Common use of Semi-Annual Scheduled Determination of the Borrowing Base Clause in Contracts

Semi-Annual Scheduled Determination of the Borrowing Base. In addition, promptly after December 31 of each calendar year, commencing December 31, 2007, and in any event prior to March 31 of each calendar year (commencing March 31, 2008), the Borrower will make available for review by the Administrative Agent a Reserve Report in form and substance satisfactory to the Administrative Agent, prepared by the Borrower’s petroleum engineers, which report shall be dated as of December 31 of such calendar year and shall set forth the proven and producing oil and gas reserves attributable to the Oil and Gas Properties owned directly by the Borrower and its Subsidiaries that the Borrower wishes to include in the Borrowing Base and a projection of the rate of production and future net income, taxes, operating expenses and capital expenditures with respect thereto as of such date, based on pricing assumptions consistent with SEC reporting requirements at the time, together with additional data concerning pricing, hedging, quantities and purchasers of production, and other information and engineering and geological data as the Administrative Agent or any Lender may reasonably request. Within fifteen (15) days after receipt of all such Reserve Report and information, the Administrative Agent shall make an initial determination of a Proposed Borrowing Base, and upon such initial determination shall promptly notify the Lenders in writing of initial determination of the Proposed Borrowing Base. Such initial determination shall be made in the same manner and be subject to the same approvals as prescribed above with respect to the annual review, and likewise the Administrative Agent shall communicate the results of such initial determination to the Lenders. The Required Lenders shall approve such determination of the Proposed Borrowing Base by written notice to the Administrative Agent within fifteen (15) days of the giving of notice of such determination by the Administrative Agent to such Lenders; provided, however that failure by any Lender to confirm in writing the Administrative Agent’s determination of the Proposed Borrowing Base shall be, and shall be deemed, an approval of the Proposed Borrowing Base. If the Required Lenders fail to approve any such determination of the Proposed Borrowing Base made by the Administrative Agent hereunder in such fifteen (15) day period, then the Administrative Agent shall poll the Lenders to ascertain the highest Proposed Borrowing Base then acceptable to the Required Lenders for purposes of this Section 2.8.3 and, subject to the last sentence of this Section 2.8.3, such amounts shall become the new Borrowing Base, effective on the date specified in this Section 2.8. Upon agreement by the Administrative Agent and the Required Lenders of the amount of credit to be made available to the Borrower hereunder, the Administrative Agent shall, by written notice to the Borrower and the Lenders, designate the new Borrowing Base available to the Borrower. Such designation shall be effective as of the Business Day specified in such written notice (or, if no effective date is specified in such written notice, the next Business Day following delivery of such written notice) and such new Borrowing Base shall remain in effect until the next determination or redetermination of the Borrowing Base in accordance with this Agreement. Anything herein contained to the contrary notwithstanding, any determination or redetermination of the Borrowing Base resulting in any increase of the Borrowing Base in effect immediately prior to such determination or redetermination shall require the approval of all the Lenders in their sole discretion in accordance with their respective customary practices and standards for oil and gas lending as they exist at the particular time.

Semi-Annual Scheduled Determination of the Borrowing Base. In addition, promptly after December 31 July 1 of each calendar yearyear (commencing July 1, commencing December 31, 20072000), and in any event prior to March 31 September 1st of each calendar year (commencing March 31, 2008)year, the Borrower will make available for review by the Administrative Agent a Reserve Report report in form and substance reasonably satisfactory to the Administrative Agent, prepared by the Borrower’s ' petroleum engineers, which report shall be dated as of December 31 July 1 of such calendar year and shall set forth the proven and producing oil and gas reserves attributable to the Oil and Gas Mortgaged Properties owned directly by the Borrower and its Subsidiaries that which the Borrower wishes to include in the Borrowing Base and a projection of the rate of production and future net income, taxes, operating expenses and capital expenditures income with respect thereto thereto, as of such date, based on pricing assumptions consistent with SEC reporting requirements at the time, together with additional data concerning pricing, hedging, operating costs, quantities and purchasers of production, and other information and engineering and geological data as the Administrative Agent or any Lender may reasonably request. Within fifteen thirty (1530) days after receipt of all such Reserve Report report and information, the Administrative Agent shall make an initial determination of a Proposed the new Borrowing Base, and upon such initial determination shall promptly notify the Lenders in writing of initial determination Base as of the Proposed Borrowing Basepreceding July 1. Such initial determination shall be made in the same manner and be subject to the same approvals as prescribed above with respect to the annual review, and likewise the Administrative Agent shall communicate the results of such initial determination to the Lenders. The Borrowing Base Required Lenders shall approve such determination of the Proposed Borrowing Base by written notice to the Administrative Agent within fifteen (15) days of the giving of notice of such determination by the Administrative Agent to such LendersAgent; provided, however that failure by any Lender to confirm in writing the Administrative Agent’s 's determination of the Proposed Borrowing Base shall be, and shall be deemed, an approval a rejection of the Proposed Borrowing Basesuch determination. If the Borrowing Base Required Lenders fail to approve any such initial determination of the Proposed Borrowing Base made by the Administrative Agent hereunder in such fifteen (15) day periodpursuant to this Section 2.8(c), then the Administrative Agent shall poll the Lenders to ascertain the highest Proposed Borrowing Base then acceptable to the Required Lenders shall as soon as practicable make a determination of the Borrowing Base based on their sole discretion in accordance with their respective customary practices and standards for purposes of this Section 2.8.3 and, subject to the last sentence of this Section 2.8.3, such amounts shall become the new Borrowing Base, effective on the date specified in this Section 2.8oil and gas loans. Upon agreement by the Administrative Agent and the Borrowing Base Required Lenders of the amount of credit to be made available to the Borrower hereunder, the Administrative Agent shall, by written notice to the Borrower and the Lenders, designate the new Borrowing Base available to the Borrower. Such designation shall be effective as of the Business Day specified in such written notice (or, if no effective date is specified in such written notice, the next Business Day following delivery of such written notice) and such new Borrowing Base shall remain in effect until the next determination or redetermination of the Borrowing Base in accordance with this Agreement. Anything herein contained to the contrary notwithstanding, any determination or redetermination of the Borrowing Base resulting in any increase of the Borrowing Base in effect immediately prior to such determination or redetermination shall require the approval be approved by all of all the Lenders in their sole discretion in accordance with their respective customary practices and standards for oil and gas lending as they exist at the particular timeabsolute discretion.

