Common use of Representations and Warranties of Obligors Clause in Contracts

Representations and Warranties of Obligors. Each of the Obligors represents and warrants to Administrative Agent, Issuing Bank and Lenders, with full knowledge that Administrative Agent, Issuing Bank, and Lenders are relying on the following representations and warranties in executing this Amendment, as follows: (a) each Obligor has the organizational power and authority to execute, deliver and perform this Amendment and such other Loan Documents executed in connection herewith, and all organizational action on the part of such Person requisite for the due execution, delivery and performance of this Amendment and such other Loan Documents executed in connection herewith has been duly and effectively taken; (b) the Credit Agreement, as amended by this Amendment, the Loan Documents and each and every other document executed and delivered in connection with this Amendment to which any Obligor is a party constitute the legal, valid and binding obligations of each Obligor to the extent it is a party thereto, enforceable against such Person in accordance with their respective terms; (c) this Amendment does not and will not violate any provisions of any of the organizational documents of any Obligor, or any contract, agreement, instrument or requirement of any Governmental Authority to which any Obligor is subject. Obligors' execution of this Amendment will not result in the creation or imposition of any lien upon any properties of any Obligor, other than those permitted by the Credit Agreement and this Amendment; (d) the execution, delivery and performance of this Amendment by Obligors does not require the consent or approval of any other Person, including, without limitation, any regulatory authority or governmental body of the United States of America or any state thereof or any political subdivision of the United States of America or any state thereof; and (e) no Default exists, and all of the representations and warranties contained in the Credit Agreement and all instruments and documents executed pursuant thereto or contemplated thereby are true and correct in all material respects on and as of this date, other than those which have been disclosed to Administrative Agent, Issuing Bank and Lenders in writing.

Representations and Warranties of Obligors. Each of the Obligors represents and warrants to Administrative Agent, Issuing Bank and Lenders, with full knowledge that Administrative Agent, Issuing Bank, and Lenders are relying on the following representations and warranties in executing this Amendment, as follows: (a) each Obligor has the organizational power and authority to execute, deliver and perform this Amendment and such other Loan Documents executed in connection herewith, and all organizational action on the part of such Person requisite for the due execution, delivery and performance of this Amendment and such other Loan Documents executed in connection herewith has been duly and effectively taken; (b) the Credit Agreement, as amended by this Amendment, the Loan Documents and each and every other document executed and delivered in connection with this Amendment to which any Obligor is a party constitute the legal, valid and binding obligations of each Obligor to the extent it is a party thereto, enforceable against such Person in accordance with their respective terms; (c) this Amendment does not and will not violate any provisions of any of the organizational documents of any Obligor, or any contract, agreement, instrument or requirement of any Governmental Authority to which any Obligor is subject. Obligors' ’ execution of this Amendment will not result in the creation or imposition of any lien upon any properties of any Obligor, other than those permitted by the Credit Agreement and this Amendment; (d) the execution, delivery and performance of this Amendment by Obligors does not require the consent or approval of any other Person, including, without limitation, any regulatory authority or governmental body of the United States of America or any state thereof or any political subdivision of the United States of America or any state thereof; and (e) no Default exists, and all of the representations and warranties contained in the Credit Agreement and all instruments and documents executed pursuant thereto or contemplated thereby are true and correct in all material respects on and as of this date, other than those which have been disclosed to Administrative Agent, Issuing Bank and Lenders in writing.

Representations and Warranties of Obligors. Each of the Obligors represents and warrants to Administrative Agent, Issuing Bank Agent and Lenders, with full knowledge that Administrative Agent, Issuing Bank, Agent and Lenders are relying on the following representations and warranties in executing this Amendment, as follows: (a) each Each Obligor has the organizational power and authority to execute, deliver and perform this Amendment and such other Loan Documents executed in connection herewith, and all organizational action on the part of such Person requisite for the due execution, delivery and performance of this Amendment and such other Loan Documents executed in connection herewith has been duly and effectively taken;. (b) the Credit Agreement, The Original Agreement as amended by this Amendment, Amendment and the Loan Documents and each and every other document executed and delivered in connection with this Amendment to which any Obligor is a party constitute the legal, valid and binding obligations of each Obligor to the extent it is a party thereto, enforceable against such Person in accordance with their respective terms;. (c) this This Amendment does not and will not violate any provisions of any of the organizational documents Organization Documents of any Obligor, or any contract, agreement, instrument or requirement of any Governmental Authority to which any Obligor Borrower is subject. Obligors' execution of this Amendment will not result in the creation or imposition of any lien upon any properties of any Obligor, Obligor other than those permitted by the Credit Original Agreement and this Amendment;. (d) the executionExecution, delivery and performance of this Amendment by Obligors does not require the consent or approval of any other Person, including, without limitation, any regulatory authority or governmental body of the United States of America or any state thereof or any political subdivision of the United States of America or any state thereof; and. (e) no No Default exists, or Event of Default exists and all of the representations and warranties contained in the Credit Original Agreement and all instruments and documents executed pursuant thereto or contemplated thereby are true and correct in all material respects on and as of this date, date other than those which have been disclosed to Administrative Agent, Issuing Bank Agent and Lenders in writing. (f) Nothing in this Section 4 of this Amendment is intended to amend any of the representations or warranties contained in the Agreement or of the Loan Documents to which any Obligor is a party.

