Common use of Limited Waiver Clause in Contracts

Limited Waiver. (a) The Borrower failed to deliver the Borrowing Base Certificate relating to March 2010 (the “March 2010 Borrowing Base Certificate”) to the Administrative Agent by April 15, 2010 as required pursuant to Section 7.03(n) (Borrowing Base Certificate) of the Credit Agreement. Such failure constituted (i) a Default until May 15, 2010 and (ii) an Event of Default from May 15, 2010 until such failure was cured on May 17, 2010. The Borrower failed to deliver the notice of such Default to the Administrative Agent by April 20, 2010 as required pursuant to Section 7.03(e) (Notice of Default or Event of Default) of the Credit Agreement. Such failure constituted an Event of Default until such failure was cured on April 26, 2010. Pursuant to Section 3.06(b) (Default Interest Rate) of the Credit Agreement, the Borrower was required to pay interest on the Loans at the rate that would otherwise be applicable thereto plus two percent (2%) per annum (such two percent (2%) per annum is hereinafter referred to as “Default Interest”) while any such Event of Default was continuing. (b) The Borrower failed to deliver the Borrowing Base Certificate relating to April 2010 (the “April 2010 Borrowing Base Certificate”) to the Administrative Agent by May 15, 2010 as required pursuant to Section 7.03(n) (Borrowing Base Certificate) of the Credit Agreement. Such failure constituted a Default until such failure was cured on May 17, 2010. (c) The Borrower has requested that the Lenders waive each such Default and Event of Default and all Default Interest with respect thereto. (d) The Lenders agree to waive each such Default and Event of Default and all Default Interest with respect thereto. (e) The Lenders agree to waive any mandatory prepayment requirement arising under Section 3.10(d) (Mandatory Prepayment) of the Credit Agreement with respect to the March 2010 Borrowing Base Certificate and the April 2010 Borrowing Base Certificate.

Limited Waiver. 2.01 The undersigned Lenders (arepresenting at least the Required Lenders) The Borrower failed hereby waive (subject to deliver the Borrowing Base Certificate relating to March 2010 terms and conditions hereof), for the Limited Waiver Period only, the Specified Events of Default (the waiver granted in this sentence is referred to below as the “March 2010 Borrowing Base CertificateLimited Waiver”). (For the avoidance of doubt, the Required Lenders shall not have the right to impose during the Limited Waiver Period the additional 2% default rate(s) to the Administrative Agent by April 15, 2010 as required pursuant to Section 7.03(n) (Borrowing Base Certificateunder Sections 4.1 or 5.2(a) of the Credit AgreementAgreement by reason of the Specified Events of Default but shall have the right to do so upon the occurrence and during the continuance of any other Event of Default.) The Limited Waiver is limited solely to the Specified Events of Default and shall not apply to any other Events of Default and is also limited solely to the Limited Waiver Period and shall not extend to any period beyond the Limited Waiver Period. Such failure constituted Without limiting the generality of the immediately preceding sentence, the Borrowers (and other Credit Parties) hereby acknowledge and agree that (i) a Default until May 15the Limited Waiver does not apply to any breach of Sections 11.14.1, 2010 11.14.2 or 11.14.3 of the Credit Agreement other than the breach of Section 11.14.1 for the Computation Periods ending March 31, 2009 and June 30, 2009, the breach of Section 11.14.2 for the Computation Period ending June 30, 2009, and the breach of Section 11.4.3 as of the last day of the Computation Periods ending March 31, 2009 and June 30, 2009 and (ii) an Event after the Limited Waiver Period, the Specified Events of Default from May 15, 2010 until shall (unless otherwise hereafter waived in writing by the Required Lenders (it being understood and agreed that any such failure was cured on May 17, 2010. The Borrower failed waiver would be at the sole and absolute discretion of the Required Lenders and no Lender has any obligation to deliver grant such waiver)) exist and be continuing Events of Default for all purposes and the notice of such Default to Lenders and the Administrative Agent by April 20, 2010 as required pursuant shall have the right at any time (including immediately) to Section 7.03(e) (Notice exercise any or all of their respective rights and remedies under the Loan Documents and under applicable law with respect to any of the Specified Events of Default including without limitation the right to impose the default rates under Section 4.1 or Event of Default) of the Credit Agreement. Such failure constituted an Event of Default until such failure was cured on April 26, 2010. Pursuant to Section 3.06(b) (Default Interest Rate5.2(a) of the Credit Agreement, accelerate any or all the Borrower was required Loans or other Obligations, refuse to pay interest make any additional Revolving Loans or to issue any additional Letters of Credit, terminate the Commitments, immediately enforce any and all Obligations and/or realize on the Loans at Collateral. Each of the rate that would otherwise be applicable thereto plus two percent Borrowers and the other Credit Parties hereby consents to, and acknowledges the availability of, each and every right and remedy set forth in the Credit Agreement, the Guaranty and Collateral Agreement and the other Loan Documents with respect to (2%i) per annum the Specified Events of Default after the Limited Waiver Period and (such two percent (2%ii) per annum is hereinafter referred to as “Default Interest”) while any such Event of Default was continuing. (b) The Borrower failed to deliver other than the Borrowing Base Certificate relating to April 2010 (the “April 2010 Borrowing Base Certificate”) to the Administrative Agent by May 15, 2010 as required pursuant to Section 7.03(n) (Borrowing Base Certificate) of the Credit Agreement. Such failure constituted a Default until such failure was cured on May 17, 2010. (c) The Borrower has requested that the Lenders waive each such Default and Event Specified Events of Default and all Default Interest with respect theretoat any time. (d) The Lenders agree to waive each such Default and Event of Default and all Default Interest with respect thereto. (e) The Lenders agree to waive any mandatory prepayment requirement arising under Section 3.10(d) (Mandatory Prepayment) of the Credit Agreement with respect to the March 2010 Borrowing Base Certificate and the April 2010 Borrowing Base Certificate.