Semi-Annual Scheduled Determination of the Borrowing Base. In addition, promptly (a) Promptly after December 31 of each calendar year, commencing December 31, 20072016, and in any event prior to March 31 1 of each calendar year year, (commencing March 31, 2008), whether before or after the Borrowing Base Initiation Date) the Borrower will make available for review by the Administrative Agent a Reserve Report in form and substance reasonably satisfactory to the Administrative Agent, prepared by the Borrower’s petroleum engineers, which report shall be dated as of December 31 of such calendar year and shall set forth the proven and producing oil and gas reserves attributable to the Oil and Gas Properties owned directly by the Borrower and its Subsidiaries that the Borrower wishes to include in the Borrowing Base Subsidiary Guarantors and a projection of the rate of production and future net income, taxes, operating expenses and capital expenditures with respect thereto as of such date, based on pricing assumptions consistent with SEC reporting requirements at the time, together with additional data concerning pricing, hedging, quantities and purchasers of production, and other information and engineering and geological data as the Administrative Agent or any Lender may reasonably request. Within . (b) If such December 31 of any calendar year is on or after the Borrowing Base Initiation Date, within fifteen (15) days after receipt of all such Reserve Report and information, all such information the Administrative Agent shall make an initial determination of a Proposed Borrowing Base, and upon such initial determination shall promptly notify the Lenders in writing of initial determination of the Proposed proposed Borrowing Base. Such initial determination shall be made in the same manner and be subject to the same approvals as prescribed above with respect to the annual review, and likewise the Administrative Agent shall communicate the results of such initial determination to the Lenders. The Required Lenders shall approve After having received notice of such determination of the Proposed Borrowing Base proposal by written notice to the Administrative Agent within Agent, each Lender shall have fifteen (15) days of to approve or disapprove such proposal. If, at the giving of notice end of such determination by fifteen (15) days, any Lender has not communicated to the Administrative Agent its approval or disapproval, such failure to such Lenders; provided, however that failure by any Lender to confirm in writing the Administrative Agent’s determination of the Proposed Borrowing Base shall be, and respond shall be deemed, deemed to be an approval of the Proposed new or reaffirmed Borrowing BaseBase proposed by the Administrative Agent. If the Required Borrowing Base Lenders fail to approve any such determination of the Proposed proposed Borrowing Base made by the Administrative Agent hereunder in such fifteen (15) day period, then the Administrative Agent shall poll the Lenders to ascertain the highest Proposed proposed Borrowing Base then acceptable to the Required Borrowing Base Lenders for purposes of this Section 2.8.3 (it being understood that each Lender is deemed to have agreed to any and all Borrowing Base amounts that are lower than the amount actually approved to by such Lender) and, subject to the last sentence of this Section 2.8.3, such amounts amount shall become the new Borrowing Base, effective on the date specified in this Section 2.8. Upon agreement by the Administrative Agent and the Required Borrowing Base Lenders of the amount of credit to be made available to the Borrower hereunder, the Administrative Agent shall, by written notice to the Borrower and the Lenders, designate the new Borrowing Base available to the Borrower. Such designation shall be effective as of the Business Day specified in such written notice (or, if no effective date is specified in such written notice, the next Business Day following delivery of such written notice) and such new Borrowing Base shall remain in effect until the next determination or redetermination or adjustment of the Borrowing Base in accordance with this Agreement. Anything herein contained to the contrary notwithstanding, any determination or redetermination of the Borrowing Base resulting in any increase of the Borrowing Base in effect immediately prior to such determination or redetermination shall require the approval of all the Required Borrowing Base Lenders in their sole discretion in accordance with their respective customary practices and standards for oil and gas lending as they exist at the particular time.

Semi-Annual Scheduled Determination of the Borrowing Base. In addition, promptly within ninety (90) days after December 31 of each calendar yearJune 30, commencing December 31June 30, 2007, and in any event prior to March 31 of each calendar year (commencing March 31, 2008), the Borrower will make available for review by the Administrative Agent a Reserve Report (and a separate report using the Administrative Agent's internal pricing assumptions as provided by the Administrative Agent not less than five (5) days prior to the date such Reserve Report is due) in form and substance satisfactory to the Administrative Agent, prepared by the Borrower’s 's petroleum engineers, which report shall be dated as of December 31 July 1 of such calendar year and shall set forth the proven and producing oil and gas reserves attributable to the Oil and Gas Properties owned directly by the Borrower and its Subsidiaries that the Borrower wishes to include in the Borrowing Base and a projection of the rate of production and future net income, taxes, operating expenses and capital expenditures with respect thereto as of such date, based on pricing assumptions consistent with SEC reporting requirements at the timeyear, together with additional data concerning pricing, hedging, quantities and purchasers of production, and other information and engineering and geological data as the Administrative Agent or any Lender may reasonably request. Borrower shall also deliver a Probable and Possible Report and a Financial Forecast at the same time. If the semi-annual Reserve Report pursuant to this Section 2.8.3 is not prepared by an Approved Engineer, the assumptions and methodology used for, among other things, classifying the reserves as Proved Developed Producing; Proved Developed Non-producing and Proved Undeveloped shall be consistent with the assumptions used by the Approved Engineer in its most recent report. Borrower shall also deliver a Probable and Possible Report. Within fifteen (15) 15 days after receipt of all such Reserve Report and information, the Administrative Agent shall make an initial determination of a Proposed Borrowing Base, and upon such initial determination determinations shall promptly notify the Lenders in writing of initial determination determinations of the Proposed Borrowing Base. Such initial determination shall be made in the same manner and be subject to the same approvals as prescribed above with respect to the annual review, and likewise the Administrative Agent shall communicate the results of such initial determination to the Lenders. The Required Lenders shall approve such determination determinations of the Proposed Borrowing Base by written notice to the Administrative Agent within fifteen (15) days of the giving of notice of such determination determinations by the Administrative Agent to such Lenders; provided, provided however that failure by any Lender to confirm in writing the Administrative Agent’s 's determination of the Proposed Borrowing Base shall be, and shall be deemed, an approval of the Proposed Borrowing Base. If the Required Lenders fail to approve any such determination of the Proposed Borrowing Base made by the Administrative Agent hereunder in such fifteen (15) day period, then the Administrative Agent shall poll the Lenders to ascertain the highest Proposed Borrowing Base then acceptable to the Required Lenders for purposes of this Section 2.8.3 and, subject to the last sentence of this Section 2.8.3, such amounts shall become the new Borrowing Base, effective on the date specified in this Section 2.8. Upon agreement by the Administrative Agent and the Required Lenders of the amount of credit to be made available to the Borrower hereunder, the Administrative Agent shall, by written notice to the Borrower and the Lenders, designate the new Borrowing Base available to the Borrower. Such designation shall be effective as of the Business Day specified in such written notice (or, if no effective date is specified in such written notice, the next Business Day following delivery of such written notice) and such new Borrowing Base shall shall, subject to the reductions described in Section 2.8.7 below, remain in effect until the next determination or redetermination of the Borrowing Base in accordance with this Agreement. Anything herein contained to the contrary notwithstanding, any determination or redetermination of the Borrowing Base resulting in any increase of the Borrowing Base in effect immediately prior to such determination or redetermination shall only be made at the request of the Borrower and shall require the approval of all the Lenders in their sole discretion in accordance with their respective customary practices and standards for oil and gas lending as they exist at the particular time.