Representations and Warranties of Obligors. Each of the Obligors Obligor represents and warrants to Administrative Agent, Issuing Bank and Lenders, with full knowledge that Administrative Agent, Issuing Bank, and Lenders are relying on the following representations and warranties in executing this Amendment, as follows: (a) each Obligor has no Default or Event of Default exists under the organizational power and authority to executeLoan Documents, deliver and perform this Amendment and such other Loan Documents executed except for the Stipulated Defaults that are in connection herewith, and all organizational action existence on the part of such Person requisite for the due execution, delivery and performance of this Amendment and such other Loan Documents executed in connection herewith has been duly and effectively taken; date hereof; (b) the Credit Agreement, as amended by this Amendment, the Loan Documents and each and every other document executed and delivered in connection with this Amendment to which any Obligor is a party constitute the legal, valid and binding obligations of each Obligor subject to the extent it is a party thereto, enforceable against such Person in accordance with their respective terms; (c) this Amendment does not and will not violate any provisions of any existence of the organizational documents of any ObligorStipulated Defaults, or any contract, agreement, instrument or requirement of any Governmental Authority to which any Obligor is subject. Obligors' execution of this Amendment will not result in the creation or imposition of any lien upon any properties of any Obligor, other than those permitted by the Credit Agreement and this Amendment; (d) the execution, delivery and performance of this Amendment by Obligors does not require the consent or approval of any other Person, including, without limitation, any regulatory authority or governmental body of the United States of America or any state thereof or any political subdivision of the United States of America or any state thereof; and (e) no Default exists, and all of the representations and warranties of Borrower contained in the Credit Agreement Loan Documents were true and correct in all instruments material respects when made and documents executed pursuant thereto or contemplated thereby are continue to be true and correct in all material respects on the date hereof; (c) the execution, delivery and as performance by Obligors of this date, other than those which Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Obligors and have been disclosed duly authorized by all necessary corporate action on the part of Obligors, do not require any approval or consent, or filing with, any governmental agency or authority, do not violate any provisions of any law, rule or regulation or any provision of any order, writ, judgment, injunction, decree, determination or award presently in effect in which either Obligor is named or any provision of the charter documents of either Obligor and do not result in a breach of or constitute a default under any agreement or instrument to Administrative Agentwhich either Obligor is a party or by which it or any of its properties are bound; (d) this Agreement constitutes the legal, Issuing Bank valid and Lenders binding obligation of each Obligor, enforceable against such Obligor in writingaccordance with its terms; (e) each Obligor is entering into this Agreement freely and voluntarily with the advice of legal counsel of his or its own choosing; and (f) each Obligor has freely and voluntarily agreed to the releases, waivers and undertakings set forth in this Agreement.

Representations and Warranties of Obligors. Each of the Obligors In order to induce ------------------------------------------ Lender to enter into this Amendment, each Obligor represents and warrants to Administrative Agent, Issuing Bank and Lenders, with full knowledge that Administrative Agent, Issuing Bank, and Lenders are relying on the following representations and warranties in executing this Amendment, as followsLender that: (a) each Obligor has the organizational power and authority Except as previously disclosed to executeLender, deliver and perform this Amendment and such other Loan Documents executed in connection herewith, and all organizational action on the part of such Person requisite for the due execution, delivery and performance of this Amendment and such other Loan Documents executed in connection herewith has been duly and effectively taken; (b) the Credit Agreement, as amended by this Amendment, the Loan Documents and each and every other document executed and delivered in connection with this Amendment to which any Obligor is a party constitute the legal, valid and binding obligations of each Obligor to the extent it is a party thereto, enforceable against such Person in accordance with their respective terms; (c) this Amendment does not and will not violate any provisions of any of the organizational documents of any Obligor, or any contract, agreement, instrument or requirement of any Governmental Authority to which any Obligor is subject. Obligors' execution of this Amendment will not result in the creation or imposition of any lien upon any properties of any Obligor, other than those permitted by the Credit Agreement and this Amendment; (d) the execution, delivery and performance of this Amendment by Obligors does not require the consent or approval of any other Person, including, without limitation, any regulatory authority or governmental body of the United States of America or any state thereof or any political subdivision of the United States of America or any state thereof; and (e) no Default exists, and all of the representations and warranties contained in Section 4.1 of the Credit Original Agreement and all instruments and documents executed pursuant thereto or contemplated thereby are true and correct in all material respects on at and as of the time of the effectiveness hereof. (b) Each Obligor is duly authorized to execute and deliver this dateAmendment and Borrower is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Each Obligor has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and to authorize the performance of the obligations of Borrower hereunder. (c) The execution and delivery by each Obligor of this Amendment, other than the performance by each Obligor of its obligations hereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles or certificate, as appropriate, of incorporation and bylaws of each Obligor, or of any material agreement, judgment, license, order or permit applicable to or binding upon each Obligor, or result in the creation of any lien, charge or encumbrance upon any assets or properties of any Obligor. Except for those which have been disclosed duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by each Obligor of this Amendment or to Administrative Agentconsummate the transactions contemplated hereby. (d) When duly executed and delivered, Issuing Bank each of this Amendment and Lenders the Credit Agreement will be a legal and binding instrument and agreement of each Obligor, enforceable in writingaccordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally. (e) The audited annual Consolidated financial statements of Aviva Petroleum dated as of December 31, 1996 fairly present its Consolidated financial position at such date and its Consolidated results of operations and Consolidated cash flows for the period ending on such date.

