, issued by the appropriate authorities Delaware Secretary of such jurisdictionState. (e) Favorable opinions of Xxx Xxxxx, Esq., General Counsel for Borrower, substantially in the form set forth in Exhibit D-1, and certificates of Fulbright & Xxxxxxxx L.L.P., special Texas and New York counsel to Borrower’s good standing , substantially in the form set forth in Exhibit D-2. (f) Financial projections for Borrower through December 2004, in form and due qualification substance reasonably satisfactory to do business, issued by appropriate officials in any states in which Borrower owns property subject to Security DocumentsAdministrative Agent. (g) Documents similar to those specified in subsections (e)(i) Consolidated financial statements of Borrower and (f) its Subsidiaries as of this section September 30, 2003, together with respect to each Guarantor and a certificate by the execution by it chief financial officer of its guaranty of Borrower’s ObligationsGP Inc. certifying such financial statements. (h) A favorable opinion Administrative Agent shall have received all documents and instruments which Administrative Agent has then requested (including opinions of Xxxxxxxx PClegal counsel for Borrower and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, Parent’sconsents, Borrowers’ approvals, licenses and Guarantors’ counselexemptions; and certificates of public officials and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by Borrower in this Agreement and the other Loan Documents, (ii) the satisfaction of all conditions contained herein or therein, and (iii) all other matters pertaining hereto and thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form and substance. (i) The Initial Financial Statements. (j) A certificate by a Responsible Officer of Borrower, certifying the Initial Financial Statements delivered pursuant to clause (i) above are correct and complete in all material respects as of the date hereof. (k) Certificates or binders evidencing Restricted Persons’ insurance in effect on the date hereof. (l) A certificate by a Responsible Officer of parent certifying that the Senior Secured Notes Offering has occurred. (m) Payment of all commitment, facility, agency and other fees required to be paid to Administrative Agent or Lender pursuant to any Loan Documents or any commitment agreement heretofore entered into. (nj) Borrower shall have delivered to Lender a certificate certifying that Evidence of the documents attached thereto are true and correct copies payment in full of all material agreements then existing between a Restricted Person and another Restricted Person or between a Restricted Person and any Affiliate outstanding Indebtedness under the Existing Agreements, the release of any Restricted Person, including all waivers, supplements or amendments thereto, in each case, in the form existing on the Closing DateLiens securing such Indebtedness, and termination of the terms thereof shall be reasonably satisfactory to Lender in form and substanceExisting Agreements. (o) Borrower shall have paid all fees required to be paid on or before the Closing Date to Lender pursuant to any Loan Document or any commitment agreement heretofore entered into. (p) All documents and instruments which Lender has then reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date.

Documents to be Delivered. No Lender has no any obligation to make its first Loan or Loan, and LC Issuer has no obligation to issue the first Letter of Credit, unless Lender Agent shall have received all of the following, at Agent’s office in Houston, Texas, duly executed and delivered (as appropriate) and in form, substance and date reasonably satisfactory to Lenderthe Agent, the Lenders and their counsel: (a) This Agreement and any other documents that Lender is to execute in connection herewithAgreement. (b) The Each Revolving Note. (c) Each Security Document described in A Guaranty executed by each Guarantor existing on the Security Scheduledate hereof. (d) The Intercreditor AgreementEach Security Document listed on Schedule 4.1. (e) Certain The following certificates of Borrower includingand, as appropriate, the Subsidiaries: (i) A Certificate An “Omnibus Certificate” of a Responsible Officer the Secretary or Assistant Secretary of Borrowerthe Borrower and each Guarantor, which shall contain the names and signatures of the officers of Borrower and each Guarantor authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Board of Directors of Borrower and each Guarantor and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents of Borrower and each Guarantor and all amendments thereto, certified by the appropriate official of Borrowersuch party’s state of organization, and (3) a copy of any the bylaws of Borrower;Borrower and each Guarantor; and (ii) A “Compliance Closing Certificate” of a Responsible Officer the chief financial officer of Borrower, as of even date with such Loan or such Letter of Creditthe Closing Date, in which such Responsible Officer certifies to the satisfaction of certifying that (A) the conditions set out in subsections (a), (b), and (c) of Section 4.2 have been satisfied and (eB) the Initial Financial Statements of Section 4.2; (iii) A “Perfection Certificate” in Borrower delivered to the form Agent fairly present the Consolidated financial position for the periods covered thereby, as of Exhibit F; and (iv) A Borrowing Base Certificatethe date of such Initial Financial Statements. (f) Certificate (or certificates) A certificate of the due formation, valid existence and good standing of for Borrower in its state of organization, issued by the appropriate authorities Secretary of such jurisdictionState of Delaware, and certificates a certificate of Borrower’s good standing and due qualification to do business, business for the Borrower issued by appropriate officials in any states in which the Secretary of State of Texas, and a certificate of account status for the Borrower owns property subject to Security Documentsissued by the Texas Comptroller of Public Accounts. (g) Documents similar to those specified A favorable opinion of (i) Xxxxxxxxx & Xxxxxxxx LLP, counsel for Restricted Persons, substantially in subsections (e)(i) the form set forth in Exhibit 4.1(g)(i); and (fii) of this section with respect to each Guarantor and Xxxxx XxXxxxx, in-house counsel for Restricted Persons, substantially in the execution by it of its guaranty of Borrower’s Obligationsform set forth in Exhibit 4.1(g)(ii). (h) A favorable opinion of Xxxxxxxx PC, Parent’s, Borrowers’ and Guarantors’ counsel. (i) The Initial Financial Statements. (j) A certificate by a Responsible Officer of Borrower, certifying the Initial Financial Statements delivered pursuant to clause (i) above are correct and complete in all material respects as The certificate or certificates of the date hereofinsurance required by Section 6.8. (k) Certificates or binders evidencing Restricted Persons’ insurance in effect on the date hereof. (l) A certificate by a Responsible Officer of parent certifying that the Senior Secured Notes Offering has occurred. (mj) Payment of all commitmentfees including all Commitment Fees, facilityupfront, agency Agent, and other Lead Arranger fees required to be paid to any Lender or any other Party pursuant to any Loan Documents or any commitment agreement heretofore entered intoDocuments. (nk) Borrower shall have delivered Confirmation that all Indebtedness under the Prior Credit Documents has been paid or renewed and extended. (l) The Assignment of Prior Credit Documents in form and substance satisfactory to Lender a certificate certifying that the documents attached thereto are true Agent in its sole discretion, executed by the Prior Agent, as agent, and correct copies each of all material agreements then existing between a Restricted Person and another Restricted Person or between a Restricted Person and any Affiliate of any Restricted Person, including all waivers, supplements or amendments thereto, in each case, in the form existing lenders party to the Prior Credit Agreement on the Closing Date, Date and the terms thereof shall be reasonably satisfactory to Lender delivery of all Collateral in form and substancepossession of the Prior Agent. (om) Borrower shall have paid all fees required to be paid on or before the Closing Date to Lender pursuant to any Loan Document or any commitment agreement heretofore entered into. (p) All Such other documents and instruments which Lender has then as the Agent and its counsel may reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and daterequire.