Limited Waiver. (a) The Borrower failed to deliver the Borrowing Base Certificate relating to March 2010 (the “March 2010 Borrowing Base Certificate”) to the Administrative Agent by April 15, 2010 as required pursuant (i) waives any Default or Event of Default that may exist due to a violation of Section 7.03(n) (Borrowing Base Certificate) 6.4 of the Credit Agreement. Such Agreement on account of the Borrower’s failure constituted (i) a Default until May 15to file its 2011 10-K by April 16, 2010 2012 so long as the Borrower files such 10-K on or before October 31, 2012, and (ii) an Event acknowledges that the representation in Section 5.12 of Default from May 15the Credit Agreement may not be true and correct on any day on or after April 16, 2010 until such 2012 and on or before October 31, 2012 on account of the Borrower’s failure was cured to file its 2011 10-K on May 17or before April 16, 20102012. The Borrower failed to deliver acknowledges that the notice waivers and acknowledgements of such Default to the Administrative Agent by April 20, 2010 as required pursuant to Section 7.03(e) (Notice of Default or Event of Default) of the Credit Agreement. Such failure constituted an Event of Default until such failure was cured on April 26, 2010. Pursuant to Section 3.06(b) (Default Interest Rate) of the Credit Agreement, set forth above shall terminate if the Borrower was required to pay interest does not file its 10-K on the Loans at the rate that would otherwise be applicable thereto plus two percent (2%) per annum (such two percent (2%) per annum is hereinafter referred to as “Default Interest”) while any such Event of Default was continuingor before October 31, 2012. (b) The Administrative Agent (i) waives any Default or Event of Default that may exist due to a violation of Section 6.4 of the Credit Agreement on account of the Borrower’s failure to file its 10-Q for the first fiscal quarter of 2012 by May 21, 2012 so long as the Borrower failed files such 10-Q on or before October 31, 2012, and (ii) acknowledges that the representation in Section 5.12 of the Credit Agreement may not be true and correct on any day on or after May 21, 2012 and on or before October 31, 2012 on account of the Borrower’s failure to deliver file its 10-Q for the Borrowing Base Certificate relating to April 2010 (first fiscal quarter of 2012 on or before May 21, 2012. Borrower acknowledges that the “April 2010 Borrowing Base Certificate”) to waivers and acknowledgements of the Administrative Agent by May 15set forth above shall terminate if the Borrower does not file its 10-Q for the first fiscal quarter of 2012 on or before October 31, 2010 as required pursuant to Section 7.03(n) (Borrowing Base Certificate) of the Credit Agreement. Such failure constituted a Default until such failure was cured on May 17, 20102012. (c) The Borrower has requested that the Lenders waive each such Administrative Agent (i) waives any Default and or Event of Default and all Default Interest with respect thereto. (d) The Lenders agree that may exist due to waive each such Default and Event a violation of Default and all Default Interest with respect thereto. (e) The Lenders agree to waive any mandatory prepayment requirement arising under Section 3.10(d) (Mandatory Prepayment) 6.4 of the Credit Agreement with respect on account of the Borrower’s failure to file its 10-Q for the March 2010 Borrowing Base Certificate second fiscal quarter of 2012 by August 20, 2012 so long as the Borrower files such 10-Q on or before October 31, 2012, and (ii) acknowledges that the April 2010 Borrowing Base Certificaterepresentation in Section 5.12 of the Credit Agreement may not be true and correct on any day on or after August 20, 2012 and on or before October 31, 2012 on account of the Borrower’s failure to file its 10-Q for the second fiscal quarter of 2012 on or before August 20, 2012. Borrower acknowledges that the waivers and acknowledgements of the Administrative Agent set forth above shall terminate if the Borrower does not file its 10-Q for the second fiscal quarter of 2012 on or before October 31, 2012.

