fifthamendment.htm


    


      


       

      Exhibit
10.1

       

       

      ______________________________________________________________________________

       

      FIFTH
AMENDMENT TO FIRST AMENDED AND

       

      RESTATED
CREDIT AGREEMENT

       

      among

       

      SWIFT
ENERGY COMPANY

       

      SWIFT
ENERGY OPERATING, LLC

       

      THE
LENDERS PARTY HERETO

       

      and

       

      JPMORGAN
CHASE BANK, N.A.,

       

      as
Administrative Agent

       

      


       

      Effective

       

      May 1,
2009

       

      ______________________________________________________________________________

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Table of
Contents

       

      
        	
                Article
      I

              	
                DEFINITIONS
      AND INTERPRETATION

              	
                1

              
	
                1.1

              	
                Terms
      Defined Above

              	
                1

              
	
                1.2

              	
                Terms
      Defined in Credit Agreement

              	
                1

              
	
                1.3

              	
                References

              	
                1

              
	
                1.4

              	
                Articles
      and Sections

              	
                2

              
	
                1.5

              	
                Number
      and Gender

              	
                2

              
	
                Article
      II

              	
                AMENDMENTS

              	
                2

              
	
                2.1

              	
                Amendments
      to Section 1.2

              	
                2

              
	
                2.2

              	
                Amendment
      to Section 2.4

              	
                4

              
	
                2.3

              	
                Amendment
      to Section 2.11

              	
                4

              
	
                2.4

              	
                Addition
      of Section 2.27

              	
                4

              
	
                2.5

              	
                Amendment
      to Section 6.1

              	
                5

              
	
                2.6

              	
                Amendment
      to Section 6.16

              	
                5

              
	
                2.7

              	
                Substitution
      of Exhibit X

              	
                5

              
	
                2.8

              	
                Amendment
      to Table of Contents

              	
                5

              
	
                Article
      III

              	
                RATIFICATION
      AND ACKNOWLEDGMENTS

              	
                5

              
	
                Article
      IV

              	
                MISCELLANEOUS

              	
                6

              
	
                4.1

              	
                Successors
      and Assigns

              	
                6

              
	
                4.2

              	
                Rights
      of Third Parties

              	
                6

              
	
                4.3

              	
                Counterparts

              	
                6

              
	
                4.4

              	
                Integration

              	
                6

              
	
                4.5

              	
                Severability

              	
                6

              
	
                4.6

              	
                Governing
      Law

              	
                6

              


      

      


       

      


       


      
        
          
            
              	 
      	
                      -  i
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      FIFTH AMENDMENT TO FIRST
AMENDED AND

       

      RESTATED CREDIT
AGREEMENT

       

      This
FIFTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) executed
effective as of May 1, 2009 (the “Effective Date”) is
by and among SWIFT ENERGY COMPANY, a Texas corporation (“New Swift”), SWIFT
ENERGY OPERATING, LLC, a Texas limited liability company and successor by merger
to the Texas corporation formerly known as Swift Energy Company (“Operating” and New
Swift and Operating, collectively, the “Borrower”), the
lenders party to that certain First Amended and Restated Credit Agreement dated
as of June 29, 2004 by and among the Texas corporation then known as Swift
Energy Company, the lenders party thereto or bound thereby from time to time
(the “Lenders”), and Bank
One, NA, as administrative agent for such lenders (as amended to the Effective
Date, the “Credit
Agreement”), and JPMORGAN CHASE BANK, N.A., a national banking
association and successor by merger to Bank One, NA, as administrative agent for
such Lenders (in such capacity, the “Agent”).

       

      W I T N E S S E T H:

       

      WHEREAS,
the Borrower, the Lenders and the Agent are parties to the Credit Agreement;
and

       

      WHEREAS,
the Borrower, the Lenders and the Agent desire to amend the Credit Agreement in
the particulars hereinafter provided;

       

      NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
agreements contained in the Credit Agreement and herein, the parties hereto
agree as follows:

       

      ARTICLE
I

       

      


       

      DEFINITIONS AND
INTERPRETATION

       

      1.1 Terms Defined
Above.  As used in this Fifth Amendment to First Amended and
Restated Credit Agreement, each of the terms “Agent,” “Amendment,” “Borrower,” “Credit Agreement,”
“Effective
Date,” “Lenders,” “New Swift and “Operating” shall have
the meaning assigned to such term hereinabove.

