Exhibit 4.1


             

            


            
            SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT


             


            
            among


             


            
            CHESAPEAKE ENERGY CORPORATION,


            as
            the Company,


             


            
            CHESAPEAKE EXPLORATION, L.L.C.


            
            and


            
            CHESAPEAKE APPALACHIA, L.L.C.


            as
            Co-Borrowers,


             


            UNION
            BANK OF CALIFORNIA, N.A.,


            as
            Administrative Agent,


             


            THE
            ROYAL BANK OF SCOTLAND PLC


            as
            Syndication Agent,


             


            
            and


            BANK
            OF AMERICA, N.A.,


            
            and


            
            SUNTRUST BANK,


            
            and


            BNP
            PARIBAS,


            as
            Co-Documentation Agents


             


            
            and


             


            The
            Several Lenders from Time to Time Parties Hereto,


             


            Dated
            as of November 2, 2007


             


            UNION
            BANK OF CALIFORNIA, N.A.


            
            and


            RBS
            SECURITIES CORPORATION


            as
            Joint Lead Arrangers and Co-Book Managers

            


             


             


            
                	
                            
                             

                        	
                            
                            i

                        


            

            

            

            

             


            
            TABLE OF CONTENTS


             


            
                	
                            
                            ARTICLE 1.

                        	
                            
                            DEFINITIONS

                        	
                            
                            1

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            1.1. Defined
                            Terms

                        	
                            
                            1

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            1.2. Other
                            Definitional Provisions

                        	
                            
                            25

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            1.3. Letter of Credit
                            Amounts.

                        	
                            
                            26

                        


            


            
                	
                            
                            ARTICLE 2.

                        	
                            
                            AMOUNT AND TERMS OF
                            REVOLVING COMMITMENTS

                        	
                            
                            26

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            2.1. Revolving
                            Commitments

                        	
                            
                            26

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            2.2. Procedure for
                            Revolving Loan Borrowing

                        	
                            
                            27

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            2.3. Commitment Fees,
                            etc.

                        	
                            
                            27

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            2.4. Termination or
                            Reduction of Revolving Commitments

                        	
                            
                            27

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            2.5. The Letter of
                            Credit Commitment.

                        	
                            
                            27

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            2.6. Procedures for
                            Issuance and Amendment of Letters of Credit.

                        	
                            
                            29

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            2.7. Drawings and
                            Reimbursements; Funding of Participations.

                        	
                            
                            30

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            2.8. Repayment of
                            Participations.

                        	
                            
                            32

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            2.9. Obligations
                            Absolute:

                        	
                            
                            33

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            2.10. Role of each
                            Issuing Lender

                        	
                            
                            33

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            2.11. Cash
                            Collateral.

                        	
                            
                            34

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            2.12. Applicability
                            of ISP and UCP

                        	
                            
                            34

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            2.13. Letter of
                            Credit Fees.

                        	
                            
                            34

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            2.14. Borrowing Base
                            and Collateral Value Determination

                        	
                            
                            35

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            2.15. Increase in
                            Commitments

                        	
                            
                            38

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            2.16. Extension of
                            Revolving Termination Date.

                        	
                            
                            39

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            2.17. Swing Line
                            Loans.

                        	
                            
                            40

                        


            


            
                	
                            
                            ARTICLE 3.

                        	
                            
                            GENERAL PROVISIONS APPLICABLE TO
                            REVOLVING LOANS AND

                        


            


            
                	
                             

                        	
                            
                            LETTERS OF CREDIT

                        	
                        44


            


            
                	
                             

                        	
                            
                            Section 3.1.
                            Optional Prepayments

                        	
                            
                            44

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            3.2. Mandatory
                            Prepayments

                        	
                            
                            44

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            3.3. Conversion and
                            Continuation Options

                        	
                            
                            46

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            3.4. Limitations on
                            Eurodollar Tranches

                        	
                            
                            46

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            3.5. Interest Rates
                            and Payment Dates

                        	
                            
                            46

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            3.6. Computation of
                            Interest and Fees

                        	
                            
                            47

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            3.7. Inability to
                            Determine Interest Rate

                        	
                            
                            47

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            3.8. Pro Rata
                            Treatment and Payments

                        	
                            
                            48

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            3.9. Requirements of
                            Law

                        	
                            
                            50

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            3.10.
                            Taxes

                        	
                            
                            51

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            3.11.
                            Indemnity

                        	
                            
                            53

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            3.12. Change of
                            Lending Office

                        	
                            
                            53

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            3.13. Replacement of
                            Lenders

                        	
                            
                            54

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            3.14. Evidence of
                            Debt

                        	
                            
                            54

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            3.15.
                            Illegality

                        	
                            
                            55

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            3.16. Sharing of
                            Payments by Lenders.