Documents to be Delivered. No Lender has no any obligation to make its first Loan or to issue the first Letter of CreditAdvance, unless Lender Agent shall have received all of the following, duly executed and delivered (as appropriate) and in form, substance and date satisfactory to LenderAgent: (a) This Agreement and any other documents that Lender is Lenders are to execute in connection herewith. (b) The NoteGuarantee of the US Parent. (c) Each Security Document described in the Security Schedule. (d) The Intercreditor Agreement. (e) Certain certificates of Borrower Borrowers including: (i) A Certificate An "Omnibus Certificate" of a Responsible Officer the Secretary or Assistant Secretary and of the Chairman of the Board, President, or Vice President - Finance of each Borrower, which shall contain the names and signatures of the officers of such Borrower authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Board of Directors of such Borrower and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents of such Borrower and all amendments thereto, certified by the appropriate official of Borrower’s state its jurisdiction of organization, and (3) a copy of any bylaws of such Borrower;; and (ii) A “"Compliance Certificate” " of a Responsible Officer the Chairman of the Board or President and of the Vice President - Finance of each Borrower, of even date with such Loan or such Letter of Credit, in which such Responsible Officer certifies officers certify to the satisfaction of the conditions set out in subsections (a), (b), (c) and (eb) of Section 4.2; (iii) A “Perfection Certificate” in the form of Exhibit F; and (iv) A Borrowing Base Certificate4.3. (fd) Certificate (or certificates) of the due formation, valid existence and good standing of each Borrower in its state jurisdiction of organizationorganization and, if different, the Province of Alberta, issued by the appropriate authorities official of such jurisdiction, and certificates of Borrower’s good standing and due qualification to do business, issued by appropriate officials in any states in which Borrower owns property subject to Security Documents. (ge) Documents similar to those specified in subsections (e)(ic)(i) and (fii) of this section above with respect to each Guarantor and the execution by it of its guaranty of Borrower’s ObligationsUS Parent. (hf) A favorable opinion Favorable opinions of Xxxxxxxx PCBennett Jones LLP, counsel for Restricted Persons other then thx XX Xxxxxx xnd Mayer, Brown, Rowe and Maw, counsel for the US Parent’s, Borrowers’ and Guarantors’ counsel. (i) The Initial Financial Statements. (j) A certificate by a Responsible Officer of Borrower, certifying the Initial Financial Statements delivered pursuant to clause (i) above are correct and complete in all material respects as of the date hereof. (k) Certificates or binders evidencing Restricted Persons’ insurance in effect on the date hereof. (l) A certificate by a Responsible Officer of parent certifying that the Senior Secured Notes Offering has occurred. (m) Payment of all commitment, facility, agency and other fees required to be paid to Lender pursuant to any Loan Documents or any commitment agreement heretofore entered into. (n) Borrower shall have delivered to Lender a certificate certifying that the documents attached thereto are true and correct copies of all material agreements then existing between a Restricted Person and another Restricted Person or between a Restricted Person and any Affiliate of any Restricted Person, including all waivers, supplements or amendments thereto, in each case, substantxxxxy in the form existing on set forth in Exhibit D1 and D2, respectively and a favorable opinion of Burnet, Duckworth & Palmer LLP covering the Closing Date, and the terms thereof shall be reasonably satisfactory to Lender in form and substancematters requested by Agent. (ox) Borrower shall have paid all fees required to be paid on or before the Closing Date to Lender pursuant to any Loan Document or any commitment agreement heretofore entered intoXhe Xxxxxxl Financial Statements. (p) All documents and instruments which Lender has then reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date.

Documents to be Delivered. No Lender has no any obligation to make its first Loan or Loan, and LC Issuer has no obligation to issue the first Letter of Credit, unless Lender Agent shall have received all of the following, at Agent's office in Dallas, Texas, duly executed and delivered (as appropriate) and in form, substance and date satisfactory to LenderAgent: (a) This Agreement and any other documents that Lender is Lenders are to execute in connection herewith.; (b) The Each Note.; (c) Each Security Document described listed in the Security Schedule.; (d) The Intercreditor Agreement. (e) Certain certificates of Borrower including: (i) A Certificate An "Omnibus Certificate" of a Responsible Officer the Secretary or Assistant Secretary and of the Chairman of the Board or President or any Vice President of Borrower, which shall contain the names and signatures of the officers of Borrower authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Board of Directors of Borrower and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents of Borrower and all amendments thereto, certified by the appropriate official of Borrower’s 's state of organization, and (3) a copy of any the bylaws of Borrower;; and (ii) A “"Compliance Certificate” " of a Responsible Officer the Chief Financial Officer, Chief Accounting Officer, Treasurer or Vice President-Finance of Borrower, of even date with such Loan or such Letter of Credit, in which such Responsible Officer certifies officers certify to the satisfaction of the conditions set out in subsections (a), (b), (c) and (ed) of Section 4.2; (iii) A “Perfection Certificate” in the form of Exhibit F; and (iv) A Borrowing Base Certificate. (fe) Certificate (or certificates) of the due formation, valid existence and good standing of Borrower in its state of organization, issued by the appropriate authorities of such jurisdiction, and certificates of Borrower’s 's good standing and due qualification to do business, issued by appropriate officials in any states in which Borrower owns property subject to Security Documents.; (gf) Documents similar to those specified in subsections (e)(id)(i) and (fe) of this section with respect to each Subsidiary Guarantor and the execution by it of its guaranty of Borrower’s 's Obligations.; (hg) A favorable opinion of Xxxxxxxx PCinternal counsel for Related Persons, Parent’s, Borrowers’ and Guarantors’ counsel.substantially in the form set forth in Exhibit E; (ih) The Initial Financial Statements.; (j) A certificate by a Responsible Officer of Borrower, certifying the Initial Financial Statements delivered pursuant to clause (i) above are correct and complete in all material respects as of the date hereof. (k) Certificates or binders evidencing Restricted Related Persons’ ' insurance in effect on the date hereof.; (lj) A certificate by a Responsible Officer Opinions of parent certifying that special counsel to Agent in states where inventory of the Senior Secured Notes Offering has occurred.Related Persons is located addressing the perfection of Liens in such inventory; and (mk) Payment of all commitment, facility, agency agency, attorney and other fees required to be paid to any Lender pursuant to any Loan Documents or any commitment agreement heretofore entered into. (n) Borrower shall have delivered to Lender a certificate certifying that the documents attached thereto are true and correct copies of all material agreements then existing between a Restricted Person and another Restricted Person or between a Restricted Person and any Affiliate of any Restricted Person, including all waivers, supplements or amendments thereto, in each case, in the form existing on the Closing Date, and the terms thereof shall be reasonably satisfactory to Lender in form and substance. (o) Borrower shall have paid all fees required to be paid on or before the Closing Date to Lender pursuant to any Loan Document or any commitment agreement heretofore entered into. (p) All documents and instruments which Lender has then reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date.

Documents to be Delivered. No Lender has no any obligation to make its first Loan or Loan, and LC Issuer has no obligation to issue the first Letter of Credit, unless Lender Administrative Agent shall have received all of the following, at Administrative Agent's office in Denver, Colorado, duly executed and delivered (as appropriate) and in form, substance and date satisfactory to LenderAdministrative Agent: (a) This Agreement and any other documents that Lender is to execute in connection herewithAgreement. (b) The Each Note. (c) Each Security Document described in the Security Schedule. (d) The Intercreditor Agreement. (e) Certain certificates of Borrower including: (i) A Certificate An "Omnibus Certificate" of a Responsible Officer the Secretary and of the Chairman of the Board or President of Borrower, which shall contain the names and signatures of the officers of Borrower authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Board of Directors of Borrower and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents of Borrower and all amendments thereto, certified by the appropriate theappropriate official of Borrower’s 's state of organization, and (3) a copy of any bylaws of Borrower;; and (ii) A “"Compliance Certificate” " of a Responsible the Chairman of the Board or President and of the Chief Financial Officer of Borrower, of even date with such Loan or such Letter of Credit, in which such Responsible Officer certifies officers certify to the satisfaction of the conditions set out in subsections (a), (b), (c) and (ed) of Section 4.2; (iii) A “Perfection Certificate” in the form of Exhibit F; and (iv) A Borrowing Base Certificate. (fd) Certificate (or certificates) of the due formation, valid existence and good standing of Borrower in its state of organization, issued by the appropriate authorities of such jurisdiction, and certificates of Borrower’s good standing and due qualification to do business, issued by appropriate officials in any states in which Borrower owns property subject to Security Documents. (g) Documents similar to those specified in subsections (e)(i) and (f) of this section with respect to each Guarantor and the execution by it of its guaranty of Borrower’s Obligations. (he) A favorable opinion of Xxxxxxxx PCJackson DeMarco & Peckenpaugh, Parent’scoxxxxx xxx Xxxxxictxx Xxxxxxx, Borrowers’ and Guarantors’ counsel.substantially in the form set forth in Exhibit E. (if) The Initial Financial Statements. (j) A certificate by a Responsible Officer of Borrower, certifying the Initial Financial Statements delivered pursuant to clause (i) above are correct and complete in all material respects as of the date hereof. (kg) Certificates or binders evidencing Restricted Persons’ ' insurance in effect on the date hereof. (l) A certificate by a Responsible Officer of parent certifying that the Senior Secured Notes Offering has occurred. (m) Payment of all commitment, facility, agency and other fees required to be paid to Lender pursuant to any Loan Documents or any commitment agreement heretofore entered into. (n) Borrower shall have delivered to Lender a certificate certifying that the documents attached thereto are true and correct copies of all material agreements then existing between a Restricted Person and another Restricted Person or between a Restricted Person and any Affiliate of any Restricted Person, including all waivers, supplements or amendments thereto, in each case, in the form existing on the Closing Date, and the terms thereof shall be reasonably satisfactory to Lender in form and substance. (o) Borrower shall have paid all fees required to be paid on or before the Closing Date to Lender pursuant to any Loan Document or any commitment agreement heretofore entered into. (p) All documents and instruments which Lender has then reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date.