Limited Waiver. The Borrower has informed the Administrative Agent and the Lenders it may enter into one or more Swap Agreements in excess of the 95% limit set forth in Section 9.18(a)(i) of the Credit Agreement in connection with the signing of the PSAs. The Borrower has requested, and the Administrative Agent and the Majority Lenders hereby agree to grant, a waiver of the limitations in Section 9.18(a)(i) to allow the Borrower to enter into Swap Agreements for a tenor of not more than sixty (60) months and for which the notional volumes of which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) do not exceed, as of the date such Swap Agreement is executed, (a) The on or before December 31, 2012, 5,000 barrels of production per day and (b) after December 31 2012, 90% of (i) the reasonably anticipated production from the Borrower’s existing proved, developed, producing Oil and Gas Properties (based upon the most recently delivered Reserve Report) and (ii) the reasonably anticipated production from the proved, developed, producing oil and gas properties to be acquired by the Borrower failed pursuant to deliver the PSAs; provided that, if the Closing has not occurred by January 31, 2012 (the “Termination Date”) then, on or before the date that is sixty (60) days after the Termination Date, (A) the Borrower shall, and the Borrower hereby agrees to, unwind and/or terminate any Swap Agreement that would have been in breach of Section 9.18(a)(i) if not for the terms of this First Amendment, and the Borrowing Base Certificate relating to March 2010 (the “March 2010 Borrowing Base Certificate”) to the Administrative Agent by April 15, 2010 as required shall be reduced pursuant to Section 7.03(n2.07(e) and (Borrowing Base CertificateB) the Borrower shall be back in compliance with the limitation set forth in Section 9.18(a)(i) of the Credit Agreement. Such failure constituted (i) a Default until May 15, 2010 and (ii) an Event of Default from May 15, 2010 until such failure was cured on May 17, 2010. The Borrower failed to deliver the notice of such Default to the Administrative Agent by April 20, 2010 as required pursuant to Section 7.03(e) (Notice of Default or Event of Default) of the Credit Agreement. Such failure constituted an Event of Default until such failure was cured on April 26, 2010. Pursuant to Section 3.06(b) (Default Interest Rate) of the Credit Agreement, the Borrower was required to pay interest on the Loans at the rate that would otherwise be applicable thereto plus two percent (2%) per annum (such two percent (2%) per annum is hereinafter referred to as “Default Interest”) while any such Event of Default was continuing. (b) The Borrower failed to deliver the Borrowing Base Certificate relating to April 2010 (the “April 2010 Borrowing Base Certificate”) to the Administrative Agent by May 15, 2010 as required pursuant to Section 7.03(n) (Borrowing Base Certificate) of the Credit Agreement. Such failure constituted a Default until such failure was cured on May 17, 2010. (c) The Borrower has requested that the Lenders waive each such Default and Event of Default and all Default Interest with respect thereto. (d) The Lenders agree to waive each such Default and Event of Default and all Default Interest with respect thereto. (e) The Lenders agree to waive any mandatory prepayment requirement arising under Section 3.10(d) (Mandatory Prepayment) of the Credit Agreement with respect to the March 2010 Borrowing Base Certificate and the April 2010 Borrowing Base Certificate.

Limited Waiver. (a) The Borrower failed to deliver the Borrowing Base Certificate relating to March 2010 (the “March 2010 Borrowing Base Certificate”) to the Administrative Agent by April 15, 2010 as required pursuant (i) waives any Default or Event of Default that may exist due to a violation of Section 7.03(n) (Borrowing Base Certificate) 6.4 of the Credit Agreement. Such Agreement on account of the Borrower’s failure constituted (i) a Default until May 15to file its 2011 10-K by April 16, 2010 2012 so long as the Borrower files such 10-K on or before September 30, 2012, and (ii) an Event acknowledges that the representation in Section 5.12 of Default from May 15the Credit Agreement may not be true and correct on any day on or after April 16, 2010 until such 2012 and on or before September 30, 2012 on account of the Borrower’s failure was cured to file its 2011 10-K on May 17or before April 16, 20102012. The Borrower failed to deliver acknowledges that the notice waivers and acknowledgements of such Default to the Administrative Agent by April 20, 2010 as required pursuant to Section 7.03(e) (Notice of Default or Event of Default) of the Credit Agreement. Such failure constituted an Event of Default until such failure was cured on April 26, 2010. Pursuant to Section 3.06(b) (Default Interest Rate) of the Credit Agreement, set forth above shall terminate if the Borrower was required to pay interest does not file its 10-K on the Loans at the rate that would otherwise be applicable thereto plus two percent (2%) per annum (such two percent (2%) per annum is hereinafter referred to as “Default Interest”) while any such Event of Default was continuingor before September 30, 2012. (b) The Administrative Agent (i) waives any Default or Event of Default that may exist due to a violation of Section 6.4 of the Credit Agreement on account of the Borrower’s failure to file its 10-Q for the first fiscal quarter of 2012 by May 21, 2012 so long as the Borrower failed files such 10-Q on or before September 30, 2012, and (ii) acknowledges that the representation in Section 5.12 of the Credit Agreement may not be true and correct on any day on or after May 21, 2012 and on or before September 30, 2012 on account of the Borrower’s failure to deliver file its 10-Q for the Borrowing Base Certificate relating to April 2010 (first fiscal quarter of 2012 on or before May 21, 2012. Borrower acknowledges that the “April 2010 Borrowing Base Certificate”) to waivers and acknowledgements of the Administrative Agent by May 15set forth above shall terminate if the Borrower does not file its 10-Q for the first fiscal quarter of 2012 on or before September 30, 2010 as required pursuant to Section 7.03(n) (Borrowing Base Certificate) of the Credit Agreement. Such failure constituted a Default until such failure was cured on May 17, 20102012. (c) The Borrower has requested that the Lenders waive each such Administrative Agent (i) waives any Default and or Event of Default and all Default Interest with respect thereto. (d) The Lenders agree that may exist due to waive each such Default and Event a violation of Default and all Default Interest with respect thereto. (e) The Lenders agree to waive any mandatory prepayment requirement arising under Section 3.10(d) (Mandatory Prepayment) 6.4 of the Credit Agreement with respect on account of the Borrower’s failure to file its 10-Q for the March 2010 Borrowing Base Certificate second fiscal quarter of 2012 by August 20, 2012 so long as the Borrower files such 10-Q on or before September 30, 2012, and (ii) acknowledges that the April 2010 Borrowing Base Certificaterepresentation in Section 5.12 of the Credit Agreement may not be true and correct on any day on or after August 20, 2012 and on or before September 30, 2012 on account of the Borrower’s failure to file its 10-Q for the second fiscal quarter of 2012 on or before August 20, 2012. Borrower acknowledges that the waivers and acknowledgements of the Administrative Agent set forth above shall terminate if the Borrower does not file its 10-Q for the second fiscal quarter of 2012 on or before September 30, 2012.