                        	
                            
                            55

                        


            


            
                	
                            
                            ARTICLE 4.

                        	
                            
                            REPRESENTATIONS AND
                            WARRANTIES

                        	
                            
                            56

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            4.1. Financial
                            Condition

                        	
                            
                            56

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            4.2. No Change; No
                            Internal Control Event

                        	
                            
                            56

                        


            


             


            
                	
                            
                             

                        	
                            
                            ii

                        


            

            

            

            

             


             


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            4.3. Existence;
                            Compliance with Law

                        	
                            
                            56

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            4.4. Power;
                            Authorization; Enforceable Obligations

                        	
                            
                            57

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            4.5. No Legal
                            Bar

                        	
                            
                            57

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            4.6.
                            Litigation

                        	
                            
                            57

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            4.7. No
                            Default

                        	
                            
                            57

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            4.8. Ownership of
                            Property; Liens

                        	
                            
                            58

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            4.9. Intellectual
                            Property

                        	
                            
                            58

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            4.10.
                            Taxes

                        	
                            
                            58

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            4.11. Federal
                            Regulations

                        	
                            
                            58

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            4.12. Labor
                            Matters

                        	
                            
                            59

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            4.13.
                            ERISA

                        	
                            
                            59

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            4.14. Investment
                            Company Act; Other Regulations

                        	
                            
                            59

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            4.15.
                            Subsidiaries

                        	
                            
                            59

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            4.16. Use of
                            Proceeds

                        	
                            
                            60

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            4.17. Environmental
                            Matters

                        	
                            
                            60

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            4.18. Accuracy of
                            Information, etc

                        	
                            
                            61

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            4.19. Security
                            Documents

                        	
                            
                            61

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            4.20.
                            Solvency

                        	
                            
                            61

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            4.21. Senior Debt
                            Limit

                        	
                            
                            61

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            4.22. Subsidiary
                            Guarantors

                        	
                            
                            61

                        


            


            
                	
                            
                            ARTICLE 5.

                        	
                            
                            CONDITIONS
                            PRECEDENT

                        	
                            
                            62

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            5.1. Conditions to
                            Initial Extension of Credit

                        	
                            
                            62

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            5.2. Conditions to
                            Each Extension of Credit

                        	
                            
                            64

                        


            


            
                	
                            
                            ARTICLE 6.

                        	
                            
                            AFFIRMATIVE
                            COVENANTS

                        	
                            
                            64

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            6.1. Financial
                            Statements

                        	
                            
                            64

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            6.2. Certificates;
                            Other Information

                        	
                            
                            65

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            6.3. Payment of
                            Obligations

                        	
                            
                            67

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            6.4. Maintenance of
                            Existence; Compliance

                        	
                            
                            68

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            6.5. Maintenance of
                            Property; Insurance

                        	
                            
                            68

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            6.6. Inspection of
                            Property; Books and Records; Discussions

                        	
                            
                            68

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            6.7.
                            Notices

                        	
                            
                            69

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            6.8. Environmental
                            Laws

                        	
                            
                            69

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            6.9. Collateral
                            Coverage and Guarantees

                        	
                            
                            70

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            6.10. Further
                            Assurances

                        	
                            
                            70

                        


            


            
                	
                            
                            ARTICLE 7.

                        	
                            
                            NEGATIVE
                            COVENANTS

                        	
                            
                            71

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            7.1. Financial
                            Condition Covenants

                        	
                            
                            71

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            7.2.
                            Indebtedness

                        	
                            
                            72

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            7.3.
                            Liens

                        	
                            
                            74

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            7.4. Fundamental
                            Changes

                        	
                            
                            75

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            7.5.
                            [Reserved]

                        	
                            
                            76

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            7.6. Restricted
                            Payments

                        	
                            
                            76

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            7.7.
                            Investments

                        	
                            
                            76

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            7.8. Optional
                            Payments and Modifications of Certain Debt
                            Instruments

                        	
                            
                            77

                        


            


             


            
                	
                            
                             

                        	
                            
                            iii

                        


            

            

            

            

             


             


             


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            7.9. Transactions
                            with Affiliates

                        	
                            
                            77

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            7.10.
                            [Reserved]

                        	
                            
                            77

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            7.11. Changes in
                            Fiscal Periods

                        	
                            
                            78

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            7.12. Negative
                            Pledge Clauses

                        	
                            
                            78

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            7.13. Clauses
                            Restricting Group Member Distributions

                        	
                            
                            78

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            7.14. Take-or-Pay
                            Contracts.