Semi-Annual Scheduled Determination of the Borrowing Base. In addition, promptly after December 31 June 30 of each calendar year, commencing December 31June 30, 20072011, and in any event on or prior to March 31 September 1 of each calendar year (commencing March 31, 2008)year, the Borrower will make available for review by the Administrative Agent a Reserve Report in form and substance satisfactory to the Administrative Agent, prepared by the Borrower’s petroleum engineers, which report shall be dated as of December 31 June 30 of such calendar year and shall set forth the proven and producing oil and gas reserves attributable to the Oil and Gas Properties owned directly by the Borrower and its Borrowing Base Subsidiaries that the Borrower wishes to include in the Borrowing Base and a projection of the rate of production and future net incomerevenue, taxes, operating expenses and capital expenditures with respect thereto as of such date, based on pricing assumptions consistent with SEC reporting requirements at the time, together with additional data concerning pricing, hedging, quantities and purchasers of production, and other information and engineering and geological data as the Administrative Agent or any Lender may reasonably request; provided that notwithstanding the foregoing, with respect only to the Reserve Report to be dated June 30, 2011 and not any other calendar year, such Reserve Report shall be as of August 31, 2011, and shall be delivered pursuant hereto on or prior to October 1, 2011, and may be prepared internally by the Borrower. Within fifteen (15) days after receipt of all such Reserve Report and information, the Administrative Agent shall make an initial determination of a Proposed Borrowing Base, and upon such initial determination shall promptly notify the Lenders in writing of initial determination of the Proposed Borrowing Base. Such initial determination shall be made in the same manner and be subject to the same approvals as prescribed above with respect to the annual review, and likewise the Administrative Agent shall communicate the results of such initial determination to the Lenders. The Required Borrowing Base Lenders shall shall, acting in accordance with their respective customary practices and standards for oil and gas lending as they exist at the particular time, approve or reject such determination of the Proposed Borrowing Base by written notice to the Administrative Agent within fifteen (15) days (or, with respect to a Proposed Borrowing Base that would result in an increase of the Borrowing Base in effect immediately prior to such determination or redetermination, twenty-one (21) days) of the giving of notice of such determination by the Administrative Agent to such Lenders; provided, however that failure by any Lender to confirm in writing the Administrative Agent’s determination of the Proposed Borrowing Base shall be, and shall be deemed, an approval of the Proposed Borrowing Base. If the Required Borrowing Base Lenders (or, as to any increase of the Borrowing Base over the Borrowing Base in effect immediately prior to such determination or redetermination, all Lenders) fail to approve any such determination of the Proposed Borrowing Base made by the Administrative Agent hereunder in such fifteen (15) day period or such twenty-one (21) day period, as the case may be, then the Administrative Agent shall poll the Lenders to ascertain the highest Proposed Borrowing Base then acceptable to the Required Borrowing Base Lenders (or, as to any proposed increase of the Borrowing Base, all Lenders) for purposes of this Section 2.8.3 and, subject (it being understood that each Lender is deemed to have agreed to any and all Borrowing Base amounts that are lower than the last sentence of this Section 2.8.3, amount actually agreed to by such amounts Lender) and such amount shall become the new Borrowing Base, effective on the date specified in this Section 2.8. Upon agreement by the Administrative Agent and the Required Borrowing Base Lenders of the amount of credit to be made available to the Borrower hereunder, the Administrative Agent shall, by written notice to the Borrower and the Lenders, designate the new Borrowing Base available to the Borrower. Such designation shall be effective as of the Business Day specified in such written notice (or, if no effective date is specified in such written notice, the next Business Day following delivery of such written notice) and such new Borrowing Base shall remain in effect until the next determination or redetermination of the Borrowing Base in accordance with this Agreement. Anything herein contained to the contrary notwithstanding, any determination or redetermination of the Borrowing Base resulting in any increase of the Borrowing Base in effect immediately prior to such determination or redetermination shall require the approval of all the Lenders in their sole discretion in accordance with their respective customary practices and standards for oil and gas lending as they exist at the particular time.