Documents to be Delivered. No Lender has no any obligation ------------------------- to make its first Loan or and Issuing Bank shall have no obligation to issue issue, and no Lender shall have an obligation to participate in, the first Letter of Credit, unless Lender Administrative Agent shall have received all of the following, following duly executed and delivered (as appropriate) in multiple counterparts for each Lender and in form, substance and date satisfactory to LenderAdministrative Agent or, with respect to clauses (), unless the conditions specified therein in such clauses shall have been satisfied or waived by the Administrative Agent: (a) This Agreement and any other documents that Lender is Lenders are to execute in connection herewith. (b) The Each Note. (c) Each Security Document described in the Security Schedule. (d) The Intercreditor Agreement. (e) Certain following certificates of Borrower includingBorrower: (i) A Certificate An "Omnibus Certificate" of a Responsible Officer the Secretary or Assistant Secretary of Borrower, as applicable, which shall contain certify as to the names names, offices and signatures of the officers of Borrower authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Board of Directors members of Borrower and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents Limited Liability Company Agreement of Borrower and all amendments thereto, certified by the appropriate official Secretary of Borrower’s state State of organizationDelaware, and (3) a copy of any bylaws the regulations of Borrower;; and (ii) A “"Compliance Certificate” " of a Responsible the Chief Financial Officer of Borrower, the Borrower of even date with such Loan or such Letter of Credit, in which such Responsible Officer officer certifies to the satisfaction of the conditions set out in subsections (a), (b), (c) and (eb) of Section 4.2; (iii) A “Perfection Certificate” in the form of Exhibit F; and (iv) A Borrowing Base Certificate. (fd) Certificate A certificate (or certificates) of the due formation, valid existence and good standing of Borrower in its state of organization, issued by the appropriate authorities of such jurisdiction, and certificates of Borrower’s good standing and due qualification to do business, issued by appropriate officials in any states in which Borrower owns property subject to Security Documents. (g) Documents similar to those specified in subsections (e)(i) and (f) of this section with respect to each Guarantor and the execution by it of its guaranty of Borrower’s Obligations. (he) A favorable opinion of Xxxxxxxx PCXxxxxx & Xxxxxx L.L.P., Parent’scounsel for the Related Persons, Borrowers’ and Guarantors’ counsel.substantially in the form set forth in Exhibit E. (if) The Initial Financial StatementsEngineering Report. (j) A certificate by a Responsible Officer of Borrower, certifying the Initial Financial Statements delivered pursuant to clause (i) above are correct and complete in all material respects as of the date hereof. (k) Certificates or binders evidencing Restricted Persons’ insurance in effect on the date hereof. (l) A certificate by a Responsible Officer of parent certifying that the Senior Secured Notes Offering has occurred. (m) Payment of all commitment, facility, agency and other fees required to be paid to Lender pursuant to any Loan Documents or any commitment agreement heretofore entered into. (n) Borrower shall have delivered to Lender a certificate certifying that the documents attached thereto are true and correct copies of all material agreements then existing between a Restricted Person and another Restricted Person or between a Restricted Person and any Affiliate of any Restricted Person, including all waivers, supplements or amendments thereto, in each case, in the form existing on the Closing Date, and the terms thereof shall be reasonably satisfactory to Lender in form and substance. (o) Borrower shall have paid all fees required to be paid on or before the Closing Date to Lender pursuant to any Loan Document or any commitment agreement heretofore entered into. (p) All documents and instruments which Lender has then reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date.

Documents to be Delivered. No Lender has no any obligation to make its first Loan or to issue the first Letter of CreditLoan, unless Lender Agent shall have received all of the following, at Agent's office in Dallas, Texas, duly executed and delivered (as appropriate) and in form, substance and date satisfactory to LenderAgent: (a) This Agreement and any other documents that Lender is Lenders are to execute in connection herewith. (b) The Each Note. (c) Each Security Document described listed in the Security Schedule. (d) The Intercreditor Agreement. (e) Certain certificates of Borrower including: (i) A Certificate An "Omnibus Certificate" of a Responsible Officer the Secretary and of the Chairman of the Board or President of Borrower, which shall contain the names and signatures of the officers of Borrower authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Board of Directors of Borrower and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents of Borrower and all amendments thereto, certified by the appropriate official of Borrower’s 's state of organization, and (3) a copy of any bylaws of Borrower;; and (ii) A “"Compliance Certificate” " of a Responsible Officer the Chairman of the Board or President and of the chief financial officer of Borrower, of even date with such Loan or such Letter of CreditLoan, in which such Responsible Officer certifies officers certify to the satisfaction of the conditions set out in subsections (a), (b), (c) and (ed) of Section 4.2; (iii) A “Perfection Certificate” in the form of Exhibit F; and (iv) A Borrowing Base Certificate. (fe) Certificate A certificate (or certificates) of the due formation, valid existence and good standing of Borrower in its state of organization, issued by the appropriate authorities of such jurisdiction, and certificates of Borrower’s 's good standing and due qualification to do business, issued by appropriate officials in any states in which Borrower owns property subject to Security Documents. (gf) Documents similar to those specified in subsections (e)(id)(i) and (fe) of this section with respect to each Guarantor and the execution by it of its guaranty of Borrower’s 's Obligations. (hg) A favorable opinion of Xxxxxxxx PCLockx Xxxdxxx Xxxp, Parent’sxxunsel for Restricted Persons, Borrowers’ and Guarantors’ counsel.substantially in the form set forth in Exhibit F. (ih) The Initial Financial Statements. (j) A certificate by a Responsible Officer of Borrower, certifying the Initial Financial Statements delivered pursuant to clause (i) above are correct and complete in all material respects as of the date hereof. (k) Certificates or binders evidencing Restricted Persons’ ' insurance in effect on the date hereof. (l) A certificate by a Responsible Officer of parent certifying that the Senior Secured Notes Offering has occurred. (m) Payment of all commitment, facility, agency and other fees required to be paid to Lender pursuant to any Loan Documents or any commitment agreement heretofore entered into. (n) Borrower shall have delivered to Lender a certificate certifying that the documents attached thereto are true and correct copies of all material agreements then existing between a Restricted Person and another Restricted Person or between a Restricted Person and any Affiliate of any Restricted Person, including all waivers, supplements or amendments thereto, in each case, in the form existing on the Closing Date, and the terms thereof shall be reasonably satisfactory to Lender in form and substance. (o) Borrower shall have paid all fees required to be paid on or before the Closing Date to Lender pursuant to any Loan Document or any commitment agreement heretofore entered into. (p) All documents and instruments which Lender has then reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date.

Documents to be Delivered. Lender has no obligation to make its The amendment and restatement set forth herein shall become effective as of the date first Loan or to issue written above on the first Letter of Credit, unless Lender date (the "Effective Date") when US Agent shall have received all of the following, at US Agent's office in Dallas, Texas, duly executed and delivered (as appropriate) and in form, substance and date satisfactory to LenderUS Agent: (a) This Agreement and any other documents that Lender is to execute in connection herewithAmendment. (b) The Each Tranche B Note. (c) Each Security Document described in the Security ScheduleThe Guaranty of US Guarantor. (d) The Intercreditor Agreement. (e) Certain following certificates of Borrower includingUS Borrower: (i) A Certificate An "Omnibus Certificate" of a Responsible Officer the Secretary of US Borrower, which shall contain the names and signatures of the officers of US Borrower authorized to execute US Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Board of Directors of US Borrower and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other US Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents of US Borrower and all amendments thereto, certified by the appropriate official of Borrower’s state the State of organizationDelaware, and (3) a copy of any the bylaws of US Borrower;; and (ii) A “"Compliance Certificate” " of a Responsible Officer the Senior Vice President - Finance or the Treasurer or the Vice President - Accounting of Borrower, US Borrower as of even date with such Loan or such Letter of Creditthe Effective Date, in which such Responsible Officer certifies officers certify to the satisfaction of the conditions set out in subsections (a), (b), (c) and (eb) of Section 4.2; (iii) A “Perfection Certificate” in 4.1 of the form of Exhibit F; and (iv) A Borrowing Base CertificateRestated Agreement. (fe) Certificate (or certificates) of the due formation, valid existence and good standing of US Borrower in its state the State of organizationDelaware, issued by the appropriate authorities official of such jurisdiction, and certificates of Borrower’s good standing and due qualification to do business, issued by appropriate officials in any states in which Borrower owns property subject to Security DocumentsState. (gf) Documents similar corresponding to those specified in subsections (e)(id)(i) and (fe) of this section above (to the extent available in the applicable jurisdiction) with respect to each Guarantor US Guarantor. (g) A favorable opinion of Mayer, Brown, Rowe and Maw, counsel for Restricted Persons, substantially in the execution by it foxx xet forth in Exhibit E-1 to the Restated Agreement, and a favorable opinion of its guaranty Stewart McKelvey Stirling Scales, Nova Scotia counsel for US Guarantox, xxxxxxxxxxxxx in the form of Borrower’s ObligationsExhibit E-2 to the Restated Agreement. (h) A favorable opinion of Xxxxxxxx PC, Parent’s, Borrowers’ and Guarantors’ counselThompson & Knight L.L.P. covering the matters requested by US Agent. (i) The Initial Financial Statements. (j) A certificate by a Responsible Officer of Borrower, certifying the Initial Financial Statements delivered pursuant to clause (i) above are correct and complete in all material respects as of the date hereof. (k) Certificates or binders evidencing Restricted Persons’ insurance in effect on the date hereof. (l) A certificate by a Responsible Officer of parent certifying that the Senior Secured Notes Offering has occurred. (m) Payment of all commitment, facility, agency and other fees required to be paid to Lender pursuant to any Loan Documents or any commitment agreement heretofore entered into. (n) Borrower shall have delivered to Lender a certificate certifying that the documents attached thereto are true and correct copies of all material agreements then existing between a Restricted Person and another Restricted Person or between a Restricted Person and any Affiliate of any Restricted Person, including all waivers, supplements or amendments thereto, in each case, in the form existing on the Closing Date, and the terms thereof shall be reasonably satisfactory to Lender in form and substance. (o) Borrower shall have paid all fees required to be paid on or before the Closing Date to Lender pursuant to any Loan Document or any commitment agreement heretofore entered into. (p) All documents and instruments which Lender has then reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date.