                        	
                            
                            78

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            7.15. Lines of
                            Business

                        	
                            
                            78

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            7.16. Senior Debt
                            Limit

                        	
                            
                            79

                        


            


            
                	
                            
                            SECTION

                        	
                            
                            8. EVENTS OF
                            DEFAULT

                        	
                            
                            79

                        


            


            
                	
                            
                            SECTION 9.

                        	
                            
                            THE ADMINISTRATIVE
                            AGENT

                        	
                            
                            82

                        


            


            
                	
                             

                        	
                            
                            9.1.

                        	
                            
                            Appointment and Authority.

                        	
                            
                            82

                        


            


            
                	
                             

                        	
                            
                            9.2. Rights as a
                            Lender.

                        	
                            
                            82

                        


            


            
                	
                             

                        	
                            
                            9.3. Exculpatory
                            Provisions.

                        	
                            
                            82

                        


            


            
                	
                             

                        	
                            
                            9.4. Reliance by
                            Administrative Agent.

                        	
                            
                            83

                        


            


            
                	
                             

                        	
                            
                            9.5. Delegation of
                            Duties

                        	
                            
                            83

                        


            


            
                	
                             

                        	
                            
                            9.6. Resignation of
                            Administrative Agent.

                        	
                            
                            84

                        


            


            
                	
                             

                        	
                            
                            9.7. Non-Reliance
                            on Administrative Agent and Other Lenders.

                        	
                            
                            84

                        


            


            
                	
                             

                        	
                            
                            9.8. No Other
                            Duties, Etc.

                        	
                            
                            85

                        


            


            
                	
                             

                        	
                            
                            9.9. Administrative
                            Agent May File Proofs of Claim.

                        	
                            
                            85

                        


            


            
                	
                            
                            SECTION 10.

                        	
                            
                            MISCELLANEOUS

                        	
                            
                            86

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            10.1. Amendments
                            and Waivers

                        	
                            
                            86

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            10.2. Notices;
                            Effectiveness; Electronic Communication

                        	
                            
                            87

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            10.3. No Waiver;
                            Cumulative Remedies

                        	
                            
                            89

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            10.4. Survival of
                            Representations and Warranties

                        	
                            
                            89

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            10.5. Expenses;
                            Indemnification; Damage Waiver

                        	
                            
                            89

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            10.6. Successors
                            and Assigns; Participations and Assignments

                        	
                            
                            91

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            10.7.
                            Set-off

                        	
                            
                            94

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            10.8.
                            Counterparts

                        	
                            
                            94

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            10.9.
                            Severability

                        	
                            
                            94

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            10.10.
                            Integration

                        	
                            
                            94

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            10.11. GOVERNING
                            LAW

                        	
                            
                            95

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            10.12. Submission
                            To Jurisdiction; Waivers

                        	
                            
                            95

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            10.13.
                            Acknowledgments

                        	
                            
                            95

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            10.14. Releases of
                            Guarantees and Liens; Designation of Subsidiaries.

                        	
                            
                            96

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            10.15.
                            Confidentiality

                        	
                            
                            97

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            10.16. WAIVERS OF
                            JURY TRIAL

                        	
                            
                            98

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            10.17. Special
                            Provisions.