       

      1.2 Terms Defined in Credit
Agreement.  Each term defined in the Credit Agreement and used
herein without definition shall have the meaning assigned to such term in the
Credit Agreement, unless herein expressly provided to the contrary.

       

      1.3 References.  References
in this Amendment to Exhibit, Article or Section numbers shall be to Exhibits,
Articles or Sections of this Amendment, unless expressly stated to the
contrary.  References in this Amendment to “hereby,” “herein,”
“hereinafter,” “hereinabove,” “hereinbelow,” “hereof,” “hereunder” and words of
similar import shall be to this Amendment in its entirety and not only to the
particular Schedule, Exhibit, Article, or Section in which such reference
appears.  Specific enumeration herein shall not exclude the general
and, in such regard, the terms “includes” and “including” used herein shall mean
“includes, without limitation,” or “including, without limitation,” as the case
may be, where appropriate.  Except as otherwise indicated, references
in this Amendment to statutes, sections, or regulations are to be construed as
including all statutory or regulatory provisions consolidating, amending,
replacing, succeeding, or supplementing the statute, section, or regulation
referred to.  References in this Amendment to “writing” include
printing, typing, lithography, facsimile reproduction, and other means of
reproducing words in a tangible visible form.  References in this
Amendment to amendments and other contractual instruments shall be deemed to
include all exhibits and appendices attached thereto and all subsequent
amendments and other modifications to such instruments, but only to the extent
such amendments and other modifications are not prohibited by the terms of the
Credit Agreement or this Amendment.  References in this Amendment to
Persons include their respective successors and permitted assigns.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      1.4 Articles and
Sections.  This Amendment, for convenience only, has been
divided into Articles and Sections; and it is understood that the rights and
other legal relations of the parties hereto shall be determined from this
instrument as an entirety and without regard to the aforesaid division into
Articles and Sections and without regard to headings prefixed to such Articles
or Sections.

       

      1.5 Number and
Gender.  Whenever the context requires, reference herein made
to the single number shall be understood to include the plural; and likewise,
the plural shall be understood to include the singular.  Definitions
of terms defined in the singular or plural shall be equally applicable to the
plural or singular, as the case may be, unless otherwise
indicated.  Words denoting sex shall be construed to include the
masculine, feminine and neuter, when such construction is appropriate; and
specific enumeration shall not exclude the general but shall be construed as
cumulative.

       

      ARTICLE
II

       

       

      AMENDMENTS

       

      Effective
as of the Effective Date, the Borrower, the Lenders and the Agent hereby amend
the Credit Agreement as follows:

       

      2.1 Amendments to Section
1.2.  Section 1.2 of the Credit Agreement is amended to (a)
substitute the following for the definitions of “Alternative Base Rate,” “New
Subordinated Debt” and “Permitted Refinancing Debt”, respectively, appearing in
such Section 1.2, each in its entirety:

       

      “‛Alternative Base
Rate’ shall mean, for any day, a rate per annum equal to the sum of (a)
the greatest of (i) the Prime Rate in effect on such day, (ii) the Federal Funds
Rate in effect on such day plus 1⁄2 of 1% and (iii) the Adjusted Eurodollar Rate
for a one month Interest Period on such day (or if such day is not a Business
Day, the immediately preceding Business Day) plus 1%; provided that, for the
avoidance of doubt, the Adjusted Eurodollar Rate for any day shall be based on
the rate appearing on the Reuters BBA Libor Rates Page 3750 (or on any successor
or substitute page of such page) at approximately 11:00 a.m. London time on such
day, plus (b) the relevant Applicable Margin.  Any change in the
Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Rate or
the Adjusted Eurodollar Rate shall be effective from and including the effective
date of such change in the Prime Rate, the Federal Funds Rate or the Adjusted
LIBO Rate, respectively.

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

      ‛New Subordinated
Debt’ shall mean Indebtedness of the Borrower (including senior unsecured
notes, subordinated notes, convertible notes, preferred stock with any mandatory
redemption and other Indebtedness not ranking pari passu with the
Obligations) of up to $250,000,000 in principal amount, in such form and with
terms, including, when appropriate, the subordination of such Indebtedness to
the payment in full of the Obligations and the termination of the Commitments,
approved by the Administrative Agent in writing in advance of the incurrence
thereof.