Representations and Warranties of Obligors. Each of the Obligors Obligor represents and warrants to Administrative Agent, Issuing Bank and Lenders, with full knowledge that Administrative Agent, Issuing Bank, and Lenders are relying on the following representations and warranties in executing this Amendment, as follows: (a) each Obligor has no Default exists under the organizational power and authority to execute, deliver and perform this Amendment and such other Loan Documents executed in connection herewith, and all organizational action on the part of such Person requisite for the due execution, delivery and performance of this Amendment and such other Loan Documents executed in connection herewith has been duly and effectively taken; Agreement; (b) the Credit Agreement, as amended by this Amendment, the Loan Documents and each and every other document executed and delivered in connection with this Amendment to which any Obligor is a party constitute the legal, valid and binding obligations of each Obligor to the extent it is a party thereto, enforceable against such Person in accordance with their respective terms; (c) this Amendment does not and will not violate any provisions of any of the organizational documents of any Obligor, or any contract, agreement, instrument or requirement of any Governmental Authority to which any Obligor is subject. Obligors' execution of this Amendment will not result in the creation or imposition of any lien upon any properties of any Obligor, other than those permitted by the Credit Agreement and this Amendment; (d) the execution, delivery and performance of this Amendment by Obligors does not require the consent or approval of any other Person, including, without limitation, any regulatory authority or governmental body of the United States of America or any state thereof or any political subdivision of the United States of America or any state thereof; and (e) no Default exists, and all of the representations and warranties of Borrower contained in the Credit Agreement were true and correct in all instruments material respects when made and documents executed pursuant thereto or contemplated thereby are continue to be true and correct in all material respects on the date hereof; (c) the execution, delivery and as performance by Borrower of this date, other than those which Amendment and the consummation of the transactions contemplated hereby are within the corporate power of Borrower and have been disclosed duly authorized by all necessary corporate action on the part of Borrower, do not require any approval or consent, or filing with, any governmental agency or authority, do not violate any provisions of any law, rule or regulation or any provision of any order, writ, judgment, injunction, decree, determination or award presently in effect in which Borrower is named or any provision of the charter documents of Borrower and do not result in a breach of or constitute a default under any agreement or instrument to Administrative Agentwhich Borrower is a party or by which it or any of its properties are bound; (d) this Amendment constitutes the legal, Issuing Bank valid and Lenders binding obligation of Obligors, enforceable against Obligors in writingaccordance with its terms; (e) all payroll taxes required to be withheld from the wages of Borrower's employees have been paid or deposited when due; (f) each Obligor is entering into this Amendment freely and voluntarily with the advice of legal counsel of his or its own choosing; (g) each has freely and voluntarily agreed to the releases, waivers and undertakings set forth in this Amendment; (h) each understands that this increase in the Original Borrowing Base is temporary and that the Borrowing Base will automatically revert to the Original Borrowing Base on February 1, 2009; and (i) each understands that any amounts outstanding, due and owing to Lender in excess of the Original Borrowing Base on February 1, 2009 shall be immediately due and payable to Lender.

Representations and Warranties of Obligors. Each of the Obligors represents and warrants to Administrative Agent, Issuing Bank Agent and Lenders, with full knowledge that Administrative Agent, Issuing Bank, Agent and Lenders are relying on the following representations and warranties in executing this Amendment, as follows: (a) each Each Obligor has the organizational power and authority to execute, deliver and perform this Amendment and such other Loan Documents executed in connection herewith, and all organizational action on the part of such Person requisite for the due execution, delivery and performance of this Amendment and such other Loan Documents executed in connection herewith has been duly and effectively taken;. (b) the The Credit Agreement, as amended by this Amendment, the Loan Documents and each and every other document executed and delivered in connection with this Amendment to which any Obligor is a party constitute the legal, valid and binding obligations of each Obligor to the extent it is a party thereto, enforceable against such Person in accordance with their respective terms;. (c) this This Amendment does not and will not violate any provisions of any of the organizational documents of any Obligor, or any contract, agreement, instrument or requirement of any Governmental Authority to which any Obligor Borrower is subject. Obligors' execution of this Amendment will not result in the creation or imposition of any lien upon any properties of any Obligor, other than those permitted by the Credit Agreement and this Amendment;. (d) the The execution, delivery and performance of this Amendment by Obligors does not require the consent or approval of any other Person, including, without limitation, any regulatory authority or governmental body of the United States of America or any state thereof or any political subdivision of the United States of America or any state thereof; and. (e) no No Default or Event of Default exists, and all of the representations and warranties contained in the Credit Agreement and all instruments and documents executed pursuant thereto or contemplated thereby are true and correct in all material respects on and as of this date, other than those which have been disclosed to Administrative Agent, Issuing Bank Agent and Lenders in writing. (f) Nothing in this SECTION 5 of this Amendment is intended to amend any of the representations or warranties contained in the Credit Agreement or of the Loan Documents to which any Obligor is a party.

Representations and Warranties of Obligors. Each of the Obligors Obligor represents and warrants to Administrative Agent, Issuing Bank and Lenders, with full knowledge that Administrative Agent, Issuing Bank, and Lenders are relying on the following representations and warranties in executing this Amendment, as follows: (a) each Obligor has no Default or Event of Default exists under the organizational power and authority to executeFinancing Agreements, deliver and perform this Amendment and such other Loan Documents executed except for Stipulated Defaults that are in connection herewith, and all organizational action existence on the part of such Person requisite for the due execution, delivery and performance of this Amendment and such other Loan Documents executed in connection herewith has been duly and effectively taken; date hereof; (b) the Credit Agreement, as amended by this Amendment, the Loan Documents and each and every other document executed and delivered in connection with this Amendment to which any Obligor is a party constitute the legal, valid and binding obligations of each Obligor subject to the extent it is a party thereto, enforceable against such Person in accordance with their respective terms; (c) this Amendment does not and will not violate any provisions of any existence of the organizational documents of any ObligorStipulated Defaults, or any contract, agreement, instrument or requirement of any Governmental Authority to which any Obligor is subject. Obligors' execution of this Amendment will not result in the creation or imposition of any lien upon any properties of any Obligor, other than those permitted by the Credit Agreement and this Amendment; (d) the execution, delivery and performance of this Amendment by Obligors does not require the consent or approval of any other Person, including, without limitation, any regulatory authority or governmental body of the United States of America or any state thereof or any political subdivision of the United States of America or any state thereof; and (e) no Default exists, and all of the representations and warranties of Borrowers contained in the Credit Agreement Financing Agreements were true and correct in all instruments material respects when made and documents executed pursuant thereto or contemplated thereby are continue to be true and correct in all material respects on the date hereof, except for (i) representations and warranties that speak as of this a specified earlier date, other than those which remain true and correct in all material respects as of such earlier dated and (ii) changes in facts and circumstances permitted by the terms of the Financing Agreements; (c) the execution, delivery and performance by Obligors of this Agreement and the consummation of the transactions contemplated hereby are within the corporate or partnership power of each Obligor and have been disclosed duly authorized by all necessary corporate or partnership action on the part of each Obligor, do not require any approval or consent, or filing with, any governmental agency or authority, do not violate any provisions of any law, rule or regulation or any provision of any order, writ, judgment, injunction, decree, determination or award presently in effect in which any Borrower is named or any provision of the charter or partnership documents of any Obligor and do not result in a breach of or constitute a default under any agreement or instrument to Administrative Agentwhich any Obligor is a party or by which it or any of its properties are bound; (d) this Agreement constitutes the legal, Issuing Bank valid and Lenders binding obligation of Obligors, enforceable against Obligors in writingaccordance with its terms; (e) all Payroll Taxes required to be withheld from the wages of Borrowers' employees have been paid or deposited when due; (f) each Obligor is entering into this Agreement freely and voluntarily with the advice of legal counsel of its own choosing; and (g) each Obligor has freely and voluntarily agreed to the releases, waivers and undertakings set forth in this Agreement.