Limited Waiver. (a) The Borrower failed to deliver the Borrowing Base Certificate relating to March 2010 (the “March 2010 Borrowing Base Certificate”) to the Administrative Agent by April 15, 2010 as required pursuant (i) waives any Default or Event of Default that may exist due to a violation of Section 7.03(n) (Borrowing Base Certificate) 6.4 of the Credit Agreement. Such Agreement on account of the Borrower’s failure constituted (i) a Default until to file its 2011 10-K by April 16, 2012 so long as the Borrower files such 10-K on or before May 1531, 2010 2012, and (ii) an Event acknowledges that the representation in Section 5.12 of Default from the Credit Agreement may not be true and correct on any day on or after April 16, 2012 and on or before May 1531, 2010 until such 2012 on account of the Borrower’s failure was cured to file its 2011 10-K on or before April 16, 2012. Borrower acknowledges that the waivers and acknowledgements of the Bank set forth above shall terminate if the Borrower does not file its 10-K on or before May 1731, 20102012. The Borrower failed to deliver Notwithstanding the notice of such Default to foregoing, the Administrative Agent by April 20, 2010 as required pursuant to Section 7.03(e) (Notice of Default or Event of Default) of the Credit Agreement. Such failure constituted an Event of Default until such failure was cured on April 26, 2010. Pursuant to Section 3.06(b) (Default Interest Rate) of the Credit Agreement, understands that the Borrower was required does not acknowledge that its failure to pay interest on the Loans at the rate that would otherwise file a 10-K could reasonably be applicable thereto plus two percent (2%) per annum (such two percent (2%) per annum is hereinafter referred expected to as “Default Interest”) while any such Event of Default was continuinghave a Material Adverse Effect. (b) The Borrower failed to deliver the Borrowing Base Certificate relating to April 2010 (the “April 2010 Borrowing Base Certificate”) to the Administrative Agent by May 15, 2010 as required pursuant to Section 7.03(n(i) (Borrowing Base Certificate) of the Credit Agreement. Such failure constituted a waives any Default until such failure was cured on May 17, 2010. (c) The Borrower has requested that the Lenders waive each such Default and or Event of Default and all Default Interest with respect thereto. (d) The Lenders agree that may exist due to waive each such Default and Event a violation of Default and all Default Interest with respect thereto. (e) The Lenders agree to waive any mandatory prepayment requirement arising under Section 3.10(d) (Mandatory Prepayment) 6.4 of the Credit Agreement with respect in the event of the Borrower’s failure to file its 10-Q for the March 2010 Borrowing Base Certificate first fiscal quarter of 2012 by May 21, 2012 so long as the Borrower files such 10-Q on or before May 31, 2012, and (ii) acknowledges that the April 2010 Borrowing Base Certificaterepresentation in Section 5.12 of the Credit Agreement may not be true and correct on any day on or after May 21, 2012 and on or before May 31, 2012 in the event of the Borrower’s failure to file its 10-Q for the first fiscal quarter of 2012 on or before May 21, 2012. Borrower acknowledges that the waivers and acknowledgements of the Bank set forth above shall terminate if the Borrower does not file its 10-Q for the first fiscal quarter of 2012 on or before May 31, 2012. Notwithstanding the foregoing, the Administrative Agent understands that the Borrower does not acknowledge that its failure to file a 10-Q for the first fiscal quarter of 2012 could reasonably be expected to have a Material Adverse Effect.