Semi-Annual Scheduled Determination of the Borrowing Base. In addition, promptly after December 31 January 1 of each calendar yearyear (commencing January 1, commencing December 31, 20072008), and in any event prior to March 31 1st of each calendar year (commencing March 31, 2008)year, the Borrower will make available for review by the Administrative Agent shall furnish to Lenders a Reserve Report report in form and substance satisfactory to the Administrative AgentLenders, prepared (i) prior to the occurrence of an Event of Default, by the Borrower’s petroleum engineersengineers and (ii) after the occurrence of an Event of Default, by an Approved Engineer, and, in either case, reviewed and approved by Agent, which report shall be dated as of December 31 January 1 of such calendar year and shall set forth the proven and producing oil and gas reserves attributable to the Oil and Gas Properties owned directly by the Borrower and its Subsidiaries that the Borrower wishes to include in the Borrowing Base Properties, and a projection of the rate of production and future net income, taxes, operating expenses and capital expenditures income with respect thereto thereto, as of such date, based on pricing assumptions consistent with SEC reporting requirements at the time, together with additional data concerning pricing, hedging, operating costs, quantities and purchasers of production, and other information and engineering and geological data as the Administrative Agent or any Lender may reasonably request. Within fifteen thirty (1530) days after receipt of all such Reserve Report report and informationinformation and its review and approval by Agent, the Administrative Agent shall make an initial determination of a Proposed Borrowing Base, and upon such initial determination shall promptly notify the Lenders in writing of initial determination recommendation of the Proposed amount of credit available to Borrower hereunder (a “Recommended Borrowing BaseBase Determination”). Such initial determination shall be made in Agent and the same manner and be subject to the same approvals as prescribed above with respect to the annual review, and likewise the Administrative Agent shall communicate the results of such initial determination to the Lenders. The Required Lenders shall approve such determination or reject Agent’s Recommended Borrowing Base Determination within twenty (20) Business Days of Agent’s notification of the Proposed Recommended Borrowing Base by written notice to the Administrative Agent within fifteen (15) days of the giving of notice of such determination by the Administrative Agent to such Lenders; provided, however that failure by any Lender to confirm in writing the Administrative Agent’s determination of the Proposed Borrowing Base shall be, and shall be deemed, an approval of the Proposed Borrowing BaseDetermination. If Agent and the Required Lenders fail to approve any such determination of the Proposed Borrowing Base made by the Administrative Agent hereunder in such fifteen twenty (15) day 20)-Business Day period, then the Administrative Agent shall poll all Lenders, and the Lenders to ascertain Borrowing Base shall be set at the highest Proposed Borrowing Base then acceptable to the Required Lenders for purposes of this Section 2.8.3 and, subject to the last sentence of this Section 2.8.3, such amounts shall become the new Borrowing Base, effective amount on the date specified in this Section 2.8. Upon agreement by the Administrative which Agent and the Required Lenders can agree, it being understood that a Lender is deemed to have agreed to any and all amounts that are lower than the amount actually determined by such Lender to be the appropriate value of the Borrowing Base. Upon approval or deemed approval by Agent and the Required Lenders, or all Lenders, as the case may be, of the amount of credit to be made available to the Borrower hereunder, the Administrative Agent shall, by written notice to the Borrower and the Lenders, designate the new Borrowing Base available to the Borrower. Such designation Notwithstanding anything contained herein to the contrary, no Lender shall be effective as of the Business Day specified in such written notice (or, if no effective date is specified in such written notice, the next Business Day following delivery of such written notice) and such new Borrowing Base shall remain in effect until the next determination or redetermination of the Borrowing Base in accordance with this Agreement. Anything herein contained obligated to the contrary notwithstanding, any determination or redetermination of the Borrowing Base resulting in any increase of the Borrowing Base in effect immediately prior to such determination or redetermination shall require the approval of all the Lenders in their sole discretion in accordance with their respective customary practices and standards for oil and gas lending as they exist at the particular timeits Commitment without its consent.

Semi-Annual Scheduled Determination of the Borrowing Base. In addition, promptly (a) Promptly after December 31 July 1 of each calendar year, commencing December 31July 1, 20072017, and in any event prior to March 31 September 1 of each calendar year year, (commencing March 31, 2008), whether before or after the Borrowing Base Initiation Date) the Borrower will make available for review by the Administrative Agent a Reserve Report in form and substance reasonably satisfactory to the Administrative Agent, prepared by the Borrower’s petroleum engineers, which report shall be dated as of December 31 July 1 of such calendar year and shall set forth the proven and producing oil and gas reserves attributable to the Oil and Gas Properties owned directly by the Borrower and its Subsidiaries that the Borrower wishes to include in the Borrowing Base Subsidiary Guarantors and a projection of the rate of production and future net income, taxes, operating expenses and capital expenditures with respect thereto as of such date, based on pricing assumptions consistent with SEC reporting requirements at the time, together with additional data concerning pricing, hedging, quantities and purchasers of production, and other information and engineering and geological data as the Administrative Agent or any Lender may reasonably request. Within . (b) If such July 1 of any calendar year is on or after the Borrowing Base Initiation Date, within fifteen (15) days after receipt of all such Reserve Report and information, all such information the Administrative Agent shall make an initial determination of a Proposed Borrowing Base, and upon such initial determination shall promptly notify the Lenders in writing of initial determination of the Proposed proposed Borrowing Base. Such initial determination shall be made in the same manner and be subject to the same approvals as prescribed above with respect to the annual review, and likewise the Administrative Agent shall communicate the results of such initial determination to the Lenders. The Required Lenders shall approve After having received notice of such determination of the Proposed Borrowing Base proposal by written notice to the Administrative Agent within Agent, each Lender shall have fifteen (15) days of to approve or disapprove such proposal. If, at the giving of notice end of such determination by fifteen (15) days, any Lender has not communicated to the Administrative Agent its approval or disapproval, such failure to such Lenders; provided, however that failure by any Lender to confirm in writing the Administrative Agent’s determination of the Proposed Borrowing Base shall be, and respond shall be deemed, deemed to be an approval of the Proposed new or reaffirmed Borrowing BaseBase proposed by the Administrative Agent. If the Required Borrowing Base Lenders fail to approve any such determination of the Proposed proposed Borrowing Base made by the Administrative Agent hereunder in such fifteen (15) day period, then the Administrative Agent shall poll the Lenders to ascertain the highest Proposed proposed