Representations and Warranties of Obligors. Each of the Obligors Obligor represents and warrants to Administrative Agent, Issuing Bank and Lenders, with full knowledge that Administrative Agent, Issuing Bank, and Lenders are relying on the following representations and warranties in executing this Amendment, as follows: (a) each Obligor has no Default or Event of Default exists under the organizational power and authority to executeLoan Documents, deliver and perform this Amendment and such other Loan Documents executed except for the Stipulated Defaults that are in connection herewith, and all organizational action existence on the part of such Person requisite for the due execution, delivery and performance of this Amendment and such other Loan Documents executed in connection herewith has been duly and effectively taken; date hereof; (b) the Credit Agreement, as amended by this Amendment, the Loan Documents and each and every other document executed and delivered in connection with this Amendment to which any Obligor is a party constitute the legal, valid and binding obligations of each Obligor subject to the extent it is a party thereto, enforceable against such Person in accordance with their respective terms; (c) this Amendment does not and will not violate any provisions of any existence of the organizational documents of any ObligorStipulated Defaults, or any contract, agreement, instrument or requirement of any Governmental Authority to which any Obligor is subject. Obligors' execution of this Amendment will not result in the creation or imposition of any lien upon any properties of any Obligor, other than those permitted by the Credit Agreement and this Amendment; (d) the execution, delivery and performance of this Amendment by Obligors does not require the consent or approval of any other Person, including, without limitation, any regulatory authority or governmental body of the United States of America or any state thereof or any political subdivision of the United States of America or any state thereof; and (e) no Default exists, and all of the representations and warranties of Borrower contained in the Credit Agreement Loan Documents were true and correct in all instruments material respects when made and documents executed pursuant thereto or contemplated thereby are continue to be true and correct in all material respects on the date hereof; (c) the execution, delivery and as performance by Obligors of this date, other than those which Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of Obligors and have been disclosed duly authorized by all necessary corporate action on the part of Obligors, do not require any approval or consent, or filing with, any governmental agency or authority, do not violate any provisions of any law, rule or regulation or any provision of any order, writ, judgment, injunction, decree, determination or award presently in effect in which either Obligor is named or any provision of the charter documents of either Obligor and do not result in a breach of or constitute a default under any agreement or instrument to Administrative Agentwhich either Obligor is a party or by which it or any of its properties are bound; (d) this Agreement constitutes the legal, Issuing Bank valid and Lenders binding obligation of each Obligor, enforceable against such Obligor in writingaccordance with its terms; (e) all Payroll Taxes required to be withheld from the wages of Borrower's employees have been paid or deposited when due; (f) each Obligor is entering into this Agreement freely and voluntarily with the advice of legal counsel of his or its own choosing; and (g) each Obligor has freely and voluntarily agreed to the releases, waivers and undertakings set forth in this Agreement.

Representations and Warranties of Obligors. Each of the Obligors In order to induce ------------------------------------------ Lender to enter into this Amendment, each Obligor represents and warrants to Administrative Agent, Issuing Bank and Lenders, with full knowledge that Administrative Agent, Issuing Bank, and Lenders are relying on the following representations and warranties in executing this Amendment, as followsLender that: (a) each Obligor has the organizational power and authority Except as previously disclosed to executeLender, deliver and perform this Amendment and such other Loan Documents executed in connection herewith, and all organizational action on the part of such Person requisite for the due execution, delivery and performance of this Amendment and such other Loan Documents executed in connection herewith has been duly and effectively taken; (b) the Credit Agreement, as amended by this Amendment, the Loan Documents and each and every other document executed and delivered in connection with this Amendment to which any Obligor is a party constitute the legal, valid and binding obligations of each Obligor to the extent it is a party thereto, enforceable against such Person in accordance with their respective terms; (c) this Amendment does not and will not violate any provisions of any of the organizational documents of any Obligor, or any contract, agreement, instrument or requirement of any Governmental Authority to which any Obligor is subject. Obligors' execution of this Amendment will not result in the creation or imposition of any lien upon any properties of any Obligor, other than those permitted by the Credit Agreement and this Amendment; (d) the execution, delivery and performance of this Amendment by Obligors does not require the consent or approval of any other Person, including, without limitation, any regulatory authority or governmental body of the United States of America or any state thereof or any political subdivision of the United States of America or any state thereof; and (e) no Default exists, and all of the representations and warranties contained in Section 4.1 of the Credit Original Agreement and all instruments and documents executed pursuant thereto or contemplated thereby are true and correct in all material respects on at and as of the time of the effectiveness hereof. (b) Each Obligor is duly authorized to execute and deliver this dateAmendment and Borrower is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Each Obligor has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and to authorize the performance of the obligations of Borrower hereunder. (c) The execution and delivery by each Obligor of this Amendment, other than the performance by each Obligor of its obligations hereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles or certificate, as appropriate, of incorporation and bylaws of each Obligor, or of any material agreement, judgment, license, order or permit applicable to or binding upon each Obligor, or result in the creation of any lien, charge or encumbrance upon any assets or properties of any Obligor. Except for those which have been disclosed duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by each Obligor of this Amendment or to Administrative Agentconsummate the transactions contemplated hereby. (d) When duly executed and delivered, Issuing Bank each of this Amendment and Lenders the Credit Agreement will be a legal and binding instrument and agreement of each Obligor, enforceable in writingaccordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally. (e) The audited annual Consolidated financial statements of Aviva Petroleum dated as of December 31, 1996 fairly present its Consolidated financial position at such date and its Consolidated results of operations and Consolidated cash flows for the period ending on such date. (f) Neither Aviva Petroleum, nor Borrower, nor Aviva America has any defense, counterclaim or setoff with respect to the Obligations or the Loan Documents (any such setoffs, defenses or counterclaims being hereby waived and released by each of them). (g) The recitals set forth above are true and accurate and are an operative part of this Amendment. (h) Lender has and will continue to have a valid first priority lien and security interest in all Collateral in which such any lien or security interest has been granted (or has purportedly been granted) to Lender by any Related Person, and Aviva Petroleum, Borrower and Aviva America hereby expressly reaffirm all such security interests and liens and all Loan Documents containing any grant thereof. In particular and without limitation: (1) Aviva Petroleum hereby ratifies and confirms its pledge to Lender of all of the issued and outstanding shares of Aviva America and Aviva Operating (all presently outstanding shares in each such company being evidenced by the share certificate listed opposite such company): Aviva America Certificate #10, evidencing 1271 shares Aviva Operating Certificate #1, evidencing 1000 shares Aviva Petroleum hereby confirms and acknowledges that all share certificates issued by such companies are listed above and have been delivered in pledge to Lender. (2) Aviva America hereby ratifies and confirms its pledge to Lender of all of the issued and outstanding shares of Borrower (all presently outstanding shares in Borrower being evidenced by the share certificate listed opposite such company): Borrower Certificate #31, evidencing 16,824,998 shares Aviva America hereby confirms and acknowledges that all share certificates issued by Borrower are listed above and have been delivered in pledge to Lender.