Limited Waiver. (a) The Borrower failed to deliver the Borrowing Base Certificate relating to March 2010 (the “March 2010 Borrowing Base Certificate”) to the Administrative Agent by April 15, 2010 as required pursuant (i) waives any Default or Event of Default that may exist due to a violation of Section 7.03(n) (Borrowing Base Certificate) 6.4 of the Credit Agreement. Such Agreement on account of the Borrower’s failure constituted (i) a Default until May 15to file its 2011 10-K by April 16, 2010 2012 so long as the Borrower files such 10-K on or before June 30, 2012, and (ii) an Event acknowledges that the representation in Section 5.12 of Default from May 15the Credit Agreement may not be true and correct on any day on or after April 16, 2010 until such 2012 and on or before June 30, 2012 on account of the Borrower’s failure was cured to file its 2011 10-K on May 17or before April 16, 20102012. The Borrower failed to deliver acknowledges that the notice waivers and acknowledgements of such Default to the Bank set forth above shall terminate if the Borrower does not file its 10-K on or before June 30, 2012. Notwithstanding the foregoing, the Administrative Agent by April 20, 2010 as required pursuant to Section 7.03(e) (Notice of Default or Event of Default) of the Credit Agreement. Such failure constituted an Event of Default until such failure was cured on April 26, 2010. Pursuant to Section 3.06(b) (Default Interest Rate) of the Credit Agreement, understands that the Borrower was required does not acknowledge that its failure to pay interest on the Loans at the rate that would otherwise file a 10-K could reasonably be applicable thereto plus two percent (2%) per annum (such two percent (2%) per annum is hereinafter referred expected to as “Default Interest”) while any such Event of Default was continuinghave a Material Adverse Effect. (b) The Borrower failed to deliver the Borrowing Base Certificate relating to April 2010 (the “April 2010 Borrowing Base Certificate”) to the Administrative Agent by May 15, 2010 as required pursuant to Section 7.03(n(i) (Borrowing Base Certificate) of the Credit Agreement. Such failure constituted a waives any Default until such failure was cured on May 17, 2010. (c) The Borrower has requested that the Lenders waive each such Default and or Event of Default and all Default Interest with respect thereto. (d) The Lenders agree that may exist due to waive each such Default and Event a violation of Default and all Default Interest with respect thereto. (e) The Lenders agree to waive any mandatory prepayment requirement arising under Section 3.10(d) (Mandatory Prepayment) 6.4 of the Credit Agreement with respect on account of the Borrower’s failure to file its 10-Q for the March 2010 Borrowing Base Certificate first fiscal quarter of 2012 by May 21, 2012 so long as the Borrower files such 10-Q on or before June 30, 2012, and (ii) acknowledges that the April 2010 Borrowing Base Certificaterepresentation in Section 5.12 of the Credit Agreement may not be true and correct on any day on or after May 21, 2012 and on or before June 30, 2012 on account of the Borrower’s failure to file its 10-Q for the first fiscal quarter of 2012 on or before May 21, 2012. Borrower acknowledges that the waivers and acknowledgements of the Bank set forth above shall terminate if the Borrower does not file its 10-Q for the first fiscal quarter of 2012 on or before June 30, 2012. Notwithstanding the foregoing, the Administrative Agent understands that the Borrower does not acknowledge that its failure to file a 10-Q for the first fiscal quarter of 2012 could reasonably be expected to have a Material Adverse Effect.

Limited Waiver. (a) The Borrower failed to deliver the Borrowing Base Certificate relating to March 2010 (the “March 2010 Borrowing Base Certificate”) to the Administrative Agent by April 15, 2010 as required pursuant (i) waives any Default or Event of Default that may exist due to a violation of Section 7.03(n) (Borrowing Base Certificate) 6.4 of the Credit Agreement. Such Agreement on account of the Borrower’s failure constituted (i) a Default until May 15to file its 2011 10-K by April 16, 2010 2012 so long as the Borrower files such 10-K on or before November 16, 2012, and (ii) an Event acknowledges that the representation in Section 5.12 of Default from May 15the Credit Agreement may not be true and correct on any day on or after April 16, 2010 until such 2012 and on or before November 16, 2012 on account of the Borrower’s failure was cured to file its 2011 10-K on May 17or before April 16, 20102012. The Borrower failed to deliver acknowledges that the notice waivers and acknowledgements of such Default to the Administrative Agent by April 20, 2010 as required pursuant to Section 7.03(e) (Notice of Default or Event of Default) of the Credit Agreement. Such failure constituted an Event of Default until such failure was cured on April 26, 2010. Pursuant to Section 3.06(b) (Default Interest Rate) of the Credit Agreement, set forth above shall terminate if the Borrower was required to pay interest does not file its 10-K on the Loans at the rate that would otherwise be applicable thereto plus two percent (2%) per annum (such two percent (2%) per annum is hereinafter referred to as “Default Interest”) while any such Event of Default was continuingor before November 16, 2012. (b) The Administrative Agent (i) waives any Default or Event of Default that may exist due to a violation of Section 6.4 of the Credit Agreement on account of the Borrower’s failure to file its 10-Q for the first fiscal quarter of 2012 by May 21, 2012 so long as the Borrower failed files such 10-Q on or before November 16, 2012, and (ii) acknowledges that the representation in Section 5.12 of the Credit Agreement may not be true and correct on any day on or after May 21, 2012 and on or before November 16, 2012 on account of the Borrower’s failure to deliver file its 10-Q for the Borrowing Base Certificate relating to April 2010 (first fiscal quarter of 2012 on or before May 21, 2012. Borrower acknowledges that the “April 2010 Borrowing Base Certificate”) to waivers and acknowledgements of the Administrative Agent by May 15set forth above shall terminate if the Borrower does not file its 10-Q for the first fiscal quarter of 2012 on or before November 16, 2010 as required pursuant to Section 7.03(n) (Borrowing Base Certificate) of the Credit Agreement. Such failure constituted a Default until such failure was cured on May 17, 20102012. (c) The Borrower has requested that the Lenders waive each such Administrative Agent (i) waives any Default and or Event of Default and all Default Interest with respect thereto. (d) The Lenders agree that may exist due to waive each such Default and Event a violation of Default and all Default Interest with respect thereto. (e) The Lenders agree to waive any mandatory prepayment requirement arising under Section 3.10(d) (Mandatory Prepayment) 6.4 of the Credit Agreement with respect on account of the Borrower’s failure to file its 10-Q for the March 2010 Borrowing Base Certificate second fiscal quarter of 2012 by August 20, 2012 so long as the Borrower files such 10-Q on or before November 16, 2012, and (ii) acknowledges that the April 2010 Borrowing Base Certificaterepresentation in Section 5.12 of the Credit Agreement may not be true and correct on any day on or after August 20, 2012 and on or before November 16, 2012 on account of the Borrower’s failure to file its 10-Q for the second fiscal quarter of 2012 on or before August 20, 2012. Borrower acknowledges that the waivers and acknowledgements of the Administrative Agent set forth above shall terminate if the Borrower does not file its 10-Q for the second fiscal quarter of 2012 on or before November 16, 2012.