       

      ‛Permitted Refinancing
Debt’ shall mean Indebtedness of the Borrower (including senior unsecured
notes, subordinated notes, convertible preferred stock with any mandatory
redemption and other Indebtedness not ranking pari passu with the
Obligations), in such form and with terms, including, when appropriate, the
subordination of such Indebtedness to the payment in full of the Obligations and
the termination of the Commitments, approved by the Administrative Agent in
writing in advance of the incurrence thereof, resulting from the refinancing of
the Senior Notes due 2011.”

       

                     
and (b) insert the following definition in its proper alphabetical location in
such Section 1.2:

       

      “‛Defaulting Lender’
shall mean any Lender, as reasonably determined by the Administrative Agent,
that has (a) failed to fund any portion of its Loans or participations in
Letters of Credit within three Business Days of the date required to be funded
by it hereunder, (b) notified the Borrower, the Administrative Agent or any
Lender in writing that it does not intend to comply with any of its funding
obligations under this Agreement or has made a public statement to the effect
that it does not intend to comply with its funding obligations under this
Agreement or under other agreements in which it commits to extend credit, (c)
failed, within three Business Days after a request by the Administrative Agent,
to confirm that it will comply with the terms of this Agreement relating to its
obligations to fund prospective Loans and participations in then outstanding
Letters of Credit, (d) otherwise failed to pay over to the Administrative Agent
or any other Lender any other amount required to be paid by it hereunder within
three Business Days of the date when due, unless the subject of a good faith
dispute, or (e) (i) become or is insolvent or has a parent company that has
become or is insolvent or (ii) become the subject of a Insolvency Proceeding or
had a receiver, conservator, trustee or custodian appointed for it, or has taken
any action in furtherance of, or indicating its consent to, approval of or
acquiescence in any such proceeding or appointment or has a parent company that
has become the subject of a Insolvency Proceeding, or had a receiver,
conservator, trustee or custodian appointed for it, or has taken any action in
furtherance of, or indicating its consent to, approval of or acquiescence in any
such proceeding or appointment.”

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

                     
2.2 Amendment to Section
2.4.  The first sentence of Section 2.4 of the Credit Agreement
is amended to read as follows in its entirety:

       

      “Anything
herein to the contrary notwithstanding, no more than fifteen (15) separate
Eurodollar Rate Loans shall be outstanding at any one time, with, for purposes
of this Section
2.2, all Eurodollar Rate Loans for the same Interest Period constituting
one Eurodollar Rate Loan.”

       

               
2.3 Amendment to Section
2.11.  Section 2.11 of the Credit Agreement is amended to
substitute the following for subsection (e) of such Section 2.11 in its
entirety:

       

             
“(e)           Upon the
incurrence of any New Subordinated Debt (other than Permitted Refinancing Debt),
the Borrowing Base shall be automatically reduced by an amount equal to thirty
percent (30%) of the amount of the New Subordinated Debt incurred and the
Borrower shall be obligated for any mandatory prepayment of the then existing
Loan Balance and/or provision of cash as collateral for all or a portion of the
then existing L/C Exposure, in accordance with the provisions of Section 2.12,
resulting from such further automatic reduction of the Borrowing
Base.  For the avoidance of doubt, offerings of preferred stock with
no mandatory redemption or mandatory redemption provisions approved by the
Administrative Agent in writing in advance of the issuance thereof and a
dividend and cash payments thereof, if any, approved by the Administrative Agent
in writing in advance of the issuance thereof will not reduce the Borrowing
Base.  Also for the avoidance of doubt, offerings of common stock will
not reduce the Borrowing Base and no prior approval from either the
Administrative Agent or the Lenders is necessary to conduct any such
offering.”

       

                     
2.4 Addition of Section
2.27.  The Credit Agreement is amended to add thereto a new
Section 2.27 reading as follows:

       

                       
“2.27         Defaulting
Lenders.  Notwithstanding any provision of this Agreement to
the contrary, if any Lender becomes a Defaulting Lender, then the following
provisions shall apply for so long as such Lender is a Defaulting
Lender:

       

                       
(a)           if any L/C
Exposure exists at the time a Lender is a Defaulting Lender, the Borrower shall,
within one Business Day following notice by the Administrative Agent, cash
collateralize such Defaulting Lender’s Percentage Share of the then existing L/C
Exposure in accordance with the procedures set forth in Section 2.12 for so long
as such L/C Exposure is outstanding; and

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

       

                       
(b)           the
Administrative Agent shall not be required to issue, amend or increase any
Letter of Credit unless it is satisfied that cash collateral will be provided by
the Borrower in accordance with Section 2.12 and this Section
2.27.”