Representations and Warranties of Obligors. Each of the Obligors Obligor represents and warrants to Administrative Agent, Issuing Bank and Lenders, with full knowledge that Administrative Agent, Issuing Bank, and Lenders are relying on the following representations and warranties in executing this Amendment, as follows: (a) each Obligor has no Event of Default exists under the organizational power and authority to executeFinancing Agreements, deliver and perform this Amendment and such other Loan Documents executed except for Stipulated Defaults that are in connection herewith, and all organizational action existence on the part of such Person requisite for the due execution, delivery and performance of this Amendment and such other Loan Documents executed in connection herewith has been duly and effectively taken; date hereof; (b) the Credit Agreement, as amended by this Amendment, the Loan Documents and each and every other document executed and delivered in connection with this Amendment to which any Obligor is a party constitute the legal, valid and binding obligations of each Obligor subject to the extent it is a party thereto, enforceable against such Person in accordance with their respective terms; (c) this Amendment does not and will not violate any provisions of any existence of the organizational documents of any ObligorStipulated Defaults, or any contract, agreement, instrument or requirement of any Governmental Authority to which any Obligor is subject. Obligors' execution of this Amendment will not result in the creation or imposition of any lien upon any properties of any Obligor, other than those permitted by the Credit Agreement and this Amendment; (d) the execution, delivery and performance of this Amendment by Obligors does not require the consent or approval of any other Person, including, without limitation, any regulatory authority or governmental body of the United States of America or any state thereof or any political subdivision of the United States of America or any state thereof; and (e) no Default exists, and all of the representations and warranties of each Borrower contained in the Credit Agreement Financing Agreements were true and correct in all instruments material respects when made and documents executed pursuant thereto or contemplated thereby are continue to be true and correct in all material respects on the date hereof; (c) the execution, delivery and as performance by each Borrower of this dateAgreement and the consummation of the transactions contemplated hereby are within the corporate power of such Borrower and have been duly authorized by all necessary corporate action on the part of such Borrower, do not require any approval or consent, or filing with, any governmental agency or authority (other than those any disclosure to the SEC required under Applicable Law), to the knowledge of such Borrower, do not violate any provisions of any law, rule or regulation or any provision of any order, writ, judgment, injunction, decree, determination or award presently in effect in which such Borrower is named or any provision of the charter documents of such Borrower and do not result in a breach of or constitute a default under any agreement or instrument to which such Borrower is a party or by which it or any of its properties are bound; (d) this Agreement constitutes the legal, valid and binding obligation of Obligors, enforceable against Obligors in accordance with its terms; (e) all Payroll Taxes required to be withheld from the wages of each Borrower's employees have been disclosed paid or deposited when due; (f) each is entering into this Agreement freely and voluntarily with the advice of legal counsel of his or its own choosing; (g) all sales taxes, intangibles taxes and property taxes have been paid as and when due, and (h) each has freely and voluntarily agreed to Administrative Agentthe releases, Issuing Bank waivers and Lenders undertakings set forth in writingthis Agreement.

Representations and Warranties of Obligors. Each of the Obligors represents and warrants to Administrative Agent, Issuing Bank Agent and Lenders, with full knowledge that Administrative Agent, Issuing Bank, Agent and Lenders are relying on the following representations and warranties in executing this Amendment, as follows: (a) each Each Obligor has the organizational power and authority to execute, deliver and perform this Amendment and such other Loan Documents executed in connection herewith, and all organizational action on the part of such Person requisite for the due execution, delivery and performance of this Amendment and such other Loan Documents executed in connection herewith has been duly and effectively taken;. (b) the The Credit Agreement, as amended by this Amendment, the Loan Documents and each and every other document executed and delivered in connection with this Amendment to which any Obligor is a party constitute the legal, valid and binding obligations of each Obligor to the extent it is a party thereto, enforceable against such Person in accordance with their respective terms;. (c) this This Amendment does not and will not violate any provisions of any of the organizational documents of any Obligor, or any contract, agreement, instrument or requirement of any Governmental Authority to which any Obligor Borrower is subject. Obligors' ’ execution of this Amendment will not result in the creation or imposition of any lien upon any properties of any Obligor, other than those permitted by the Credit Agreement and this Amendment;. (d) the The execution, delivery and performance of this Amendment by Obligors does not require the consent or approval of any other Person, including, without limitation, any regulatory authority or governmental body of the United States of America or any state thereof or any political subdivision of the United States of America or any state thereof; and. (e) no No Default or Event of Default exists, and all of the representations and warranties contained in the Credit Agreement and all instruments and documents executed pursuant thereto or contemplated thereby are true and correct in all material respects on and as of this date, other than those which have been disclosed to Administrative Agent, Issuing Bank Agent and Lenders in writing. (f) Nothing in this Section 5 of this Amendment is intended to amend any of the representations or warranties contained in the Credit Agreement or of the Loan Documents to which any Obligor is a party.