Limited Waiver. (a) The Borrower failed to deliver the Borrowing Base Certificate relating to March 2010 (the “March 2010 Borrowing Base Certificate”) to the Administrative Agent by April 15, 2010 as required pursuant (i) waives any Default or Event of Default that may exist due to a violation of Section 7.03(n) (Borrowing Base Certificate) 6.4 of the Credit Agreement. Such Agreement on account of the Borrower’s failure constituted (i) a Default until May 15to file its 2011 10-K by April 16, 2010 2012 so long as the Borrower files such 10-K on or before July 31, 2012, and (ii) an Event acknowledges that the representation in Section 5.12 of Default from May 15the Credit Agreement may not be true and correct on any day on or after April 16, 2010 until such 2012 and on or before July 31, 2012 on account of the Borrower’s failure was cured to file its 2011 10-K on May 17or before April 16, 20102012. The Borrower failed to deliver acknowledges that the notice waivers and acknowledgements of such Default to the Administrative Agent by April 20set forth above shall terminate if the Borrower does not file its 10-K on or before July 31, 2010 as required pursuant to Section 7.03(e) (Notice of Default or Event of Default) of 2012. Notwithstanding the Credit Agreement. Such failure constituted an Event of Default until such failure was cured on April 26, 2010. Pursuant to Section 3.06(b) (Default Interest Rate) of the Credit Agreementforegoing, the Administrative Agent understands that the Borrower was required does not acknowledge that its failure to pay interest on the Loans at the rate that would otherwise file a 10-K could reasonably be applicable thereto plus two percent (2%) per annum (such two percent (2%) per annum is hereinafter referred expected to as “Default Interest”) while any such Event of Default was continuinghave a Material Adverse Effect. (b) The Borrower failed to deliver the Borrowing Base Certificate relating to April 2010 (the “April 2010 Borrowing Base Certificate”) to the Administrative Agent by May 15, 2010 as required pursuant to Section 7.03(n(i) (Borrowing Base Certificate) of the Credit Agreement. Such failure constituted a waives any Default until such failure was cured on May 17, 2010. (c) The Borrower has requested that the Lenders waive each such Default and or Event of Default and all Default Interest with respect thereto. (d) The Lenders agree that may exist due to waive each such Default and Event a violation of Default and all Default Interest with respect thereto. (e) The Lenders agree to waive any mandatory prepayment requirement arising under Section 3.10(d) (Mandatory Prepayment) 6.4 of the Credit Agreement with respect on account of the Borrower’s failure to file its 10-Q for the March 2010 Borrowing Base Certificate first fiscal quarter of 2012 by May 21, 2012 so long as the Borrower files such 10-Q on or before July 31, 2012, and (ii) acknowledges that the April 2010 Borrowing Base Certificaterepresentation in Section 5.12 of the Credit Agreement may not be true and correct on any day on or after May 21, 2012 and on or before July 31, 2012 on account of the Borrower’s failure to file its 10-Q for the first fiscal quarter of 2012 on or before May 21, 2012. Borrower acknowledges that the waivers and acknowledgements of the Administrative Agent set forth above shall terminate if the Borrower does not file its 10-Q for the first fiscal quarter of 2012 on or before July 31, 2012. Notwithstanding the foregoing, the Administrative Agent understands that the Borrower does not acknowledge that its failure to file a 10-Q for the first fiscal quarter of 2012 could reasonably be expected to have a Material Adverse Effect.