Documents to be Delivered. No Lender has no any obligation to make its first Loan or to issue the first Letter of Credit, unless Lender Agent shall have received all of the following, duly executed and delivered (as appropriate) and in form, substance and date satisfactory to LenderAgent: (a) This Agreement and any other documents Loan Documents that Lender is Lenders or the Restricted Persons are to execute in connection herewith. (b) The Each Note. (c) Each Security Document described listed in the Security Schedule. (d) The Intercreditor Agreement. (e) Certain certificates of Borrower including: (i) A Certificate An “Omnibus Certificate” of a Responsible Officer the Secretary and of the Chairman of the Board or President of Borrower, which shall contain the names and signatures of the officers of Borrower authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Board of Directors of Borrower and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents of Borrower and all amendments thereto, certified by the appropriate official of Borrower’s state of organization, and (3) a copy of any bylaws of Borrower;; and (ii) A “Compliance Certificate” of a Responsible Officer the Chairman of the Board or President and of the chief financial officer of Borrower, of even date with such Loan or such Letter of CreditLoan, in which such Responsible Officer certifies officers certify to the satisfaction of the conditions set out in subsections (a), (b), (c) and (ed) of Section 4.2; (iii) A “Perfection Certificate” in the form of Exhibit F; and (iv) A Borrowing Base Certificate4.3. (fe) Certificate A certificate (or certificates) of the due formation, valid existence and good standing of Borrower in its state of organization, issued by the appropriate authorities of such jurisdiction, and certificates of Borrower’s good standing and due qualification to do business, issued by appropriate officials in any states in which Borrower owns property subject to Security Documents. (gf) Documents similar to those specified in subsections (e)(id)(i) and (fe) of this section with respect to each Guarantor other Restricted Person that is a party to the Loan Documents and the execution by it of its guaranty such Loan Document. (g) A favorable opinion of Xxxxx & Xxxxx, Texas counsel for Restricted Persons, substantially in the form set forth in Exhibit G-1, and a favorable opinion of Schully Xxxxxxx Xxxxxxxx Xxxxxxx & Xxxxxx, Louisiana counsel for Borrower’s Obligations, substantially in the form set forth in Exhibit G-2, as to customary matters, including without limitation, due incorporation, due authorization, execution and delivery, enforceability, compliance with applicable laws, non-contravention, litigation, perfection, investment company act and public utility holding company act matters. (h) A favorable opinion of Xxxxxxxx PCThe Initial Engineering Report and the Initial Financial Statements, Parent’seach satisfactory to Agent, Borrowers’ and Guarantors’ counselin its sole discretion. (i) The Initial Financial Statements. (j) A certificate by a Responsible Officer of Borrower, certifying the Initial Financial Statements delivered pursuant to clause (i) above are correct and complete in all material respects as of the date hereof. (k) Certificates or binders evidencing Restricted Persons’ insurance in effect on the date hereof. (lj) A certificate by a Responsible Officer of parent certifying that the Senior Secured Notes Offering has occurredFavorable title and environmental reports, in scope and results acceptable to Agent. (mk) Payment Solvency Certificates by each of all commitment, facility, agency and other fees required to be paid to Lender pursuant to any Loan Documents or any commitment agreement heretofore entered intothe Restricted Persons. (n) Borrower shall have delivered to Lender a certificate certifying that the documents attached thereto are true and correct copies of all material agreements then existing between a Restricted Person and another Restricted Person or between a Restricted Person and any Affiliate of any Restricted Person, including all waivers, supplements or amendments thereto, in each case, in the form existing on the Closing Date, and the terms thereof shall be reasonably satisfactory to Lender in form and substance. (o) Borrower shall have paid all fees required to be paid on or before the Closing Date to Lender pursuant to any Loan Document or any commitment agreement heretofore entered into. (p) All documents and instruments which Lender has then reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date.

Documents to be Delivered. No Lender has no any obligation to make its first Loan or Loan, and LC Issuer has no obligation to issue the first Letter of Credit, Credit unless Lender Administrative Agent shall have received all of the following, at Administrative Agent's office in Boston, Massachusetts, duly executed and delivered (as appropriate) and in form, substance and date satisfactory to LenderAdministrative Agent and Syndication Agent: (a) This Agreement and any other documents that Lender is Lenders are to execute in connection herewith.. 004726 000020 DALLAS 1786243.3 SECOND AMENDED AND RESTATED CREDIT AGREEMENT [CONFORMED THROUGH AUGUST 2004] (b) The Each Note. (c) Each Security Document described listed in the Security Schedule. (d) The Intercreditor Agreement. (e) Certain certificates of Borrower including: (i) A Certificate An "Omnibus Certificate" of a Responsible Officer the secretary and of Borrowerthe president of LA GP, which shall contain the names and signatures of the officers of Borrower LA GP authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Board of Directors of Borrower LA GP and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents of Borrower each Restricted Person and all amendments thereto, certified by the appropriate official of Borrower’s state such Restricted Person's jurisdiction of organization, and (3) a copy of any bylaws bylaws, agreement of Borrower;limited partnership or operating agreement of each Restricted Person; and (ii) A “Compliance Certificate” certificate of a Responsible Officer the president and of Borrowerthe chief financial officer of LA GP, of even date with such Loan or such Letter of Credit, in which such Responsible Officer certifies to the regarding satisfaction of the conditions set out in subsections Section 4.3(a) through (ad), (b), (c) and . (e) of Section 4.2; (iii) A “Perfection Certificate” in the form of Exhibit F; and (iv) A Borrowing Base Certificate. (f) Certificate certificate (or certificates) of the due formation, valid existence and good standing of Borrower each Restricted Person in its state respective jurisdiction of organization, issued by the appropriate authorities of such jurisdiction, and certificates of Borrower’s each Restricted Person's good standing and due qualification to do business, issued by appropriate officials in any states jurisdictions in which Borrower such Restricted Person owns property subject to Security Documents. (gf) Documents similar to those specified in subsections (e)(id)(i) and (fe) of this section with respect to each Guarantor and the execution by it of its guaranty of Borrower’s 's Obligations. (g) A favorable opinion of Xxxxxx & Xxxxxx L.L.P., counsel to Restricted Persons, substantially in the form set forth in Exhibit G, and a favorable opinion of local counsel to Administrative Agent for the state of Oklahoma satisfactory to Administrative Agent. (h) A favorable opinion of Xxxxxxxx PC, Parent’s, Borrowers’ The Initial Financial Statements and Guarantors’ counselInitial Projections. (i) The Initial Financial Statements. (j) A certificate by a Responsible Officer of Borrower, certifying the Initial Financial Statements delivered pursuant to clause (i) above are correct and complete in all material respects as of the date hereof. (k) Certificates or binders evidencing Restricted Persons’ ' insurance in effect on the date hereofhereof accompanied by a certificate of an appropriate officer confirming that the insurance is in effect as of such date. (lj) A certificate by a Responsible Officer Copies of parent certifying that such permits and approvals regarding the Senior Secured Notes Offering has occurredproperty and business of Restricted Persons as Administrative Agent may request. (mk) Payment of all commitment, facility, agency and other fees required to be paid to any Lender pursuant to any Loan Documents or any commitment or fee agreement heretofore entered into. 004726 000020 DALLAS 1786243.3 SECOND AMENDED AND RESTATED CREDIT AGREEMENT [CONFORMED THROUGH AUGUST 2004] (l) A certificate of the chief financial officer of LA GP (i) certifying the Initial Pro Forma Financial Statements of Borrower delivered pursuant to clause (h) above and reflecting pro forma compliance with each event specified in Section 7.14, and (ii) certifying that Borrower's Consolidated EBITDA for the twelve month period ended September 30, 2003 was not less than $90,000,000. (m) A certificate of the chief financial officer of General Partner certifying the Initial Pro Forma Financial Statements of Master Partnership delivered pursuant to clause (h) above and reflecting pro forma compliance with each event specified in Section 7.14. (n) Borrower shall have delivered to Lender a certificate certifying that the documents attached thereto are true and correct Administrative Agent copies of all material agreements then existing between a Restricted Person and another Restricted Person charter or between a Restricted Person and any Affiliate other formation documents of any Restricted Person, including all waivers, supplements or amendments thereto, in each case, in the form existing on the Closing Date, Master Partnership and the terms thereof shall be reasonably satisfactory to Lender in form and substanceIntermediate Entities. (o) Borrower shall have paid all fees required to be paid on or before the Closing Date to Lender pursuant to any Loan Document or any commitment agreement heretofore entered into. (p) All documents and instruments which Lender has then reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date.