       

                    
2.5 Amendment to Section
6.1.  Clause (g) of the proviso appearing in Section 6.1 of the
Credit Agreement is amended to read as follows in its entirety:

       

                      
“(g) the Senior Notes due 2011;”.

       

                   
2.6 Amendment to Section
6.16.  Section 6.16 of the Credit Agreement is amended to read
as follows in its entirety:

       

                     
“6.16              New Subordinated Debt,
Senior Subordinated Debt and Senior Notes due 2011.  Amend,
extend or modify any of the terms or provisions of any documents, notes or
agreements evidencing or governing the Senior Notes due 2011, any Permitted
Refinancing Debt or any New Subordinated Debt or consent to any of the
foregoing; or at any time following the occurrence and during the continuance of
any Default or Event of Default, make any payment, whether in cash or other
Property, on or with respect to the Senior Notes due 2011, any Permitted
Refinancing Debt or any New Subordinated Debt.  The Borrower may not
redeem any part of the Senior Notes due 2011, any Permitted Refinancing Debt or
any New Subordinated Debt without the consent of the Administrative Agent,
except the Senior Notes due 2011 may be redeemed or repurchased with proceeds of
any Permitted Refinancing Debt or any New Subordinated Debt.”

       

                 
2.7 Substitution of Exhibit
X.  Exhibit X attached to this Amendment is substituted for
Exhibit X to the Credit Agreement.

       

                
2.8 Amendment to Table of
Contents.  The Table of Contents in the Credit Agreement is
amended to give effect to this Amendment.

       

      ARTICLE
III

       

      RATIFICATION AND
ACKNOWLEDGMENTS

       

      Each of
the Borrower, the Lenders and the Agent does hereby adopt, ratify and confirm
the Credit Agreement, as amended hereby, and each of the other Loan Documents to
which it is a party and acknowledges and agrees that the Credit Agreement, as
amended hereby, and each of the other Loan Documents to which it is a party is
and remains in full force and effect.  Furthermore, the Borrower, the
Lenders and the Agent acknowledge and agree that, as of the Effective Date, the
Borrowing Base is set at $300,000,000 and the Commitment Amount is set at
$300,000,000 and each of such amounts shall remain in effect until the Borrower
receives notice from the Agent of a revised Borrowing Base pursuant to Section
2.11 of the Credit Agreement or the Borrower notifies the Agent of the election
by the Borrower to reduce the Commitment Amount pursuant to Section 2.14 of the
Credit Agreement or the Borrower, the Lenders and the Agent agree, in accordance
with applicable provisions of the Credit Agreement, on a different Commitment
Amount, as the case may be.  Each of the Borrower, the Lenders and the
Agent further acknowledges and agrees that, as of the Effective Date, the
Facility Amount, allocable share of the Commitment Amount and the Percentage
Share of each of the Lenders is as set forth on the schedule attached hereto and
labeled Exhibit V.

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

      ARTICLE
IV

       

      MISCELLANEOUS

                               


                               
4.1 Successors and
Assigns.  This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns
permitted pursuant to the Credit Agreement.

       

                4.2 Rights of Third
Parties.  Except as provided in Section 4.1, all
provisions herein are imposed solely and exclusively for the benefit of the
parties hereto.

       

               
4.3 Counterparts.  This
Amendment may be executed by one or more of the parties hereto in any number of
separate counterparts, and all of such counterparts taken together shall be
deemed to constitute one and the same instrument and shall be enforceable as of
the Effective Date upon the execution of one or more counterparts hereof by each
of the parties hereto.  In this regard, each of the parties hereto
acknowledges that a counterpart of this Amendment containing a set of
counterpart execution pages reflecting the execution of each party hereto shall
be sufficient to reflect the execution of this Amendment by each necessary party
hereto and shall constitute one instrument.

       

             
4.4 Integration.  This
Amendment constitutes the entire agreement among the parties hereto with respect
to the subject hereof.  All prior understandings, statements and
agreements, whether written or oral, relating to the subject hereof are
superseded by this Amendment.