Limited Waiver. The Borrower and the MLP have informed the Administrative Agent, the Issuing Bank and the Lenders that (a) The Borrower failed the MLP does not expect to deliver be in compliance with the Borrowing Base Certificate relating to March 2010 Consolidated Debt Coverage Ratio covenant contained in Section 6.11 of the Reimbursement Agreement (the “March 2010 Borrowing Base CertificateLeverage Ratio Covenant”) as of the last day of the fiscal quarter ending June 30, 2012 and (b) the MLP does not expect to be in compliance with Leverage Ratio Covenant as of the last day of the fiscal quarter ending September 30, 2012. Accordingly, the Borrower and the MLP have requested that the Administrative Agent by April 15Agent, 2010 the Issuing Bank and the Lenders irrevocably waive, and effective as required pursuant to Section 7.03(n) (Borrowing Base Certificate) of the Credit Agreement. Such failure constituted Effective Date, the Administrative Agent, the Issuing Bank and the Lenders do hereby irrevocably waive, (x) the MLP’s compliance with the Leverage Ratio Covenant as of the last day of the fiscal quarter ending June 30, 2012; provided that (i) a Default until May 15the Consolidated Debt Coverage Ratio as of the last day of the fiscal quarter ending June 30, 2010 2012 does not exceed 6.5 to 1.00 and (ii) an Event the Asphalt Business Disposition has not occurred, and (y) the MLP’s compliance with the Leverage Ratio Covenant as of Default from May 15the last day of the fiscal quarter ending September 30, 2010 until such failure was cured on May 172012; provided that (i) the Consolidated Debt Coverage Ratio as of the last day of the fiscal quarter ending September 30, 20102012 does not exceed 6.0 to 1.00 and (ii) the Asphalt Business Disposition has not occurred. The Borrower failed to deliver the notice of such Default foregoing waiver is hereby granted to the Administrative Agent by April 20extent and only to the extent specifically stated herein and for no other purpose or period, 2010 as required pursuant and is expressly granted subject to Section 7.03(ethe conditions stated herein, and shall not be deemed to (a) (Notice of Default be a consent or Event of Default) agreement to, or waiver or modification of, any other term or condition of the Credit Reimbursement Agreement. Such failure constituted an Event of Default until such failure was cured on April 26, 2010. Pursuant to Section 3.06(b) (Default Interest Rate) any other Loan Document or any of the Credit Agreement, the Borrower was required to pay interest on the Loans at the rate that would otherwise be applicable thereto plus two percent (2%) per annum (such two percent (2%) per annum is hereinafter documents referred to as “Default Interest”) while any such Event of Default was continuing. therein, or (b) The Borrower failed to deliver the Borrowing Base Certificate relating to April 2010 (the “April 2010 Borrowing Base Certificate”) to except as expressly set forth herein, prejudice any right or rights which the Administrative Agent by May 15Agent, 2010 as required pursuant to Section 7.03(n) (Borrowing Base Certificate) the Issuing Bank, or the Lenders may now have or may have in the future under or in connection with the Reimbursement Agreement, any other Loan Document or any of the Credit Agreementdocuments referred to therein. Such failure constituted a Default until such failure was cured on May 17, 2010Granting the waiver set forth herein does not and should not be construed to be an assurance or promise that waivers will be granted in the future. (c) The Borrower has requested that the Lenders waive each such Default and Event of Default and all Default Interest with respect thereto. (d) The Lenders agree to waive each such Default and Event of Default and all Default Interest with respect thereto. (e) The Lenders agree to waive any mandatory prepayment requirement arising under Section 3.10(d) (Mandatory Prepayment) of the Credit Agreement with respect to the March 2010 Borrowing Base Certificate and the April 2010 Borrowing Base Certificate.

Limited Waiver. (a) The Borrower failed to deliver the Borrowing Base Certificate relating to March 2010 (the “March 2010 Borrowing Base Certificate”) to the Administrative Agent by April 15, 2010 as required pursuant (i) waives any Default or Event of Default that may exist due to a violation of Section 7.03(n) (Borrowing Base Certificate) 6.4 of the Credit Agreement. Such Agreement on account of the Borrower’s failure constituted (i) a Default until May 15to file its 2011 10-K by April 16, 2010 2012 so long as the Borrower files such 10-K on or before August 31, 2012, and (ii) an Event acknowledges that the representation in Section 5.12 of Default from May 15the Credit Agreement may not be true and correct on any day on or after April 16, 2010 until such 2012 and on or before August 31, 2012 on account of the Borrower’s failure was cured to file its 2011 10-K on May 17or before April 16, 20102012. The Borrower failed to deliver acknowledges that the notice waivers and acknowledgements of such Default to the Administrative Agent by April 20set forth above shall terminate if the Borrower does not file its 10-K on or before August 31, 2010 as required pursuant to Section 7.03(e) (Notice of Default or Event of Default) of 2012. Notwithstanding the Credit Agreement. Such failure constituted an Event of Default until such failure was cured on April 26, 2010. Pursuant to Section 3.06(b) (Default Interest Rate) of the Credit Agreementforegoing, the Administrative Agent understands that the Borrower was required does not acknowledge that its failure to pay interest on the Loans at the rate that would otherwise file a 10-K could reasonably be applicable thereto plus two percent (2%) per annum (such two percent (2%) per annum is hereinafter referred expected to as “Default Interest”) while any such Event of Default was continuinghave a Material Adverse Effect. (b) The Administrative Agent (i) waives any Default or Event of Default that may exist due to a violation of Section 6.4 of the Credit Agreement on account of the Borrower’s failure to file its 10-Q for