Documents to be Delivered. No Lender has no any obligation to make its first Loan or Loan, and LC Issuer has no obligation to issue the first Letter of Credit, Credit unless Lender Administrative Agent shall have received all of the following, at Administrative Agent's office in SECOND AMENDED AND RESTATED CREDIT AGREEMENT Boston, Massachusetts, duly executed and delivered (as appropriate) and in form, substance and date satisfactory to LenderAdministrative Agent and Syndication Agent: (a) This Agreement and any other documents that Lender is Lenders are to execute in connection herewith. (b) The Each Note. (c) Each Security Document described listed in the Security Schedule. (d) The Intercreditor Agreement. (e) Certain certificates of Borrower including: (i) A Certificate An "Omnibus Certificate" of a Responsible Officer the secretary and of Borrowerthe president of LA GP, which shall contain the names and signatures of the officers of Borrower LA GP authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Board of Directors of Borrower LA GP and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents of Borrower each Restricted Person and all amendments thereto, certified by the appropriate official of Borrower’s state such Restricted Person's jurisdiction of organization, and (3) a copy of any bylaws bylaws, agreement of Borrower;limited partnership or operating agreement of each Restricted Person; and (ii) A “Compliance Certificate” certificate of a Responsible Officer the president and of Borrowerthe chief financial officer of LA GP, of even date with such Loan or such Letter of Credit, in which such Responsible Officer certifies to the regarding satisfaction of the conditions set out in subsections Section 4.3(a) through (ad), (b), (c) and . (e) of Section 4.2; (iii) A “Perfection Certificate” in the form of Exhibit F; and (iv) A Borrowing Base Certificate. (f) Certificate certificate (or certificates) of the due formation, valid existence and good standing of Borrower each Restricted Person in its state respective jurisdiction of organization, issued by the appropriate authorities of such jurisdiction, and certificates of Borrower’s each Restricted Person's good standing and due qualification to do business, issued by appropriate officials in any states jurisdictions in which Borrower such Restricted Person owns property subject to Security Documents. (gf) Documents similar to those specified in subsections (e)(id)(i) and (fe) of this section with respect to each Guarantor and the execution by it of its guaranty of Borrower’s 's Obligations. (g) A favorable opinion of Xxxxxx & Xxxxxx L.L.P., counsel to Restricted Persons, substantially in the form set forth in Exhibit G, and a favorable opinion of local counsel to Administrative Agent for the state of Oklahoma satisfactory to Administrative Agent. (h) A favorable opinion of Xxxxxxxx PC, Parent’s, Borrowers’ The Initial Financial Statements and Guarantors’ counselInitial Projections. (i) The Initial Financial Statements. (j) A certificate by a Responsible Officer of Borrower, certifying the Initial Financial Statements delivered pursuant to clause (i) above are correct and complete in all material respects as of the date hereof. (k) Certificates or binders evidencing Restricted Persons’ ' insurance in effect on the date hereofhereof accompanied by a certificate of an appropriate officer confirming that the insurance is in effect as of such date. SECOND AMENDED AND RESTATED CREDIT AGREEMENT (j) Copies of such permits and approvals regarding the property and business of Restricted Persons as Administrative Agent may request. (l) A certificate by a Responsible Officer of parent certifying that the Senior Secured Notes Offering has occurred. (mk) Payment of all commitment, facility, agency and other fees required to be paid to any Lender pursuant to any Loan Documents or any commitment or fee agreement heretofore entered into. (l) A certificate of the chief financial officer of LA GP (i) certifying the Initial Pro Forma Financial Statements of Borrower delivered pursuant to clause (h) above and reflecting pro forma compliance with each event specified in Section 7.14, and (ii) certifying that Borrower's Consolidated EBITDA for the twelve month period ended September 30, 2003 was not less than $90,000,000. (m) A certificate of the chief financial officer of General Partner certifying the Initial Pro Forma Financial Statements of Master Partnership delivered pursuant to clause (h) above and reflecting pro forma compliance with each event specified in Section 7.14. (n) Borrower shall have delivered to Lender a certificate certifying that the documents attached thereto are true and correct Administrative Agent copies of all material agreements then existing between a Restricted Person and another Restricted Person charter or between a Restricted Person and any Affiliate other formation documents of any Restricted Person, including all waivers, supplements or amendments thereto, in each case, in the form existing on the Closing Date, Master Partnership and the terms thereof shall be reasonably satisfactory to Lender in form and substanceIntermediate Entities. (o) Borrower shall have paid all fees required to be paid on or before the Closing Date to Lender pursuant to any Loan Document or any commitment agreement heretofore entered into. (p) All documents and instruments which Lender has then reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date.

Documents to be Delivered. No Lender has no any obligation to make its first Loan or to issue the first Letter of Credit, unless Lender Agent shall have received all of the following, at Agent's office in Dallas, Texas, duly executed and delivered (as appropriate) and in form, substance and date satisfactory to LenderAgent: (a) This Agreement and any other documents that Lender is Lenders are to execute in connection herewith. (b) The Each Lender's Note. (c) Each Security Document described in the Security Schedule. (d) The Intercreditor Agreement. (e) Certain certificates of Borrower including: (i) A Certificate i. An "Omnibus Certificate" of a Responsible Officer the Secretary or Assistant Secretary and of the Chairman of the Board or President or any Vice President of Borrower, which shall contain the names and signatures of the officers of Borrower authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) ii. a copy of resolutions duly adopted by the Board of Directors of Borrower and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) iii. a copy of the charter documents of Borrower and all amendments thereto, certified by the appropriate official of Borrower’s 's state of organization, and (3) iv. a copy of any bylaws of Borrower; (ii) ; and v. A “"Compliance Certificate” " of a Responsible Officer the chief financial officer, chief accounting officer, Treasurer or Vice-President Finance of Borrower, of even date with such Loan or such Letter of CreditLoan, in which such Responsible Officer certifies officers certify to the satisfaction of the conditions set out in subsections (a), (b), (c) and (ed) of Section 4.2; (iii) A “Perfection Certificate” in the form of Exhibit F; and (iv) A Borrowing Base Certificate3.2. (fd) Certificate A certificate (or certificates) of the due formation, valid existence and good standing of Borrower in its state of organization, issued by the appropriate authorities of such jurisdiction, and certificates of Borrower’s good standing and due qualification to do business, issued by appropriate officials in any states in which Borrower owns property subject to Security Documents. (ge) A favorable opinion of counsel for Borrower, substantially in the form set forth in Exhibit E. (f) Documents similar to those specified in subsections (e)(ic) and (fd) of this section with respect to each Subsidiary Guarantor and the execution by it of its guaranty of Borrower’s 's Obligations. (hg) A favorable opinion of Xxxxxxxx PC, Parent’s, Borrowers’ and Guarantors’ counselFee Letter. (i) The Initial Financial Statements. (j) A certificate by a Responsible Officer of Borrower, certifying the Initial Financial Statements delivered pursuant to clause (i) above are correct and complete in all material respects as of the date hereof. (k) Certificates or binders evidencing Restricted Persons’ insurance in effect on the date hereof. (l) A certificate by a Responsible Officer of parent certifying that the Senior Secured Notes Offering has occurred. (m) Payment of all commitment, facility, agency and other fees required to be paid to Lender pursuant to any Loan Documents or any commitment agreement heretofore entered into. (n) Borrower shall have delivered to Lender a certificate certifying that the documents attached thereto are true and correct copies of all material agreements then existing between a Restricted Person and another Restricted Person or between a Restricted Person and any Affiliate of any Restricted Person, including all waivers, supplements or amendments thereto, in each case, in the form existing on the Closing Date, and the terms thereof shall be reasonably satisfactory to Lender in form and substance. (o) Borrower shall have paid all fees required to be paid on or before the Closing Date to Lender pursuant to any Loan Document or any commitment agreement heretofore entered into. (p) All documents and instruments which Lender has then reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date.