                        	
                            
                            98

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            10.18. Limitation
                            on Interest

                        	
                            
                            99

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            10.19. Obligations
                            Joint and Several

                        	
                            
                            100

                        


            


            
                	
                             

                        	
                            
                            Section

                        	
                            
                            10.20. USA Patriot
                            Act Notice

                        	
                            
                            100

                        


            


             


             


             


            
                	
                            
                             

                        	
                            
                            iv

                        


            

            

            

            

             


             


             


            
            SCHEDULES:


            
             


            
                	
                            
                            1.1A

                        	
                            
                            Commitments

                        


            


            
                	
                            
                            1.1B

                        	
                            
                            Mortgaged Property

                        


            


            
                	
                            
                            2.14

                        	
                            
                            Mortgaged Property Subject to
                            Disposition

                        


            


            
                	
                            
                            4.1

                        	
                            
                            Financial Condition

                        


            


            
                	
                            
                            4.4

                        	
                            
                            Consents, Authorizations, Filings and
                            Notices

                        


            


            
                	
                            
                            4.6

                        	
                            
                            Litigation

                        


            


            
                	
                            
                            4.15(a)

                        	
                            
                            Subsidiaries

                        


            


            
                	
                            
                            4.15(b)

                        	
                            
                            Outstanding Subscriptions, Options,
                            Warrants, Calls, Rights etc. Relating to Capital Stock of the Company
                            or any Group Member

                        


            


            
                	
                            
                            4.17(d)

                        	
                            
                            Environmental Matters

                        


            


            
            4.17(f) NonCompliance with Environmental Laws


            
                	
                            
                            4.19

                        	
                            
                            Mortgage Filing Jurisdictions

                        


            


            
                	
                            
                            5.1(i)

                        	
                            
                            Existing Mortgages

                        


            


            
                	
                            
                            7.2(d)

                        	
                            
                            Existing Indebtedness

                        


            


            
                	
                            
                            7.3(f)

                        	
                            
                            Existing Liens

                        


            


            
                	
                            
                            10.2

                        	
                            
                            Notices

                        


            


             


            
            EXHIBITS:


             


            
                	
                            
                            A

                        	
                            
                            Form of Guarantee Agreement

                        


            


            
                	
                            
                            B

                        	
                            
                            Form of Compliance
                            Certificate

                        


            


            
                	
                            
                            C

                        	
                            
                            Form of Closing Certificate

                        


            


            
                	
                            
                            D

                        	
                            
                            Form of Mortgage

                        


            


            
                	
                            
                            E

                        	
                            
                            Form of Assignment and
                            Assumption

                        


            


            
                	
                            
                            F

                        	
                            
                            Form of Legal Opinion of Commercial Law
                            Group, P.C.

                        


            


            
                	
                            
                            G

                        	
                            
                            Form of Exemption Certificate

                        


            


            
                	
                            
                            H

                        	
                            
                            Form of Revolving Note

                        


            


            
            I              
            Form of Pari Passu Hedging Obligation Notice


             


            
                	
                            
                             

                        	
                            
                            v

                        


            

            

            

            

             


             


            
            SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT,
            dated as of November 2, 2007, among CHESAPEAKE EXPLORATION, L.L.C., an Oklahoma limited
            liability company, as successor by merger to Chesapeake Exploration Limited
            Partnership, an Oklahoma limited partnership
            (“CELLC”), CHESAPEAKE
            APPALACHIA, L.L.C., an Oklahoma limited liability company
            (“Chesapeake
            Appalachia”, and together with CELLC, the
            “Co-Borrowers” and each
            individually a
            “Co-Borrower”),
            CHESAPEAKE ENERGY CORPORATION, an Oklahoma corporation (the
            “Company”), UNION BANK
            OF CALIFORNIA, N.A., as Administrative Agent and Swing Line Lender, the Issuing Lenders
            provided herein, THE ROYAL BANK OF SCOTLAND PLC, as Syndication Agent, and BANK OF
            AMERICA, N.A., SUNTRUST BANK and BNP PARIBAS, as Co-Documentation Agents and the
            several banks and other financial institutions or entities from time to time parties to
            this Agreement (the
            “Lenders”).


            
            W I T N E S S E T H:


            
            WHEREAS, the Company and Co-Borrowers wish to
            amend and restate the Sixth Amended and Restated Credit Agreement, dated as of February
            3, 2006 (the “Existing Credit
            Agreement”) to obtain a senior secured revolving credit
            facility in an aggregate principal amount of up to $3,500,000,000, and the parties
            hereto are willing to amend and restate the Existing Credit Agreement as set forth
            herein.


            
            NOW, THEREFORE, in consideration of the premises set
            forth, the parties hereto hereby agree as follows:


            
            ARTICLE
            1. 
            DEFINITIONS


            
            Section 1.1. Defined Terms. As
            used in this Agreement, the terms listed in this
            Section 1.1 shall
            have the respective meanings set forth in this Section
            1.1.