the first fiscal quarter of 2012 by May 21, 2012 so long as the Borrower failed files such 10-Q on or before August 31, 2012, and (ii) acknowledges that the representation in Section 5.12 of the Credit Agreement may not be true and correct on any day on or after May 21, 2012 and on or before August 31, 2012 on account of the Borrower’s failure to deliver file its 10-Q for the Borrowing Base Certificate relating to April 2010 (first fiscal quarter of 2012 on or before May 21, 2012. Borrower acknowledges that the “April 2010 Borrowing Base Certificate”) to waivers and acknowledgements of the Administrative Agent by May 15set forth above shall terminate if the Borrower does not file its 10-Q for the first fiscal quarter of 2012 on or before August 31, 2010 as required pursuant 2012. Notwithstanding the foregoing, the Administrative Agent understands that the Borrower does not acknowledge that its failure to Section 7.03(n) (Borrowing Base Certificate) file a 10-Q for the first fiscal quarter of the Credit Agreement. Such failure constituted 2012 could reasonably be expected to have a Default until such failure was cured on May 17, 2010Material Adverse Effect. (c) The Borrower has requested that the Lenders waive each such Administrative Agent (i) waives any Default and or Event of Default and all Default Interest with respect thereto. (d) The Lenders agree that may exist due to waive each such Default and Event a violation of Default and all Default Interest with respect thereto. (e) The Lenders agree to waive any mandatory prepayment requirement arising under Section 3.10(d) (Mandatory Prepayment) 6.4 of the Credit Agreement with respect in the event of the Borrower’s failure to file its 10-Q for the March 2010 Borrowing Base Certificate second fiscal quarter of 2012 by August 20, 2012 so long as the Borrower files such 10-Q on or before August 31, 2012, and (ii) acknowledges that the April 2010 Borrowing Base Certificaterepresentation in Section 5.12 of the Credit Agreement may not be true and correct on any day on or after August 20, 2012 and on or before August 31, 2012 in the event of the Borrower’s failure to file its 10-Q for the second fiscal quarter of 2012 on or before August 20, 2012. Borrower acknowledges that the waivers and acknowledgements of the Administrative Agent set forth above shall terminate if the Borrower does not file its 10-Q for the second fiscal quarter of 2012 on or before August 31, 2012. Notwithstanding the foregoing, the Administrative Agent understands that the Borrower does not acknowledge that its failure to file a 10-Q for the second fiscal quarter of 2012 could reasonably be expected to have a Material Adverse Effect.

Limited Waiver. The Borrower has informed the Administrative Agent and the Lenders it may enter into one or more Swap Agreements in excess of the 95% limit set forth in Section 9.18(a)(i) of the Credit Agreement in connection with the signing of the PSAs. The Borrower has requested, and the Administrative Agent and the Majority Lenders hereby agree to grant, a waiver of the limitations in Section 9.18(a)(i) to allow the Borrower to enter into Swap Agreements for a tenor of not more than sixty (60) months and for which the notional volumes of which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) do not exceed, as of the date such Swap Agreement is executed, (a) The on or before December 31, 2012, 5,000 barrels of production per day and (b) after December 31 2012, 90% of (i) the reasonably anticipated production from the Borrower’s existing proved, developed, producing Oil and Gas Properties (based upon the most recently delivered Reserve Report) and (ii) the reasonably anticipated production from the proved, developed, producing oil and gas properties to be acquired by the Borrower failed pursuant to deliver the Borrowing Base Certificate relating to March 2010 PSAs; provided that, if the Closing has not occurred by January 31, 2012 (the “March 2010 Borrowing Base CertificateTermination Date”) to then, on or before the Administrative Agent by April 15date that is sixty (60) days after the Termination Date, 2010 as required pursuant to (A) the Borrower shall, and the Borrower hereby agrees to, unwind and/or terminate any Swap Agreement that would have been in breach of Section 7.03(n9.18(a)(i) if not for the terms of this First Amendment and (Borrowing Base CertificateB) the Borrower shall be back in compliance with the limitation set forth in Section 9.18(a)(i) of the Credit Agreement. Such failure constituted (i) a Default until May 15, 2010 and (ii) an Event of Default from May 15, 2010 until such failure was cured on May 17, 2010. The Borrower failed to deliver the notice of such Default to the Administrative Agent by April 20, 2010 as required pursuant to Section 7.03(e) (Notice of Default or Event of Default) of the Credit Agreement. Such failure constituted an Event of Default until such failure was cured on April 26, 2010. Pursuant to Section 3.06(b) (Default Interest Rate) of the Credit Agreement, the Borrower was required to pay interest on the Loans at the rate that would otherwise be applicable thereto plus two percent (2%) per annum (such two percent (2%) per annum is hereinafter referred to as “Default Interest”) while any such Event of Default was continuing. (b) The Borrower failed to deliver the Borrowing Base Certificate relating to April 2010 (the “April 2010 Borrowing Base Certificate”) to the Administrative Agent by May 15, 2010 as required pursuant to Section 7.03(n) (Borrowing Base Certificate) of the Credit Agreement. Such failure constituted a Default until such failure was cured on May 17, 2010. (c) The Borrower has requested that the Lenders waive each such Default and Event of Default and all Default Interest with respect thereto. (d) The Lenders agree to waive each such Default and Event of Default and all Default Interest with respect thereto. (e) The Lenders agree to waive any mandatory prepayment requirement arising under Section 3.10(d) (Mandatory Prepayment) of the Credit Agreement with respect to the March 2010 Borrowing Base Certificate and the April 2010 Borrowing Base Certificate.