Representations and Warranties of Obligors. Each of the Obligors represents and warrants to Administrative Agent, Issuing Bank Agent and Lenders, with full knowledge that Administrative Agent, Issuing Bank, Agent and Lenders are relying on the following representations and warranties in executing this Amendment, as follows: (a) each Each Obligor has the organizational power and authority to execute, deliver and perform this Amendment and such other Loan Documents executed in connection herewith, and all organizational action on the part of such Person requisite for the due execution, delivery and performance of this Amendment and such other Loan Documents executed in connection herewith has been duly and effectively taken;. (b) the The Credit Agreement, as amended by this Amendment, the Loan Documents and each and every other document executed and delivered in connection with this Amendment to which any Obligor is a party constitute the legal, valid and binding obligations of each Obligor to the extent it is a party thereto, enforceable against such Person in accordance with their respective terms;. (c) this This Amendment does not and will not violate any provisions of any of the organizational documents of any Obligor, or any contract, agreement, instrument or requirement of any Governmental Authority to which any Obligor Borrower is subject. Obligors' ’ execution of this Amendment will not result in the creation or imposition of any lien upon any properties of any Obligor, other than those permitted by the Credit Agreement and this Amendment;. (d) the The execution, delivery and performance of this Amendment by Obligors does not require the consent or approval of any other Person, including, without limitation, any regulatory authority or governmental body of the United States of America or any state thereof or any political subdivision of the United States of America or any state thereof; and. (e) no No Default or Event of Default exists, and all of the representations and warranties contained in the Credit Agreement and all instruments and documents executed pursuant thereto or contemplated thereby are true and correct in all material respects on and as of this date, except to the extent such representations and warranties are expressly limited to an earlier date, and other than those which have been disclosed to Administrative Agent, Issuing Bank Agent and Lenders in writing. (f) Nothing in this Section 6 of this Amendment is intended to amend any of the representations or warranties contained in the Credit Agreement or of the Loan Documents to which any Obligor is a party.

Representations and Warranties of Obligors. Each of the Obligors Obligor represents and warrants to Administrative Agent, Issuing Bank and Lenders, with full knowledge that Administrative Agent, Issuing Bank, and Lenders are relying on the following representations and warranties in executing this Amendment, as follows: (a) each Obligor has no Default exists under the organizational power and authority to execute, deliver and perform this Amendment and such other Loan Documents executed in connection herewith, and all organizational action on the part of such Person requisite for the due execution, delivery and performance of this Amendment and such other Loan Documents executed in connection herewith has been duly and effectively taken; Agreement; (b) the Credit Agreement, as amended by this Amendment, the Loan Documents and each and every other document executed and delivered in connection with this Amendment to which any Obligor is a party constitute the legal, valid and binding obligations of each Obligor to the extent it is a party thereto, enforceable against such Person in accordance with their respective terms; (c) this Amendment does not and will not violate any provisions of any of the organizational documents of any Obligor, or any contract, agreement, instrument or requirement of any Governmental Authority to which any Obligor is subject. Obligors' execution of this Amendment will not result in the creation or imposition of any lien upon any properties of any Obligor, other than those permitted by the Credit Agreement and this Amendment; (d) the execution, delivery and performance of this Amendment by Obligors does not require the consent or approval of any other Person, including, without limitation, any regulatory authority or governmental body of the United States of America or any state thereof or any political subdivision of the United States of America or any state thereof; and (e) no Default exists, and all of the representations and warranties of Borrower contained in the Credit Agreement were true and correct in all instruments material respects when made and documents executed pursuant thereto or contemplated thereby are continue to be true and correct in all material respects on the date hereof; (c) the execution, delivery and as performance by Borrower of this date, other than those which Amendment and the consummation of the transactions contemplated hereby are within the corporate power of Borrower and have been disclosed duly authorized by all necessary corporate action on the part of Borrower, do not require any approval or consent, or filing with, any governmental agency or authority, do not violate any provisions of any law, rule or regulation or any provision of any order, writ, judgment, injunction, decree, determination or award presently in effect in which Borrower is named or any provision of the charter documents of Borrower and do not result in a breach of or constitute a default under any agreement or instrument to Administrative Agentwhich Borrower is a party or by which it or any of its properties are bound; (d) this Amendment constitutes the legal, Issuing Bank valid and Lenders binding obligation of Obligors, enforceable against Obligors in writingaccordance with its terms; (e) all payroll taxes required to be withheld from the wages of Borrower's employees have been paid or deposited when due; (f) each Obligor is entering into this Amendment freely and voluntarily with the advice of legal counsel of his or its own choosing; (g) each has freely and voluntarily agreed to the releases, waivers and undertakings set forth in this Amendment; (h) each understands that this increase in the Original Borrowing Base is temporary and that the Borrowing Base will automatically revert to the Original Borrowing Base on November 16, 2009; and (i) each understands that any amounts outstanding, due and owing to Lender in excess of the Original Borrowing Base on November 16, 2009 shall be immediately due and payable to Lender.

Representations and Warranties of Obligors. Each of the Obligors represents and warrants to Administrative Agent, Issuing Bank and Lenders, with full knowledge that Administrative Agent, Issuing Bank, and Lenders are relying on the following representations and warranties in executing this Amendment, as follows: (a) each Obligor has the organizational power and authority to execute, deliver and perform this Amendment and such other Loan Documents executed in connection herewith, and all organizational action on the part of such Person requisite for the due execution, delivery and performance of this Amendment and such other Loan Documents executed in connection herewith has been duly and effectively taken; (b) the Credit Agreement, as amended by this Amendment, the Loan Documents and each and every other document executed and delivered in connection with this Amendment to which any Obligor is a party constitute the legal, valid and binding obligations of each Obligor to the extent it is a party thereto, enforceable against such Person in accordance with their respective terms; (c) this Amendment does not and will not violate any provisions of any of the organizational documents of any Obligor, or any contract, agreement, instrument or requirement of any Governmental Authority to which any Obligor is subject. Obligors' ’ execution of this Amendment will not result in the creation or imposition of any lien upon any properties of any Obligor, other than those permitted by the Credit Agreement and this Amendment; (d) the execution, delivery and performance of this Amendment by Obligors does not require the consent or approval of any other Person, including, without limitation, any regulatory authority or governmental body of the United States of America or any state thereof or any political subdivision of the United States of America or any state thereof; and (e) no Default exists, and all of the representations and warranties contained in the Credit Agreement and all instruments and documents executed pursuant thereto or contemplated thereby are true and correct in all material respects on and as of this date, other than those which have been disclosed to Administrative Agent, Issuing Bank and Lenders in writing.. Back to Contents