       

           
4.5 Severability.  In
the event that any one or more of the provisions contained in this Amendment
shall for any reason be held invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
provision of this Amendment.

       

         
4.6 Governing
Law.  this
Amendment shall be deemed to be a contract made under and shall be governed by
and construed in accordance with the laws of the State of Texas, without regard
to principles of such laws relating to conflicts of law.

       


      
        
           


        

        
          -6- 


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to First
Amended and Restated Credit Agreement to be duly executed and delivered, as of
the Effective Date, by their proper and duly authorized officers.

       

      BORROWER:

      


      SWIFT
ENERGY COMPANY

      


      


      By:           s/b Alton D. Heckaman,
Jr.

      Alton D. Heckaman, Jr.

      Executive Vice President

      and Chief Financial
Officer

      


      


      By:           s/b Adrian D.
Shelley

      Adrian D. Shelley

      Treasurer

      


      


      


      SWIFT
ENERGY OPERATING, LLC

      


      


      By:           s/b Alton D. Heckaman,
Jr.

      Alton D. Heckaman, Jr.

      Executive Vice President

      and Chief Financial
Officer

      


      


      By:           s/b Adrian D.
Shelley

      Adrian D. Shelley

      Treasurer

      


      


      


      


      


      


      


      (Signatures
continue on following pages)

      


      


      


      



      
        
          
            
              	 
      	
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      AGENT:

      


      JPMORGAN
CHASE BANK, N.A.,

      as
Administrative Agent

      


      


      By:           s/b Jo Linda
Papadakis                                                                

      Jo Linda Papadakis

      Vice President

      


      


      


      LENDER:

      


      JPMORGAN
CHASE BANK, N.A.

      


      


      By:           s/b Jo Linda
Papadakis                                                                

      Jo Linda Papadakis

      Vice President

      


      


      


      


      


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      LENDER:

      


      BANK OF
SCOTLAND

      


      


      By:                                                                

      Name:                                                                           

      Title:                                                                           

      


      


      


      


      


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      LENDER:

      


      NATEXIS

      


      


      By:           s/b Donavan
Broussard                                                                

      Name:        Donavan
Broussard

      Title:        Managing
Director

      


      


      


      By:           s/b Liana
Tchernysheva                                                                

      Name:         Liana
Tchernysheva

      Title:            Director

      


      


      


      


      


      


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      LENDER:

      


      COMPASS
BANK

      


      


      By:           s/b Dorothy
Marchand                                                                

      Name:        Dorothy
Marchand

      Title:        Senior Vice
President

      


      


      


      


      


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      LENDER:

      


      SOCIETE
GENERALE

      


      


      By:           s/b Stephen W.
Warfel                                                                

      Name:        Stephen W.
Warfel

      Title:         Managing
Director

      


      


      


      


      


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      LENDER:

      


      CALYON
NEW YORK BRANCH

      


      


      By:                                                                

      Name:                                                                           

      Title:                                                                           

      


      


      By:                                                                

      Name:                                                                           

      Title:                                                                           

      


      


      


      


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      LENDER:

      


      WELLS
FARGO BANK, NATIONAL ASSOCIATION

      


      


      By:           s/b Scott
Hodges                                                                

      Name:         Scott
Hodges                                                      

      Title:        Vice
President

      


      


      


      


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      LENDER:

      


      BNP
PARIBAS

      


      


      


      By:           s/b Douglas R.
Liftman                                                                

      Name:        Douglas R.
Liftman

      Title:        Managing
Director

      


      


      By:           s/b Polly
Schott                                                                

      Name:     
 Polly
Schott

      Title:          Director                                                      

      


      


      


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      LENDER:

      


      COMERICA
BANK

      


      


      


      By:           s/b Matt
Turner                                                                

      Name:         Matt
Turner

      Title:          Corporate
Banking Officer

      


      


      


      


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      LENDER:

      


      AMEGY
BANK NATIONAL ASSOCIATION

      


      


      By:          s/b Kenneth R. Batson,
III                                                                

      Kenneth R. Batson, III

      Vice President

      


      



      
        
          
            
              	 
      	
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      EXHIBIT
V

       

      
        
          	
                   

                  Lender

                	
                   

                  Facility Amount

                	
                  Allocable
      Share of

                  Commitment Amount

                	
                   

                  Percentage Share

                
	 
      	 
      	 
      	 
      
	
                  JPMorgan
      Chase Bank, N.A.