Borrowing Base then acceptable to the Required Borrowing Base Lenders for purposes of this Section 2.8.3 (it being understood that each Lender is deemed to have agreed to any and all Borrowing Base amounts that are lower than the amount actually approved to by such Lender) and, subject to the last sentence of this Section 2.8.3, such amounts amount shall become the new Borrowing Base, effective on the date specified in this Section 2.8. Upon agreement by the Administrative Agent and the Required Borrowing Base Lenders of the amount of credit to be made available to the Borrower hereunder, the Administrative Agent shall, by written notice to the Borrower and the Lenders, designate the new Borrowing Base available to the Borrower. Such designation shall be effective as of the Business Day specified in such written notice (or, if no effective date is specified in such written notice, the next Business Day following delivery of such written notice) and such new Borrowing Base shall remain in effect until the next determination or redetermination or adjustment of the Borrowing Base in accordance with this Agreement. Anything herein contained to the contrary notwithstanding, any determination or redetermination of the Borrowing Base resulting in any increase of the Borrowing Base in effect immediately prior to such determination or redetermination shall require the approval of all the Required Borrowing Base Lenders in their sole discretion in accordance with their respective customary practices and standards for oil and gas lending as they exist at the particular time. (c) Section 7 of the First Lien Credit Agreement is hereby amended by: (i) amending and restating Sections 7.1.1(a) and (b) in their entirety to the following: (a) as soon as available and in any event within 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year (for the avoidance of doubt, including for the fiscal quarter ending March 31, 2017), an unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of income and cash flow of the Borrower and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, and including (in each case), in comparative form the figures for the corresponding Fiscal Quarter in, and year to date portion of, the immediately preceding Fiscal Year, in each case, certified as complete and correct by the chief financial or accounting Authorized Officer of the Borrower (subject to normal year-end audit adjustments); (b) as soon as available and in any event within 120 days after the end of each Fiscal Year (for the avoidance of doubt, including for the partial Fiscal Year ending December 31, 2016), a copy of the consolidated balance sheet of the Borrower and its Subsidiaries, and the related consolidated statements of income and cash flow of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in comparative form the figures for the immediately preceding Fiscal Year, audited (without any Impermissible Qualification) by independent public accountants reasonably acceptable to the Administrative Agent, that shall include a calculation of the financial covenants set forth in Section 7.2.4 and stating that, in performing the examination necessary to deliver the audited financial statements of the Borrower, no knowledge was obtained of any Event of Default; (ii) amending the date “September 30, 2017” in Section 7.1.1(c) to the date “March 31, 2018”; (iii) amending and restating clauses (vi) and (vii) of Section 7.1.1(m) in their entirety to the following:

Semi-Annual Scheduled Determination of the Borrowing Base. In addition, promptly by not later than July 1, 2006, and thereafter within ninety (90) days after December 31 of each calendar yearJune 30, commencing December 31June 30, 2007, and in any event prior to March 31 of each calendar year (commencing March 31, 2008), the Borrower will make available for review by the Administrative Agent a Reserve Report in form and substance satisfactory to the Administrative Agent, prepared by the Borrower’s petroleum engineers, which report shall be dated as of December 31 July 1 of such calendar year and shall set forth the proven and producing oil and gas reserves attributable to the Oil and Gas Properties owned directly by the Borrower and its Subsidiaries that the Borrower wishes to include in the Borrowing Base and a projection of the rate of production and future net income, taxes, operating expenses and capital expenditures with respect thereto as of such date, based on pricing assumptions consistent with SEC reporting requirements at the time, together with additional data concerning pricing, hedging, quantities and purchasers of production, and other information and engineering and geological data as the Administrative Agent or any Lender may reasonably request. Within fifteen (15) days after receipt of all such Reserve Report and information, the Administrative Agent shall make an initial determination of a Proposed Borrowing Base as well as an initial determination of the Projected Borrowing Base, which for purposes of this Section 2.8.3 shall be the anticipated Borrowing Base at the time of the semiannual determination described in Section 2.8.2, and upon such initial determination determinations shall promptly notify the Lenders in writing of initial determination determinations of the Proposed Borrowing Base and the Projected Borrowing Base. Such initial determination determinations shall be made in the same manner and be subject to the same approvals as prescribed above with respect to the annual review, and likewise the Administrative Agent shall communicate the results of such initial determination determinations to the Lenders. The Required Lenders shall approve such determination determinations of the Proposed Borrowing Base and the Projected Borrowing Base by written notice to the Administrative Agent within fifteen (15) days of the giving of notice of such determination determinations by the Administrative Agent to such Lenders; provided, however that failure by any Lender to confirm in writing the Administrative Agent’s determination of the Proposed Borrowing Base and the Projected Borrowing Base shall be, and shall be deemed, an approval of the Proposed Borrowing Base or the Projected Borrowing Base, as the case may be. If the Required Lenders fail to approve any such determination of the Proposed Borrowing Base or the Projected Borrowing Base made by the Administrative Agent hereunder in such fifteen (15) day period, then the Administrative Agent shall poll the Lenders to ascertain the highest Proposed Borrowing Base and Projected Borrowing Base then acceptable to the Required Lenders for purposes of this Section 2.8.3 and, subject to the last sentence of this Section 2.8.3, such amounts shall become the new Borrowing Base and the Projected Borrowing Base, as appropriate, effective on the date specified in this Section 2.8. Upon agreement by the Administrative Agent and the Required Lenders of the amount of credit to be made available to the Borrower hereunder, the Administrative Agent shall, by written notice to the Borrower and the Lenders, designate the new Borrowing Base available to the BorrowerBorrower and designate the Projected Borrowing Base. Such designation shall be effective as of the Business Day specified in such written notice (or, if no effective date is specified in such written notice, the next Business Day following delivery of such written notice) and such new Borrowing Base shall shall, subject to the reductions described in Section 2.8.7 below, remain in effect until the next determination or redetermination of the Borrowing Base in accordance with this Agreement. Anything herein contained to the contrary notwithstanding, any determination or redetermination of the Borrowing Base resulting in any increase of the Borrowing Base in effect immediately prior to such determination or redetermination shall require the approval of all the Lenders in their sole discretion in accordance with their respective customary practices and standards for oil and gas lending as they exist at the particular time.