Representations and Warranties of Obligors. Each of the Obligors represents jointly ------------------------------------------ and warrants separately represent and warrant to Administrative Agent, Issuing Bank and Lenders, with full knowledge that Administrative Agent, Issuing Bank, and Lenders are relying on the following representations and warranties in executing this Amendment, Lender as follows: (a) Each Obligor is duly incorporated, validly existing and in good standing under the laws of the state of its incorporation and is qualified to do business as a foreign corporation and in good standing in each Obligor has jurisdiction where such qualification is necessary. (b) The execution, delivery and performance of the organizational power and authority to execute, deliver and perform this Amendment and such other Loan Documents executed to which it is a party are within each Obligor's corporate powers, have been authorized by all necessary corporate action, does not contravene its (i) articles of incorporation or bylaws or (ii) any law or regulation binding on or affecting it, or any contractual restriction binding on or affecting it and (iii) does not result in connection herewithor require the creation of any lien, security interest or other charge of encumbrance (other than pursuant to the Loan Documents) upon or with respect to any of its properties. (c) No authorization, consent or approval or other action by, and all organizational action on the part of such Person requisite no notice to or registration or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by each Obligor of this Amendment any Loan Document to which it is a party. (d) This Agreement and such all of the other Loan Documents executed in connection herewith has been duly and effectively taken; (b) the Credit Agreement, as amended by this Amendment, the Loan Documents and each and every other document executed and delivered in connection with this Amendment to which any each Obligor is a party constitute the are legal, valid and binding obligations of each the respective Obligor to the extent it is a party thereto, enforceable against such Person Obligor in accordance with their respective terms;. Note: Redacted portions have been marked with [***]. The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission. (ce) this Amendment does There is no material pending, or to the best of each Obligor's knowledge, threatened action or proceeding at law or in equity before any court, governmental agency, or arbitrator affecting either Obligor. (f) Each Obligor (i) is not party to any indenture, agreement or other instrument or subject to any restriction materially adversely affecting its business, properties, assets, operations or conditions (financial or otherwise), and will (ii) is not violate any provisions in material default in the performance, observance or fulfillment of any of the organizational documents obligations, covenants or conditions contained in any material agreement or instrument to which it is a party. (g) Each Obligor has obtained all material licenses, permits, franchises, or other governmental authorizations reasonably necessary for the ownership of its properties and the conduct of its business. Each Obligor possesses adequate licenses, patents, patent applications, copyrights, trademarks, trademark applications, and trade names to continue its business as heretofore conducted by it, without any conflict with the rights of any Obligor, other person or entity. (h) Obligors have not received any contract, agreement, instrument or requirement of communication from any Governmental Authority to which Person that asserts that any Intellectual Property utilized by any Obligor is subject. Obligors' execution of this Amendment will not result in infringing the creation or imposition rights of any lien upon any properties of any Obligor, other than those permitted by the Credit Agreement and this Amendment; (d) the execution, delivery and performance of this Amendment by Obligors does not require the consent or approval of any other Person, including, without limitation, any regulatory authority or governmental body of the United States of America or any state thereof or any political subdivision of the United States of America or any state thereof; and (e) no Default exists, and all of the representations and warranties contained in the Credit Agreement and all instruments and documents executed pursuant thereto or contemplated thereby are true and correct in all material respects on and as of this date, other than those which have been disclosed to Administrative Agent, Issuing Bank and Lenders in writing.

Representations and Warranties of Obligors. Each of the Obligors Obligor represents and warrants to Administrative Agent, Issuing Bank and Lenders, with full knowledge that Administrative Agent, Issuing Bank, and Lenders are relying on the following representations and warranties in executing this Amendment, as follows: (a) each Obligor has no Default or Event of Default exists under the organizational power and authority to executeFinancing Agreements, deliver and perform this Amendment and such other Loan Documents executed in connection herewith, and all organizational action on the part of such Person requisite except for the due execution, delivery and performance of this Amendment and such other Loan Documents executed in connection herewith has been duly and effectively taken; Stipulated Defaults; (b) the Credit Agreement, as amended by this Amendment, the Loan Documents and each and every other document executed and delivered in connection with this Amendment to which any Obligor is a party constitute the legal, valid and binding obligations of each Obligor subject to the extent it is a party thereto, enforceable against such Person in accordance with their respective terms; (c) this Amendment does not and will not violate any provisions of any existence of the organizational documents of any ObligorStipulated Defaults, or any contract, agreement, instrument or requirement of any Governmental Authority to which any Obligor is subject. Obligors' execution of this Amendment will not result in the creation or imposition of any lien upon any properties of any Obligor, other than those permitted by the Credit Agreement and this Amendment; (d) the execution, delivery and performance of this Amendment by Obligors does not require the consent or approval of any other Person, including, without limitation, any regulatory authority or governmental body of the United States of America or any state thereof or any political subdivision of the United States of America or any state thereof; and (e) no Default exists, and all of the representations and warranties of Borrowers contained in the Credit Agreement Financing Agreements were true and correct in all instruments material respects when made and documents executed pursuant thereto or contemplated thereby are continue to be true and correct in all material respects on the date hereof, except for (i) representations and warranties that speak as of this a specified earlier date, other than those which remain true and correct in all material respects as of such earlier dated and (ii) changes in facts and circumstances permitted by the terms of the Financing Agreements; (c) the execution, delivery and performance by Obligors of this Amendment and the consummation of the transactions contemplated hereby are within the corporate or partnership power of each Obligor and have been disclosed duly authorized by all necessary corporate or partnership action on the part of each Obligor, do not require any approval or consent, or filing with, any governmental agency or authority, do not violate any provisions of any law, rule or regulation or any provision of any order, writ, judgment, injunction, decree, determination or award presently in effect in which any Obligor is named or any provision of the charter or partnership documents of any Obligor and do not result in a breach of or constitute a default under any agreement or instrument to Administrative Agentwhich any Obligor is a party or by which it or any of its properties are bound; (d) this Amendment constitutes the legal, Issuing Bank valid and Lenders binding obligation of Obligors, enforceable against Obligors in writingaccordance with its terms; (e) all Payroll Taxes required to be withheld from the wages of Borrowers' employees have been paid or deposited when due; (f) each Obligor is entering into this Amendment freely and voluntarily with the advice of legal counsel of its own choosing; and (g) each Obligor has freely and voluntarily agreed to the releases, waivers and undertakings set forth in this Amendment.