            
            “Adjusted
            Consolidated Net Tangible Assets”: as defined in the
            Indentures, as applicable.


            
            “Administrative
            Agent”: Union Bank of California, N.A. as
            administrative agent, or any successor in such capacity.


            
            “Administrative
            Agent Parties”: as defined in
            Section 10.2(c).


            
            “Administrative
            Questionnaire”: a questionnaire in a form supplied by
            the Administrative Agent.


            
            “Affiliate
            ”: with respect to any Person, another Person that directly, or
            indirectly through one or more intermediaries, Controls or is Controlled by or is under
            common Control with the Person specified.


            
            “Aggregate
            Exposure”: with respect to any Lender at any time, an
            amount equal to the amount of such Lender’s Revolving Commitment then in effect
            or, if the Revolving


             

            

            

            

            
            Commitments have been terminated, the amount of such
            Lender’s Revolving Extensions of Credit then outstanding.


            
            “Aggregate Exposure
            Percentage”: with respect to any Lender at any time,
            the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such
            time to the Aggregate Exposure of all Lenders at such time.


            
            “Agreement
            ”: this Seventh Amended and Restated Credit Agreement, as amended,
            supplemented or otherwise modified from time to time.


            
            “Applicable
            Margin”: for each Type of Revolving Loan, on any day,
            the rate per annum set forth at the appropriate intersection at the relevant column
            heading below based on the Applicable Rating Level as of the close of business on the
            immediately preceding Business Day:


            
             


            
                	
                            
                            Applicable


                            
                            Rating Level


                            
                             

                        	
                            
                            Base Rate Loans

                        	
                            
                            Eurodollar Loans


                            
                             

                        
	
                            
                            Level I

                        	
                            
                            0.00%

                        	
                            
                            1.500%

                        
	
                            
                            Level II

                        	
                            
                            0.00%

                        	
                            
                            1.250%

                        
	
                            
                            Level III

                        	
                            
                            0.00%

                        	
                            
                            1.000%

                        
	
                            
                            Level IV

                        	
                            
                            0.00%

                        	
                            
                            0.875%

                        
	
                            
                            Level V

                        	
                            
                            0.00%

                        	
                            
                            0.750%

                        


            


            
             


            
            “Applicable Rating
            Level”: means the level set forth below that
            corresponds to the ratings issued from time to time by Moody’s and S&P, as
            applicable to the Index Debt:


            
             


            
                	
                            
                             

                        	
                            
                            Moody’s

                        	
                            
                            S&P

                        
	
                            
                            Level I

                        	
                            
                            <B1

                        	
                            
                            <B+

                        
	
                            
                            Level II

                        	
                            
                            Ba3

                        	
                            
                            BB-

                        
	
                            
                            Level III

                        	
                            
                            Ba2

                        	
                            
                            BB

                        
	
                            
                            Level IV

                        	
                            
                            Ba1

                        	
                            
                            BB+

                        
	
                            
                            Level V

                        	
                            
                            >Baa3

                        	
                            
                            >BBB-

                        


            


             


            
            For purposes of the foregoing, (i)
            “>“ means a rating
            equal to or more favorable than; (ii)
            “<“ means a rating
            equal to or less favorable than; (iii) if neither S&P nor Moody’s maintains a
            rating for the Index Debt, Level I shall apply; (iv) if the ratings for the Index Debt
            fall within different levels that are one level apart, the more favorable of the two
            ratings shall apply (for example, if the Moody’s rating is Ba3 and the S&P
            rating is BB, Level III shall apply); (v) if the


             


            
                	
                            
                             

                        	
                            
                            2

                        


            

            

            

            

            
            ratings for the Index Debt fall within different levels
            that are more than one level apart, the level that is one level less favorable than the
            more favorable of the two ratings shall apply (for example, if the Moody’s rating
            is Ba3 and the S&P rating is BB+, Level III shall apply); (vi) if only one of
            S&P or Moody’s provides a rating for the Index Debt, the level corresponding
            to such level shall apply; and (vii) if either of the Rating Agencies shall change its
            ratings nomenclature prior to the date all Obligations have been paid and the Revolving
            Commitments canceled, the Co-Borrowers and the Majority Lenders shall negotiate in good
            faith to amend the references to specific ratings in this definition to reflect such
            change, and pending such amendment, if an appropriate Applicable Rating Level is
            otherwise not determinable based upon the foregoing grid, the last Applicable Rating
            Level in effect at the time of such change shall continue to apply. A change in the
            Applicable Rating Level shall be effective as of the date on which a change in the
            rating is first announced irrespective of when notice of such change shall have been
            furnished by the Co-Borrowers to the Administrative Agent and the Lenders.