Semi-Annual Scheduled Determination of the Borrowing Base. In addition, promptly after December 31 of each calendar year, commencing December 31, 20072011, and in any event prior to March 31 of each calendar year (commencing March 31, 2008)year, the Borrower will make available for review by the Administrative Agent a Reserve Report in form and substance satisfactory to the Administrative Agent, prepared by the Borrower’s petroleum engineers, which report shall be dated as of December 31 of such calendar year and shall set forth the proven and producing oil and gas reserves attributable to the Oil and Gas Properties owned directly by the Borrower and its Subsidiaries that the Borrower wishes to include in the Borrowing Base and a projection of the rate of production and future net income, taxes, operating expenses and capital expenditures with respect thereto as of such date, based on pricing assumptions consistent with SEC reporting requirements at the time, together with additional data concerning pricing, hedging, quantities and purchasers of production, and other information and engineering and geological data as the Administrative Agent or any Lender may reasonably request. Within fifteen (15) days after receipt of all such Reserve Reports and information (commencing with receipt of the Reserve Report and informationdated December 31, 2011), the Administrative Agent shall make an initial determination of a Proposed Borrowing Base, and upon such initial determination shall promptly notify the Lenders in writing of initial determination of the Proposed Borrowing Base. Such initial determination shall be made in the same manner and be subject to the same approvals as prescribed above with respect to the annual review, and likewise the Administrative Agent shall communicate the results of such initial determination to the Lenders. The Required Lenders shall approve After having received notice of such determination of the Proposed Borrowing Base proposal by written notice to the Administrative Agent within Agent, each Lender shall have fifteen (15) days of to agree or disagree with such proposal. If, at the giving of notice end of such determination by fifteen (15) days, any Lender has not communicated to the Administrative Agent its approval or disapproval, such failure to such Lenders; provided, however that failure by any Lender to confirm in writing the Administrative Agent’s determination of the Proposed Borrowing Base shall be, and respond shall be deemed, deemed to be an approval of the Proposed new or reaffirmed Borrowing BaseBase proposed by the Administrative Agent. If the Required Lenders fail to approve any such determination of the Proposed Borrowing Base made by the Administrative Agent hereunder in such fifteen (15) day period, then the Administrative Agent shall poll the Lenders to ascertain the highest Proposed Borrowing Base then acceptable to the Required Lenders for purposes of this Section 2.8.3 (it being understood that each Lender is deemed to have agreed to any and all Borrowing Base amounts that are lower than the amount actually agreed to by such Lender) and, subject to the last sentence of this Section 2.8.3, such amounts amount shall become the new Borrowing Base, effective on the date specified in this Section 2.8. Upon agreement by the Administrative Agent and the Required Lenders of the amount of credit to be made available to the Borrower hereunder, the Administrative Agent shall, by written notice to the Borrower and the Lenders, designate the new Borrowing Base available to the Borrower. Such designation shall be effective as of the Business Day specified in such written notice (or, if no effective date is specified in such written notice, the next Business Day following delivery of such written notice) and such new Borrowing Base shall remain in effect until the next determination or redetermination of the Borrowing Base in accordance with this Agreement. Anything herein contained to the contrary notwithstanding, any determination or redetermination of the Borrowing Base resulting in any increase of the Borrowing Base in effect immediately prior to such determination or redetermination shall require the approval of all the Lenders in their sole discretion in accordance with their respective customary practices and standards for oil and gas lending as they exist at the particular time.

Semi-Annual Scheduled Determination of the Borrowing Base. In addition, promptly after December 31 of each calendar year, commencing December 31, 20072010, and in any event prior to March 31 of each calendar year (commencing March 31, 2008)year, the Borrower will make available for review by the Administrative Agent a Reserve Report in form and substance satisfactory to the Administrative Agent, prepared by the Borrower’s petroleum engineers, which report shall be dated as of December 31 of such calendar year and shall set forth the proven and producing oil and gas reserves attributable to the Oil and Gas Properties owned directly by the Borrower and its Subsidiaries that the Borrower wishes to include in the Borrowing Base and a projection of the rate of production and future net income, taxes, operating expenses and capital expenditures with respect thereto as of such date, based on pricing assumptions consistent with SEC reporting requirements at the time, together with additional data concerning pricing, hedging, quantities and purchasers of production, and other information and engineering and geological data as the Administrative Agent or any Lender may reasonably request. Within fifteen (15) days after receipt of all such Reserve Reports and information (commencing with receipt of the Reserve Report and informationdated December 31, 2010), the Administrative Agent shall make an initial determination of a Proposed Borrowing Base, and upon such initial determination shall promptly notify the Lenders in writing of initial determination of the Proposed Borrowing Base. Such initial determination shall be made in the same manner and be subject to the same approvals as prescribed above with respect to the annual review, and likewise the Administrative Agent shall communicate the results of such initial determination to the Lenders. The Required Lenders shall approve or reject such determination of the Proposed Borrowing Base by written notice to the Administrative Agent within fifteen (15) days of the giving of notice of such determination by the Administrative Agent to such Lenders; provided, however that the failure by any Lender to confirm in writing approve or reject the Administrative Agent’s determination of the Proposed Borrowing Base Base, in writing, shall be, and shall be deemeddeemed to be, an approval of the Proposed Borrowing Base. If the Required Lenders fail to approve any such determination of the Proposed Borrowing Base made by the Administrative Agent hereunder in such fifteen (15) day period, then the Administrative Agent shall poll the Lenders to ascertain the highest Proposed Borrowing Base then acceptable to the Required Lenders for purposes of this Section 2.8.3 and, subject to the last sentence of this Section 2.8.3, such amounts shall become the new Borrowing Base, effective on the date specified in this Section 2.8. Upon agreement by the Administrative Agent and the Required Lenders of the amount of credit to be made available to the Borrower hereunder, the Administrative Agent shall, by written notice to the Borrower and the Lenders, designate the new Borrowing Base available to the Borrower. Such designation shall be effective as of the Business Day specified in such written notice (or, if no effective date is specified in such written notice, the next Business Day following delivery of such written notice) and such new Borrowing Base shall remain in effect until the next determination or redetermination of the Borrowing Base in accordance with this Agreement. Anything herein contained to the contrary notwithstanding, any determination or redetermination of the Borrowing Base resulting in any increase of the Borrowing Base in effect immediately prior to such determination or redetermination shall require the approval of all the Lenders in their sole discretion in accordance with their respective customary practices and standards for oil and gas lending as they exist at the particular time.” (p) Amendment to Section 2.8