Documents to be Delivered. No Lender has no any obligation to make its first Loan or to issue the first Letter of Credit, Advance unless Lender Agent shall have received all of the following, at Agent's office in Dallas, Texas, duly executed and delivered (as appropriate) and in form, substance and date satisfactory to LenderAgent: (a) This Agreement Each Note, the Guaranties and any other documents that Lender is to execute in connection herewiththe Subordination Agreement. (b) The Note. (c) Each Security Document described in An "Omnibus Certificate" of the Security Schedule. (d) The Intercreditor Agreement. (e) Certain certificates Secretary or Assistant Secretary and of Borrower including: (i) A Certificate the Chairman of a Responsible Officer the Board, President, Executive Vice President or Vice President- Finance of each of Borrower, Parent and DEOC, which shall contain the names and signatures of the officers of Borrower Borrower, Parent and DEOC authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1i) a copy copies of resolutions duly adopted by the Board Boards of Directors of Borrower Borrower, Parent and DEOC and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2ii) a copy of the charter documents of Borrower and all amendments thereto, certified by the appropriate official of Borrower’s state the State of organizationNevada, a copy of the charter of Parent and all amendments thereto, certified by the appropriate official of the State of Oklahoma, a copy of the charter of DEOC and all amendments thereto, certified by the appropriate official of the State of Oklahoma, and (3iii) a copy copies of any the bylaws of Borrower;, Parent and DEOC. (iic) A “certificate (or certificates) of the due organization, valid existence and good standing of Borrower in the State of Nevada, issued by the appropriate official of the State of Nevada, a similar "long-form" certificate with respect to Parent in the State of Oklahoma, and a similar certificate with respect to DEOC in the State of Oklahoma. (d) A "Compliance Certificate” " of a Responsible Officer the Chairman of the Board, President, or Executive Vice President and of the Vice President-Finance of each of Borrower, Parent and DEOC, of even date with such Loan or such Letter of Creditfirst Advance, in which such Responsible Officer certifies officers certify to the satisfaction of the conditions set out in subsections (a), (b), ) and (c) and (e) of Section 4.2; (iii) A “Perfection Certificate” in the form of Exhibit F; and (iv) A Borrowing Base Certificate3.2. (f) Certificate (or certificates) of the due formation, valid existence and good standing of Borrower in its state of organization, issued by the appropriate authorities of such jurisdiction, and certificates of Borrower’s good standing and due qualification to do business, issued by appropriate officials in any states in which Borrower owns property subject to Security Documents. (g) Documents similar to those specified in subsections (e)(i) and (f) of this section with respect to each Guarantor and the execution by it of its guaranty of Borrower’s Obligations. (h) A favorable opinion of Xxxxxxxx PC, Parent’s, Borrowers’ and Guarantors’ counsel. (i) The Initial Financial Statements. (j) A certificate by a Responsible Officer of Borrower, certifying the Initial Financial Statements delivered pursuant to clause (i) above are correct and complete in all material respects as of the date hereof. (k) Certificates or binders evidencing Restricted Persons’ insurance in effect on the date hereof. (l) A certificate by a Responsible Officer of parent certifying that the Senior Secured Notes Offering has occurred. (m) Payment of all commitment, facility, agency and other fees required to be paid to Lender pursuant to any Loan Documents or any commitment agreement heretofore entered into. (n) Borrower shall have delivered to Lender a certificate certifying that the documents attached thereto are true and correct copies of all material agreements then existing between a Restricted Person and another Restricted Person or between a Restricted Person and any Affiliate of any Restricted Person, including all waivers, supplements or amendments thereto, in each case, in the form existing on the Closing Date, and the terms thereof shall be reasonably satisfactory to Lender in form and substance. (o) Borrower shall have paid all fees required to be paid on or before the Closing Date to Lender pursuant to any Loan Document or any commitment agreement heretofore entered into. (p) All documents and instruments which Lender has then reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date.

Documents to be Delivered. Lender has no obligation to make its first Loan or to issue the first Letter of Credit, This Agreement shall not become ------------------------- effective unless Lender and until Administrative Agent shall have received all of the following, at the office of Administrative Agent or its counsel in Dallas or Houston, Texas, duly executed and delivered (as appropriate) and in form, substance and date satisfactory to LenderAdministrative Agent: (a) This Agreement and any other documents that Lender is to execute in connection herewithAgreement. (b) The Each Note., (c) Each Security Document described in the Security Schedule. (d) The Intercreditor Agreement. (e) Certain certificates of Borrower including: (i) A Certificate An "Omnibus Certificate" of a Responsible the Secretary and of the President or Chief Financial Officer of Borrower, which shall contain the names and signatures of the officers of Borrower authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Board of Directors of Borrower and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents of Borrower and all amendments thereto, certified by the appropriate official of Borrower’s 's state of organization, and (3) a copy of any bylaws of Borrower;; and (ii) A “"Compliance Certificate” " of a Responsible the President or Chief Executive Officer and of the Chief Financial Officer of Borrower, of even date with such Loan or such Letter of CreditAdvance, in which such Responsible Officer certifies officers certify to the satisfaction of the conditions set out in subsections (a), (b), (c) and (ed) of Section 4.2; (iii) A “Perfection Certificate” in the form of Exhibit F; and (iv) A Borrowing Base Certificate3.2. (fd) Certificate Copies of a certificate (or certificates) of the due formation, valid existence and good standing of Borrower in its state of organization, issued by the appropriate authorities of such jurisdiction. (e) Favorable opinions of (1) Xxxxxx and Xxxxx, LLP, counsel for the Related Persons, substantially in the form set forth in Exhibit D-1, and (2) Xxx Xxxx, special California counsel for Borrower, substantially in the form set forth in Exhibit D-2. (f) Copies of certificates of Borrower’s 's good standing and due qualification to do businessbusiness in Texas, issued by appropriate officials in any states in which Borrower owns property subject to Security DocumentsCalifornia and Louisiana. (g) Documents similar to those specified in subsections (e)(i) and (f) of this section with respect to each Guarantor and Each Security Document listed on the execution by it of its guaranty of Borrower’s ObligationsSecurity Schedule. (h) A favorable opinion of Xxxxxxxx PC, Parent’s, Borrowers’ and Guarantors’ counsel. (i) The Initial Financial Statements. (j) A certificate by a Responsible Officer of Borrower, certifying the Initial Financial Statements delivered pursuant to clause (i) above are correct and complete in all material respects as of the date hereof. (k) Certificates or binders evidencing Restricted Persons’ insurance in effect on the date hereof. (l) A certificate by a Responsible Officer of parent certifying that the Senior Secured Notes Offering has occurred. (m) Payment of all commitment, facility, agency and other fees required to be paid to Administrative Agent, Syndication Agent, Documentation Agent or any Lender pursuant to any Loan Documents or any commitment agreement heretofore entered intothe Fee Letters. (ni) Borrower shall have delivered to Lender a certificate certifying that the documents attached thereto are true Copies of any title abstracts, opinions or reports, if any, covering, and correct copies of all material agreements then existing between a Restricted Person any environmental reports, if any, prepared with respect to, any Oil and another Restricted Person or between a Restricted Person and any Affiliate of any Restricted Person, including all waivers, supplements or amendments thereto, in each case, in Gas Properties included within the form existing on the Closing Date, and the terms thereof shall be reasonably satisfactory to Lender in form and substanceCollateral. (o) Borrower shall have paid all fees required to be paid on or before the Closing Date to Lender pursuant to any Loan Document or any commitment agreement heretofore entered into. (p) All documents and instruments which Lender has then reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date.