            
            “Application
            ”: an application, in such form as an Issuing Lender may specify
            from time to time, requesting such Issuing Lender to open a Letter of
            Credit.


            
            “Approved
            Fund”: any Fund that is administered or managed by (a)
            a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity
            that administers or manages a Lender.


            
            “Assignment and
            Assumption”: means an assignment and assumption entered
            into by a Lender and an Eligible Assignee (with the consent of any party whose consent
            is required by Section 10.6(b)), and
            accepted by the Administrative Agent, in substantially the form of
            Exhibit E or any other form approved by the
            Administrative Agent.


            
            “Base
            Rate”: for any day, a rate per annum (rounded upwards,
            if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Reference Rate in
            effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus
            0.50%. For purposes hereof: “Reference
            Rate” shall mean the rate of interest per annum
            publicly announced from time to time by Union Bank of California, N.A. as its
            “reference rate” (the Reference Rate not intended to be the lowest rate of
            interest charged by Union Bank of California, N.A. in connection with extensions of
            credit to debtors). Any change in the Base Rate due to a change in the Reference Rate
            or the Federal Funds Effective Rate shall be effective as of the opening of business on
            the effective day of such change in the Reference Rate or the Federal Funds Effective
            Rate, respectively.


            
            “Base Rate
            Loans”: Revolving Loans the rate of interest applicable
            to which is based upon the Base Rate.


            
            “Board
            ”: the Board of Governors of the Federal Reserve System of the
            United States (or any successor).


            
            “Borrower
            Materials”: as defined in
            Section 6.2.


            
            “Borrowing
            Base”: at any time the Borrowing Base is in effect, the
            amount of the “Borrowing Base” as determined in accordance with
            Section 2.14, as reduced by the
            Co-Borrowers pursuant to Section
            3.2.


             


            
                	
                            
                             

                        	
                            
                            3

                        


            

            

            

            

            
            “Borrowing Base
            Deficiency”: as defined in
            Section 3.2(b).


            
            “Borrowing Base
            Deficiency Notice”: as defined in
            Section 3.2(b).


            
            “Borrowing Base
            Period”: as defined in Section
            2.14(b).


            
            “Borrowing
            Date”: any Business Day specified by the Co-Borrowers
            as a date on which the Co-Borrowers request the Lenders to make Revolving Loans
            hereunder.


            
            “Budget Basis
            Projected Production”: at any time of determination,
            the projected production of oil or gas (measured by volume unit or BTU equivalent, not
            sales price) from properties and interests owned by any Group Member which are located
            in or offshore of the United States and Canada, as such production is projected in the
            most recent report delivered pursuant to Section
            6.2(c) for purposes of management planning and budgeting
            after deducting projected production from any properties or interests sold or under
            contract for sale that had been included in such report and after adding projected
            production from any properties or interests that had not been reflected in such
            report.


            
            “Business
            ”: as defined in Section
            4.17(b).


            
            “Business
            Day”: a day other than a Saturday, Sunday or other day
            on which commercial banks in New York City or Los Angeles, California are authorized or
            required by law to close, provided,
            that with respect to notices and determinations in connection with, and payments of
            principal and interest on, Eurodollar Loans, such day is also a day for trading by and
            between banks in Dollar deposits in the interbank eurodollar market.


            
            “Capital Lease
            Obligations”: as to any Person, the obligations of such
            Person to pay rent or other amounts under any lease of (or other arrangement conveying
            the right to use) real or personal property, or a combination thereof, which
            obligations are required to be classified and accounted for as capital leases on a
            balance sheet of such Person under GAAP and, for the purposes of this Agreement, the
            amount of such obligations at any time shall be the capitalized amount thereof at such
            time determined in accordance with GAAP.


            
            “Capital
            Stock”: any and all shares, interests, participations
            or other equivalents (however designated) of capital stock of a corporation, any and
            all equivalent ownership interests in a Person (other than a corporation) and any and
            all warrants, rights or options to purchase any of the foregoing, including, without
            limitation, any preferred stock.