Representations and Warranties of Obligors. Each of the Obligors Obligor represents and warrants to Administrative Agent, Issuing Bank and Lenders, with full knowledge that Administrative Agent, Issuing Bank, and Lenders are relying on the following representations and warranties in executing this Amendment, as follows: (a) each Obligor has no Default exists under the organizational power and authority to execute, deliver and perform this Amendment and such other Loan Documents executed in connection herewith, and all organizational action on the part of such Person requisite for the due execution, delivery and performance of this Amendment and such other Loan Documents executed in connection herewith has been duly and effectively taken; Agreement; (b) the Credit Agreement, as amended by this Amendment, the Loan Documents and each and every other document executed and delivered in connection with this Amendment to which any Obligor is a party constitute the legal, valid and binding obligations of each Obligor to the extent it is a party thereto, enforceable against such Person in accordance with their respective terms; (c) this Amendment does not and will not violate any provisions of any of the organizational documents of any Obligor, or any contract, agreement, instrument or requirement of any Governmental Authority to which any Obligor is subject. Obligors' execution of this Amendment will not result in the creation or imposition of any lien upon any properties of any Obligor, other than those permitted by the Credit Agreement and this Amendment; (d) the execution, delivery and performance of this Amendment by Obligors does not require the consent or approval of any other Person, including, without limitation, any regulatory authority or governmental body of the United States of America or any state thereof or any political subdivision of the United States of America or any state thereof; and (e) no Default exists, and all of the representations and warranties of Borrower contained in the Credit Agreement were true and correct in all instruments material respects when made and documents executed pursuant thereto or contemplated thereby are continue to be true and correct in all material respects on the date hereof; (c) the execution, delivery and as performance by Borrower of this date, other than those which Amendment and the consummation of the transactions contemplated hereby are within the corporate power of Borrower and have been disclosed duly authorized by all necessary corporate action on the part of Borrower, do not require any approval or consent, or filing with, any governmental agency or authority, do not violate any provisions of any law, rule or regulation or any provision of any order, writ, judgment, injunction, decree, determination or award presently in effect in which Borrower is named or any provision of the charter documents of Borrower and do not result in a breach of or constitute a default under any agreement or instrument to Administrative Agentwhich Borrower is a party or by which it or any of its properties are bound; (d) this Amendment constitutes the legal, Issuing Bank valid and Lenders binding obligation of Obligors, enforceable against Obligors in writingaccordance with its terms; (e) all payroll taxes required to be withheld from the wages of Borrower's employees have been paid or deposited when due; (f) each Obligor is entering into this Amendment freely and voluntarily with the advice of legal counsel of his or its own choosing; (g) each has freely and voluntarily agreed to the releases, waivers and undertakings set forth in this Amendment; (h) each understands that this increase in the Original Borrowing Base is temporary and that the Borrowing Base will automatically revert to the Original Borrowing Base on January 1, 2009; and (i) each understands that any amounts outstanding, due and owing to Lender in excess of the Original Borrowing Base on January 1, 2009 shall be immediately due and payable to Lender.

Representations and Warranties of Obligors. Each of the Obligors represents and warrants to Administrative Agent, Issuing Bank Agent and Lenders, with full knowledge that Administrative Agent, Issuing Bank, Agent and Lenders are relying on the following representations and warranties in executing this Amendment, as follows: (a) each Each Obligor has the organizational power and authority to execute, deliver and perform this Amendment and such other Loan Documents executed in connection herewith, and all organizational action on the part of such Person requisite for the due execution, delivery and performance of this Amendment and such other Loan Documents executed in connection herewith has been duly and effectively taken;. (b) the Credit The Original Agreement, as amended by this Amendment, the Loan Documents and each and every other document executed and delivered in connection with this Amendment to which any Obligor is a party constitute the legal, valid and binding obligations of each Obligor to the extent it is a party thereto, enforceable against such Person in accordance with their respective terms;. (c) this This Amendment does not and will not violate any provisions of any of the organizational documents Organization Documents of any Obligor, or any contract, agreement, instrument or requirement of any Governmental Authority to which any Obligor Borrower is subject. Obligors' execution of this Amendment will not result in the creation or imposition of any lien upon any properties of any Obligor, other than those permitted by the Credit Original Agreement and this Amendment;. (d) the The execution, delivery and performance of this Amendment by Obligors does not require the consent or approval of any other Person, including, without limitation, any regulatory authority or governmental body of the United States of America or any state thereof or any political subdivision of the United States of America or any state thereof; and. (e) no No Default or Event of Default exists, and all of the representations and warranties contained in the Credit Original Agreement and all instruments and documents executed pursuant thereto or contemplated thereby are true and correct in all material respects on and as of this date, other than those which have been disclosed to Administrative Agent, Issuing Bank Agent and Lenders in writing. (f) Nothing in this SECTION 4 of this Amendment is intended to amend any of the representations or warranties contained in the Original Agreement or of the Loan Documents to which any Obligor is a party. (g) Attached hereto as EXHIBIT A is a true and correct copy of the Commitment Letter dated as of June 10, 2004, between Borrower and APL regarding Borrower's commitment to purchase up to $10,000,000 of preferred units in Atlas Pipeline Operating Partnership, L.P.