Semi-Annual Scheduled Determination of the Borrowing Base. In addition, promptly after December 31 January 1 of each calendar yearyear (commencing January 1, commencing December 31, 20072008), and in any event prior to March 31 1st of each calendar year (commencing March 31, 2008)year, the Borrower will make available for review by the Administrative Agent shall furnish to Lenders a Reserve Report report in form and substance satisfactory to the Administrative AgentLenders, prepared (i) prior to the occurrence of an Event of Default, by the Borrower’s petroleum engineersengineers and (ii) after the occurrence of an Event of Default, by an Approved Engineer, and, in either case, reviewed and approved by Agent, which report shall be dated as of December 31 January 1 of such calendar year and shall set forth the proven and producing oil and gas reserves attributable to the Oil and Gas Properties owned directly by the Borrower and its Subsidiaries that the Borrower wishes to include in the Borrowing Base Properties, and a projection of the rate of production and future net income, taxes, operating expenses and capital expenditures income with respect thereto thereto, as of such date, based on pricing assumptions consistent with SEC reporting requirements at the time, together with additional data concerning pricing, hedging, operating costs, quantities and purchasers of production, and other information and engineering and geological data as the Administrative Agent or any Lender may reasonably request. Within fifteen thirty (1530) days after receipt of all such Reserve Report report and informationinformation and its review and approval by Agent, the Administrative Agent shall make an initial determination of a Proposed Borrowing Base, and upon such initial determination shall promptly notify the Lenders in writing of initial determination recommendation of the Proposed amount of credit available to Borrower hereunder (a “Recommended Borrowing BaseBase Determination”). Such initial determination shall be made in Agent and the same manner and be subject to the same approvals as prescribed above with respect to the annual review, and likewise the Administrative Agent shall communicate the results of such initial determination to the Lenders. The Required Lenders shall approve such determination or reject Agent’s Recommended Borrowing Base Determination within ten (10) Business Days of Agent’s notification of the Proposed Recommended Borrowing Base by written notice to the Administrative Agent within fifteen (15) days of the giving of notice of such determination by the Administrative Agent to such Lenders; provided, however that failure by any Lender to confirm in writing the Administrative Agent’s determination of the Proposed Borrowing Base shall be, and shall be deemed, an approval of the Proposed Borrowing BaseDetermination. If Agent and the Required Lenders fail to approve any such determination of the Proposed Borrowing Base made by the Administrative Agent hereunder in such fifteen (15) day ten-Business Day period, then the Administrative Agent shall poll all Lenders, and the Lenders to ascertain Borrowing Base shall be set at the highest Proposed Borrowing Base then acceptable to the Required Lenders for purposes of this Section 2.8.3 and, subject to the last sentence of this Section 2.8.3, such amounts shall become the new Borrowing Base, effective amount on the date specified in this Section 2.8. Upon agreement by the Administrative which Agent and the Required Lenders can agree, it being understood that a Lender is deemed to have agreed to any and all amounts that are lower than the amount actually determined by such Lender to be the appropriate value of the Borrowing Base. Upon approval or deemed approval by Agent and the Required Lenders, or all Lenders, as the case may be, of the amount of credit to be made available to the Borrower hereunder, the Administrative Agent shall, by written notice to the Borrower and the Lenders, designate the new Borrowing Base available to the Borrower. Such designation Notwithstanding anything contained herein to the contrary, no Lender shall be effective as of the Business Day specified in such written notice (or, if no effective date is specified in such written notice, the next Business Day following delivery of such written notice) and such new Borrowing Base shall remain in effect until the next determination or redetermination of the Borrowing Base in accordance with this Agreement. Anything herein contained obligated to the contrary notwithstanding, any determination or redetermination of the Borrowing Base resulting in any increase of the Borrowing Base in effect immediately prior to such determination or redetermination shall require the approval of all the Lenders in their sole discretion in accordance with their respective customary practices and standards for oil and gas lending as they exist at the particular timeits Commitment without its consent.

Semi-Annual Scheduled Determination of the Borrowing Base. In addition, promptly after December 31 June 30 of each calendar year, commencing December 31June 30, 20072004, and in any event prior to March 31 September 1 of each the same calendar year (commencing March 31, 2008)year, the Borrower will make available for review by shall furnish to the Administrative Agent Engineering Banks and the other Lenders a Reserve Report in form and substance satisfactory to the Administrative Agent, prepared by the Borrower’s 's internal petroleum engineers, which report (a) shall be dated as of December 31 June 30 of such calendar year year; (b) be accompanied by a certificate of an Authorized Officer of the Borrower certifying as to matters described in Section 7.1.1(m)(iv); and shall (c) set forth the proven and producing oil and gas reserves Proven Reserves attributable to the Oil and Gas Properties owned directly by Properties, along with (to the Borrower and its Subsidiaries that the Borrower wishes to include extent not included in the Borrowing Base and such Reserve Report) a projection of the rate of production and future net income, taxes, operating expenses and capital expenditures income with respect thereto thereto, as of such date, based on pricing assumptions consistent with SEC reporting requirements at the time, together with additional data concerning pricing, hedging, operating costs, quantities and purchasers of production, and other information and engineering and geological data as the Administrative Agent Engineering Banks, the Issuer or any Lender may reasonably request. Within fifteen thirty (1530) days after receipt of all such Reserve Report report and information, the Administrative Agent Engineering Banks shall make an initial determination of a Proposed Recommended Borrowing Base, and upon such initial determination shall promptly notify Base Determination as to the Lenders in writing of initial determination new Borrowing Base as of the Proposed Borrowing Basepreceding June 30. Such initial determination Recommended Borrowing Base Determination shall be made in the same manner and be subject to the same approvals as prescribed above with respect to the annual review, and likewise the Administrative Agent shall communicate the results of such initial determination