Documents to be Delivered. No Lender has any obligation to ------------------------- make its first Revolving Loan, and Issuing Bank has no obligation to make its first Loan or to issue the first Letter of Credit, unless Lender Administrative Agent shall have received all of the following, following duly executed and delivered (as appropriate) in multiple counterparts for each Lender and in form, substance and date satisfactory to LenderAdministrative Agent: (a) This Agreement and any other documents that Lender is Lenders are to execute in connection herewith. (b) The Each Note. (c) Each Security Document described in the Security Schedule. (d) The Intercreditor Agreement. (e) Certain following certificates of Borrower includingBorrower: (i) A Certificate An "Omnibus Certificate" of a Responsible Officer the Secretary or Assistant Secretary of Borrower, as applicable, which shall contain the names and signatures of the officers of Borrower authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Board of Directors members of Borrower and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents Limited Liability Company Agreement of Borrower and all amendments thereto, certified by the appropriate official Secretary of Borrower’s state State of organizationDelaware, and (3) a copy of any bylaws the regulations of Borrower;; and (ii) A “"Compliance Certificate” " of a Responsible the Chief Financial Officer of Borrower, the Borrower of even date with such Loan or such Letter of Credit, in which such Responsible Officer officer certifies to the satisfaction of the conditions set out in subsections (a), (b), (c) and (ec) of Section 4.2; (iii) A “Perfection Certificate” in the form of Exhibit F; and (iv) A Borrowing Base Certificate. (fd) Certificate A certificate (or certificates) of the due formation, valid existence and good standing of Borrower in its state of organization, issued by the appropriate authorities of such jurisdiction. (e) A favorable opinion of Xxxxxx & Xxxxxx, L.L.P., counsel for the Related Persons, substantially in the form set forth in Exhibit F. --------- (f) An amendment to each Pledge Agreement, dated as of the date hereof, duly executed by Spinnaker Exploration Company or WP Spinnaker Holdings, Inc., as the case may be, together with the certificates, if any, evidencing the membership or other interests pledged pursuant to the Pledge Agreement, which certificates shall in each case be accompanied by undated powers of attorney duly executed in blank, or, if any securities pledged pursuant to a Pledge Agreement are uncertificated securities, confirmation and certificates evidence satisfactory to Administrative Agent that the security interest in such uncertificated securities has been transferred to and perfected by Administrative Agent in accordance with the Uniform Commercial Code, as in effect in the State of Borrower’s good standing and due qualification to do business, issued by appropriate officials in any states in which Borrower owns property subject to Security DocumentsTexas. (g) Documents similar to those specified in subsections (e)(i) An amendment and (f) restatement of this section with respect to each Guarantor and the execution by it of its guaranty of Borrower’s Obligations. (h) A favorable opinion of Xxxxxxxx PCGuaranty, Parent’s, Borrowers’ and Guarantors’ counsel. (i) The Initial Financial Statements. (j) A certificate by a Responsible Officer of Borrower, certifying the Initial Financial Statements delivered pursuant to clause (i) above are correct and complete in all material respects dated as of the date hereof. (k) Certificates or binders evidencing Restricted Persons’ insurance in effect on the date hereof. (l) A certificate , duly executed by Spinnaker Exploration Company, a Responsible Officer of parent certifying that the Senior Secured Notes Offering has occurred. (m) Payment of all commitment, facility, agency and other fees required to be paid to Lender pursuant to any Loan Documents or any commitment agreement heretofore entered into. (n) Borrower shall have delivered to Lender a certificate certifying that the documents attached thereto are true and correct copies of all material agreements then existing between a Restricted Person and another Restricted Person or between a Restricted Person and any Affiliate of any Restricted Person, including all waivers, supplements or amendments thereto, in each case, in the form existing on the Closing DateDelaware corporation, and the terms thereof WP Spinnaker Holdings, Inc., a Delaware corporation, and such favorable opinions of counsel as Administrative Agent shall be reasonably satisfactory to Lender in form and substancerequest. (o) Borrower shall have paid all fees required to be paid on or before the Closing Date to Lender pursuant to any Loan Document or any commitment agreement heretofore entered into. (p) All documents and instruments which Lender has then reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date.

Documents to be Delivered. This Agreement shall not be effective to amend or restate the Existing Agreement or govern the indebtedness, obligations or liabilities thereunder and no Lender has no any obligation to make its first Loan or Loan, and LC Issuer has no obligation to issue the first Letter of Credit, Credit unless Lender Administrative Agent shall have received all of the following, at Administrative Agent's office in Boston, Massachusetts, duly executed and delivered (as appropriate) and in form, substance and date satisfactory to LenderAdministrative Agent: (a) This Agreement and any other documents that Lender is Lenders are to execute in connection herewith. (b) The Each Note. (c) Each Security Document described listed in the Security Schedule. (d) The Intercreditor Agreement. (e) Certain certificates of Borrower including: (i) A Certificate An "Omnibus Certificate" of a Responsible Officer the secretary and of Borrowerthe president of General Partner, which shall contain the names and signatures of the officers of Borrower General Partner authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Board of Directors of Borrower General Partner and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents of Borrower each Restricted Person and all amendments thereto, certified by the appropriate official of Borrower’s such Restricted Person's state of organization, and (3) a copy of any bylaws or agreement of Borrower;limited partnership of each Restricted Person; and (ii) A “Compliance Certificate” certificate of a Responsible Officer the president and of Borrowerthe chief financial officer of General Partner, of even date with such Loan or such Letter of Credit, in which such Responsible Officer certifies to the regarding satisfaction of the conditions set out in subsections (a), (b), (c) and Section 4.2. (e) of Section 4.2; (iii) A “Perfection Certificate” in the form of Exhibit F; and (iv) A Borrowing Base Certificate. (f) Certificate certificate (or certificates) of the due formation, valid existence and good standing of Borrower each Restricted Person in its respective state of organization, issued by the appropriate authorities of such jurisdiction, and certificates of Borrower’s each Restricted Person's good standing and due qualification to do business, issued by appropriate officials in any states in which Borrower such Restricted Person owns property subject to Security Documents. (gf) Documents similar to those specified in subsections (e)(id)(i) and (fe) of this section with respect to each Guarantor and the execution by it of its guaranty of Borrower’s 's Obligations. (hg) A favorable opinion of Xxxxxxx Xxxxxxxxx, Esq., General Counsel for Restricted Persons, substantially in the form set forth in Exhibit G-1, Fulbright & Xxxxxxxx PCL.L.P., Parent’sspecial Texas and New York counsel to Restricted Persons, Borrowers’ substantially in the form set forth in Exhibit G-2, Xxxxxxx & Xxxxx L.L.P., special counsel to Restricted Persons, substantially in the form of Exhibit G-3, and Guarantors’ counsellocal counsel for the states of Arizona, California, New Mexico and Oklahoma satisfactory to Administrative Agent. (ih) The Initial Financial Statements. (j) A certificate by a Responsible Officer of Borrower, certifying the Initial Financial Statements delivered pursuant to clause (i) above are correct and complete in all material respects as of the date hereof. (k) Certificates or binders evidencing Restricted Persons’ ' insurance in effect on the date hereof. (lj) Copies of such permits and approvals regarding the property and business of Restricted Persons as Administrative Agent may request. (k) A certificate signed by a Responsible Officer the chief executive officer of parent General Partner in form and detail acceptable to Administrative Agent confirming the insurance that is in effect as of the date hereof and certifying that such insurance is customary for the Senior Secured Notes Offering has occurredbusinesses conducted by Restricted Persons and is in compliance with the requirements of this Agreement. (ml) Payment of all commitment, facility, agency and other fees required to be paid to any Lender pursuant to any Loan Documents or any commitment agreement heretofore entered into. (nm) Borrower shall have delivered The Intercreditor Agreement with the lenders party to Lender a certificate certifying that the documents attached thereto are true and correct copies of all material agreements then existing between a Restricted Person and another Restricted Person or between a Restricted Person and any Affiliate of any Restricted Person, including all waivers, supplements or amendments thereto, in each case, All American Agreement in the form existing on the Closing Date, and the terms thereof shall be reasonably satisfactory to Lender in form and substanceof Exhibit K hereto. (o) Borrower shall have paid all fees required to be paid on or before the Closing Date to Lender pursuant to any Loan Document or any commitment agreement heretofore entered into. (p) All documents and instruments which Lender has then reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date.