                	
                  $66,616,161.83

                	
                  $39,969,697.10

                	
                  13.32%

                
	
                  Calyon
      New York Branch

                	
                  $66,616,161.83

                	
                  $39,969,697.10

                	
                  13.32%

                
	
                  Societe
      Generale

                	
                  $66,616,161.83

                	
                  $39,969,697.10

                	
                  13.32%

                
	
                  Wells
      Fargo Bank National Association

                	
                   

                  $63,636,363.62

                	
                   

                  $38,181,818.18

                	
                   

                  12.73%

                
	
                  Bank
      of Scotland

                	
                  $60,000,000.00

                	
                  $36,000,000.00

                	
                  12.00%

                
	
                  BNP
      Paribas

                	
                  $54,545,454.52

                	
                  $32,727,272.72

                	
                  10.91%

                
	
                  Amegy
      Bank National Association

                	
                   

                  $22,727,272.73

                	
                   

                  $13,636,363.63

                	
                   

                  4.55%

                
	
                  Comerica
      Bank

                	
                  $31,818,181.82

                	
                  $19,090,909.09

                	
                  6.36%

                
	
                  Compass
      Bank

                	
                  $38,257,575.46

                	
                  $22,954,545.27

                	
                  7.65%

                
	
                  Natixis

                	
                  $29,166,666.36

                	
                  $17,499,999.81

                	
                  5.83%

                
	 
      	 
      	 
      	 
      
	
                  Totals

                	
                  $500,000,000.00

                	
                  $300,000,000.00

                	
                  100.00%

                


        

      


      
        
          
            
              	 
      	
                      -V-

                    	 
      


            

            


            


          

           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
X

       

      


       

      Pricing
Schedule

       

      
        
          	 
      	
                  Level
      I

                  Status

                	
                  Level
      II

                  Status

                	
                  Level
      III

                  Status

                	
                  Level
      IV

                  Status

                	
                  Level
      V

                  Status

                
	
                  Applicable
      Margin

                	 
      	 
      	 
      	 
      	 
      
	
                  Eurodollar
      Rate Loans

                	
                  200
      bps

                	
                  225
      bps.

                	
                  250
      bps

                	
                  275
      bps

                	
                  350
      bps

                
	
                  Alternative
      Base Rate Loans

                	
                  100
      bps

                	
                  125
      bps

                	
                  150
      bps

                	
                  175
      bps

                	
                  250
      bps

                
	
                  Applicable
      Fee Rate *

                	
                  50
      bps

                	
                  50
      bps

                	
                  50
      bps

                	
                  50
      bps

                	
                  50
      bps

                


        

      

      


      For the
purposes of this Schedule, the following terms have the following meanings
subject to the final paragraph of this Schedule:

       

      “Borrowing
Base Usage” means, as of any date, the percent of the Borrowing Base represented
by the sum of (i) the then existing Loan Balance plus (ii) the then existing L/C
Exposure.

       

      “Level I
Status” exists at any date if the Borrowing Base Usage as of such date is less
than 25%.

       

      “Level II
Status” exists at any date if the Borrowing Base Usage as of such date is less
than 50%, but equal to or in excess of 25%.

       

      “Level
III Status” exists at any date if the Borrowing Base Usage as of such date is
less than 75%, but equal to or in excess of 50%.

       

      “Level IV
Status” exists at any date if the Borrowing Base Usage as of such date is less
than 90%, but equal to or in excess of 75%.

       

      “Level V
Status” exists at any date if the Borrowing Base Usage as of such date is less
than or equal to 100%, but equal to or in excess of 90%.

       

      “Status”
means Level I Status, Level II Status, Level III Status, Level IV Status or
Level V Status.

       

      The
Applicable Margin and Applicable Fee Rate shall be determined by the
Administrative Agent from time to time in accordance with the foregoing
table.

       

      
 

       

      

        

      

        
        *
Applicable Fee Rate determined in accordance with this Pricing Schedule
applicable to the Available Commitment, payable quarterly in arrears to the
Administrative Agent for the ratable benefit of the Lenders (including the
Administrative Agent) from closing until the Final Maturity as provided in
Section 2.25 of this Agreement.

      


      
        
          
            
              	 
      	
                      X-i