Recommended Borrowing Base Determination to the LendersLenders on behalf of the Engineering Banks. The Required Lenders Each Lender shall approve such determination or reject the Engineering Banks' redetermination of the Proposed Borrowing Base by written notice to the Administrative Agent within fifteen ten (1510) days Business Days of the giving of notice of such determination by the Administrative Agent to such Lenders; provided, however that failure by any Lender to confirm in writing the Administrative Agent’s determination 's notification of the Proposed Engineering Banks' redetermination of the Borrowing Base. For any redetermination of the Borrowing Base shall bethat would, and if approved, result in an increase of the then-effective Borrowing Base, the approval of all of the Lenders shall be deemedrequired. For any other redetermination of the Borrowing Base, an the approval of the Proposed Borrowing BaseRequired Lenders shall be required. If all of the Lenders or the Required Lenders Lenders, as the case may be, fail to approve any such determination redetermination of the Proposed Borrowing Base made by the Administrative Agent Engineering Banks hereunder in such fifteen (15) day ten-Business Day period, then the Administrative Agent shall poll the Lenders to ascertain and the Borrowing Base shall be set at the highest Proposed amount on which all of the Lenders (if such number would result in an increase in the Borrowing Base then acceptable to or otherwise, the Required Lenders for purposes Lenders) can agree, it being understood that a Lender is deemed to have agreed to any and all amounts that are lower than the amount actually determined by such Lender to be the appropriate value of this Section 2.8.3 and, subject to the last sentence of this Section 2.8.3, such amounts shall become the new Borrowing Base, effective on the date specified in this Section 2.8. Upon agreement approval or deemed approval by all of the Administrative Agent and Lenders or the Required Lenders Lenders, as the case may be, of the amount of credit to be made available to the Borrower hereunder, the Administrative Agent shall, by written notice to the Borrower and the Lenders, designate the new Borrowing Base available to the Borrower. Such designation shall be effective as of the Business Day specified in such written notice (or, if no effective date is specified in such written notice, the next Business Day following delivery of such written notice) Borrower and such new Borrowing Base shall remain in effect until the next determination or redetermination be effective as of the Borrowing Base in accordance with this AgreementOctober 1 of such calendar year. Anything Notwithstanding anything herein contained to the contrary notwithstandingcontrary, no Lender shall be obligated to increase its Commitment without its consent. Except as provided in Section 2.1.6, the Lenders shall at no time have any determination commitment or redetermination of obligation whatsoever to increase the Borrowing Base resulting to any amount in any increase excess of the Borrowing Base in effect immediately prior to such determination or redetermination shall require the approval of all the Lenders in their sole discretion in accordance with their respective customary practices and standards for oil and gas lending as they exist at the particular time$100,000,000.

Semi-Annual Scheduled Determination of the Borrowing Base. In addition, promptly Within ninety (90) days after December 31 of each calendar yearJuly 1, commencing December 31, 2007, and in any event prior to March 31 of each calendar year (commencing March 31July 1, 2008), the Borrower will make available for review by the Administrative Agent a Reserve Report in form and substance satisfactory to the Administrative Agent, prepared by the Borrower’s petroleum engineersengineers (or, if Borrower elects, an Approved Engineer), which report shall be dated as of December 31 July 1 of such calendar year and shall set forth the proven and producing oil and gas reserves attributable to the Oil and Gas Properties owned directly by the Borrower and its Subsidiaries that the Borrower wishes to include in the Borrowing Base and a projection of the rate of production and future net income, taxes, operating expenses and capital expenditures with respect thereto as of such date, based on pricing assumptions consistent with SEC reporting requirements at the timeyear, together with additional data concerning pricing, hedging, quantities and purchasers of production, and other information and engineering and geological data as the Administrative Agent or any Lender may reasonably request. Within fifteen (15) days after If the semi-annual Reserve Report pursuant to this Section 2.8.3 is not prepared by an Approved Engineer, the assumptions and methodology used for, among other things, classifying the reserves as Proved Developed Producing; Proved Developed Non-producing and Proved Undeveloped shall be consistent with the assumptions used by the Approved Engineer in its most recent report. After receipt of all such Reserve Report and information, the Administrative Agent shall make an initial determination of a Proposed Borrowing Base, and upon such initial determination determinations shall promptly notify the Lenders in writing of initial determination determinations of the Proposed Borrowing Base. Such initial determination shall be made in the same manner and be subject to the same approvals as prescribed above with respect to the annual review, and likewise the Administrative Agent shall communicate the results of such initial determination to the Lenders. The Required Lenders shall approve such determination determinations of the Proposed Borrowing Base by written notice to the Administrative Agent within fifteen (15) days of the giving of notice of such determination by the Administrative Agent to such Lenders; provided, however that failure by any Lender to confirm in writing the Administrative Agent’s determination of the Proposed Borrowing Base shall be, and shall be deemed, an approval of the Proposed Borrowing Base. If the Required Lenders fail to approve any such determination of the Proposed Borrowing Base made by the Administrative Agent hereunder in such fifteen (15) 30 day period, then the Administrative Agent shall poll the Lenders to ascertain the highest Proposed Borrowing Base then acceptable to the Required Lenders for purposes of this Section 2.8.3 and, subject to the last sentence of this Section 2.8.3, such amounts shall become the new Borrowing Base, effective on the date specified in this Section 2.8. Upon agreement by the Administrative Agent and the Required Lenders of the amount of credit to be made available to the Borrower hereunder, the Administrative Agent shall, by telephonic, telecopy or written notice to the Borrower and the Lenders, designate the new Borrowing Base available to the Borrower. Such designation shall be effective as of the Business Day day specified in such written notice (or, if no effective date is specified in such written notice, the next Business Day following day of delivery of such written notice) and such new Borrowing Base shall shall, subject to the reductions described in Section 2.8.6 below, remain in effect until the next determination or redetermination of the Borrowing Base in accordance with this Agreement. Anything herein contained to the contrary notwithstanding, any determination or redetermination of the Borrowing Base resulting in any increase of the Borrowing Base in effect immediately prior to such determination or redetermination shall require the approval of all the Lenders in their sole discretion in accordance with their respective customary practices and standards for oil and gas lending as they exist at the particular timediscretion.