Documents to be Delivered. No Lender has no any obligation to make its first Loan or Loan, and LC Issuer has no obligation to issue the first Letter of Credit, unless Lender Agent shall have received all of the following, at Agent’s office in Houston, Texas, duly executed and delivered (as appropriate) and in form, substance and date reasonably satisfactory to LenderAgent, the Lenders and their counsel: (a) This Agreement and any other documents that Lender is to execute in connection herewithAgreement. (b) The Each Revolving Note and the Swingline Note. (c) Each Security Document described in A Guaranty executed by each Guarantor existing on the Security Scheduledate hereof. (d) The Intercreditor AgreementEach Security Document listed on Schedule 4.1. (e) Certain The following certificates of Borrower includingand, as appropriate, the Subsidiaries: (i) A Certificate An “Omnibus Certificate” of a Responsible Officer the Secretary or Assistant Secretary of BorrowerBorrower and each Guarantor, which shall contain the names and signatures of the officers of Borrower and each Guarantor authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Board of Directors of Borrower and each Guarantor and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents of Borrower and each Guarantor and all amendments thereto, certified by the appropriate official of Borrowersuch party’s state of organization, and (3) a copy of any the bylaws of Borrower;Borrower and each Guarantor; and (ii) A “Compliance Closing Certificate” of a Responsible Officer the chief financial officer of Borrower, as of even date with such Loan or such Letter of Creditthe Closing Date, in which such Responsible Officer certifies to the satisfaction of certifying that (A) the conditions set out in subsections (a), (b), ) and (c) of Section 4.2 have been satisfied and (eB) the Initial Financial Statements of Section 4.2; (iii) A “Perfection Certificate” in Borrower delivered to Agent fairly present the form Consolidated financial position for the periods covered thereby, as of Exhibit F; and (iv) A Borrowing Base Certificatethe date of such Initial Financial Statements. (f) Certificate (or certificates) A certificate of the due formation, valid existence and good standing of for Borrower in its state of organization, issued by the appropriate authorities Secretary of such jurisdictionState of Delaware, and certificates a certificate of Borrower’s good standing and due qualification to do business, business for Borrower issued by appropriate officials in any states in which the Secretary of State of Texas, and a certificate of account status for Borrower owns property subject to Security Documentsissued by the Texas Comptroller of Public Accounts. (g) Documents similar A favorable opinion of (i) Xxxxxxxxx LLP, counsel for Restricted Persons, in form and substance reasonably satisfactory to those specified in subsections (e)(i) Agent; and (fii) of this section with respect Xxxxx XxXxxxx, in-house counsel for Restricted Persons, in form and substance reasonably satisfactory to each Guarantor and the execution by it of its guaranty of Borrower’s ObligationsAgent. (h) A favorable opinion of Xxxxxxxx PC, Parent’s, Borrowers’ and Guarantors’ counsel. (i) The Initial Financial Statements. (j) A certificate by a Responsible Officer of Borrower, certifying the Initial Financial Statements delivered pursuant to clause (i) above are correct and complete in all material respects as The certificate or certificates of the date hereofinsurance required by Section 6.8. (k) Certificates or binders evidencing Restricted Persons’ insurance in effect on the date hereof. (l) A certificate by a Responsible Officer of parent certifying that the Senior Secured Notes Offering has occurred. (mj) Payment of all commitmentfees including all Commitment Fees, facilityupfront, agency Agent, and other Lead Arranger fees required to be paid to any Lender or any other Party pursuant to any Loan Documents or any commitment agreement heretofore entered intoDocuments. (nk) Borrower shall have delivered to Lender a certificate certifying that the documents attached thereto are true and correct copies of all material agreements then existing between a Restricted Person and another Restricted Person or between a Restricted Person and any Affiliate of any Restricted Person, including all waivers, supplements or amendments thereto, in each case, in the form existing on the Closing Date, and the terms thereof shall be reasonably satisfactory to Lender in form and substance. (o) Borrower shall have paid all fees required to be paid on or before the Closing Date to Lender pursuant to any Loan Document or any commitment agreement heretofore entered into. (p) All Such other documents and instruments which Lender has then as Agent and its counsel may reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and daterequire.

Documents to be Delivered. No Lender has no any obligation to make its first Initial Loan or to issue distribute the first Letter of Credit, Escrowed Funds to Escrow Agent unless such Lender shall have received all of the following, at such Lender's office as set forth on the Lenders Schedule, duly executed and delivered (as appropriate) and in form, substance and date satisfactory to LenderMajority Lenders: (a) This Agreement and any other documents that Lender is to execute in connection herewithAgreement. (b) The NoteNotes. (c) Each Security Document described listed in the Security Schedule. (d) The Intercreditor Agreement. (e) Certain certificates of Borrower the Company including: (i) A Certificate i. An "Omnibus Certificate" of a Responsible Officer the Secretary and of Borrowerthe Chairman of the Board or President of the Company, which shall contain the names and signatures of the officers of Borrower the Company authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Board of Directors of Borrower the Company and in full force and effect at the time this Agreement is entered into, authorizing the execution of this Agreement and the other Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents of Borrower the Company and all amendments thereto, certified by the appropriate official of Borrower’s the Company's state of organization, and (3) a copy of any bylaws of Borrower;the Company; and (ii) . A “"Compliance Certificate” " of a Responsible Officer the Chairman of Borrowerthe Board or President and of the chief financial officer of the Company, of even date with such Loan or such Letter of Creditthe Loan, in which such Responsible Officer certifies officers certify to the satisfaction of the conditions set out in subsections (a), (b), (c) and (ed) of Section 4.2; (iii) A “Perfection Certificate” in the form of Exhibit F; and (iv) A Borrowing Base Certificate. (fe) Certificate (or certificates) of the due formation, valid existence and good standing of Borrower the Company in its state of organization, issued by the appropriate authorities of such jurisdiction, and certificates of Borrower’s the Company's good standing and or due qualification to do business, issued by appropriate officials in any states in which Borrower the Company owns property subject to Security Documents. (g) Documents similar to those specified in subsections (e)(i) and (f) of this section with respect An opinion dated the Closing Date and addressed to each Guarantor Lender from independent counsel to the Company, satisfactory to Lenders and their counsel, covering such matters relative to the execution by it of its guaranty of Borrower’s ObligationsCompany and relevant to the transactions contemplated hereby as Lenders or their counsel may reasonably request. (h) A favorable opinion of Xxxxxxxx PC, Parent’s, Borrowers’ and Guarantors’ counsel. (ig) The Initial Financial Statements. (j) A certificate by a Responsible Officer of Borrower, certifying the Initial Financial Statements delivered pursuant to clause (i) above are correct and complete in all material respects as of the date hereof. (kh) Certificates or binders evidencing Restricted Persons’ the Company's insurance in effect on the date hereof. (i) Documents (i) confirming the payment in full of all Indebtedness under the Existing Credit Facility, (ii) releasing and terminating all Liens on any of the Company's property securing such Indebtedness (or assigning such Liens to the Lenders), and (iii) terminating the Existing Credit Facility, each in form and substance satisfactory to Majority Lenders. (j) A warrant agreement, duly executed by the Company and substantially in the form as set forth in Exhibit C (the "Warrant"). (k) A registration rights agreement substantially in the form as set forth in Exhibit D (the "Registration Rights Agreement"). (l) A certificate letter agreement executed by a Responsible Officer Jxxxx X. Xxxxxx, Dxxxxxx X. Xxxxxx, P. Axxx Xxxxxxx and Woodcrest Capital L.L.C. for the benefit of parent certifying that the Senior Secured Notes Offering has occurred. (m) Payment of all commitment, facility, agency and other fees required Lenders relating to be paid to Lender pursuant to any Loan Documents or any commitment agreement heretofore entered into. (n) Borrower shall have delivered to Lender a certificate certifying that the documents attached thereto are true and correct copies of all material agreements then existing between a Restricted Person and another Restricted Person or between a Restricted Person and any Affiliate of any Restricted Person, including all waivers, supplements or amendments thereto, in each case, in the form existing restrictions on the Closing Date, and sales of shares of the terms thereof shall be reasonably satisfactory to Lender in form and substancecommon stock of Borrower owned by such Persons (the "Letter Agreement"). (o) Borrower shall have paid all fees required to be paid on or before the Closing Date to Lender pursuant to any Loan Document or any commitment agreement heretofore entered into. (p) All documents and instruments which Lender has then reasonably requested, in addition to those described in this Section 4.1. All such additional documents and instruments shall be reasonably satisfactory to Lender in form, substance and date.