            
            “Cash
            Collateralize”: to pledge and deposit with or deliver
            to the Administrative Agent, for the benefit of the Issuing Lenders and the Lenders, as
            collateral for the L/C Obligations, cash or deposit account balances pursuant to
            documentation in form and substance satisfactory to the Administrative Agent and the
            Issuing Lenders (which documents are hereby consented to by the Lenders). Derivatives
            of such term have corresponding meanings. “Cash
            Collateral” means the cash or deposit account balances
            subject to such pledge and deposit. References to the amount Cross Collateralized shall
            be the lesser of the amount of the Cash Collateral and the amount of L/C Obligations
            secured thereby.


             


            
                	
                            
                             

                        	
                            
                            4

                        


            

            

            

            

            
            “Cash
            Equivalents”: means the following kinds of instruments
            if, in the case of instruments referred to in clauses (i)-(iv) below, on the date of
            purchase or other acquisition of any such instrument by any Group Member, the remaining
            term to maturity is not more than one year; (i) readily marketable obligations issued
            or unconditionally guaranteed as to principal of and interest thereon by the United
            States of America or by any agency or authority controlled or supervised by and acting
            as an instrumentality of the United States of America; (ii) repurchase obligations for
            instruments of the type described in clause (i) for which delivery of the instrument is
            made against payment; (iii) obligations (including, but not limited to, demand or time
            deposits, bankers’ acceptances and certificates of deposit) issued by a
            depositary institution or trust company incorporated or doing business under the laws
            of the United States of America, any state thereof or the District of Columbia or a
            branch or subsidiary of any such depositary institution or trust company operating
            outside the United States, provided, that such depositary institution or trust company
            has, at the time of such Group Member’s investment therein or contractual
            commitment providing for such investment, capital surplus or undivided profits (as of
            the date of such institution’s most recently published financial statements) in
            excess of $500,000,000; (iv) commercial paper issued by any corporation, if such
            commercial paper has, at the time of the Group Member’s investment therein or
            contractual commitment providing for such investment, credit ratings of A-1 (or higher)
            by S&P and P-1 (or higher) by Moody’s; and (v) money market mutual or similar
            funds having assets in excess of $500,000,000.


            
            “Closing
            Date”: the date on which the conditions precedent set
            forth in Section 5.1 shall have been
            satisfied, which date is November 2, 2007.


            
                	
                            
                             

                        	
                            
                            “Co-Borrower
                            ”: as defined in the preamble to this
                            Agreement.

                        


            


             


            
                	
                            
                             

                        	
                            
                            “Code
                            ”: the Internal Revenue Code of 1986, as amended
                            from time to time.

                        


            


             


            
            “Collateral
            ”: all property of the Loan Parties, now owned or hereafter
            acquired, upon which a Lien is purported to be created by any Security
            Document.


            
            “Collateral
            Coverage Ratio”: at any time, the ratio of (a) the
            Collateral Value to (b) the lesser of the Borrowing Base, if applicable, or the Total
            Revolving Commitments.


            
            “Collateral
            Deficiency Date”: as defined in
            Section 3.2(a).


            
            “Collateral Release
            Date”: as defined in Section
            2.14(g).


            
            “Collateral
            Value”: on any date, the net present value (using
            discount rate then customarily utilized by the Reference Bank for collateral valuation
            purposes, which, on the Closing Date, is a 9% discount rate) of the projected future
            net revenues attributable to the portion of the reserves categorized as
            “Producing” of the Mortgaged Properties and attributable to the Other
            Proved Reserves, as determined from time to time in accordance with
            Section 2.14;
            provided, that the portion of the
            Collateral Value attributable to the net present value (as so determined) of the
            Mortgaged Properties owned by the Guarantors (the
            “Guarantors Collateral
            Value”) shall be limited such that the Guarantors
            Collateral Value shall not exceed 30% of the resulting total Collateral Value;
            provided further
            that the portion of the Collateral Value


             


            
                	
                            
                             

                        	
                            
                            5

                        


            

            

            

            

            
            attributed to Other Proved Reserves shall be limited
            such that the Collateral Value attributable to Other Proved Reserves shall not exceed
            35% of the resulting total Collateral Value.


            
            “Commitment Fee
            Rate”: on any day the rate per annum set forth below
            based on the Applicable Rating Level as of the close of business on the preceding
            Business Day:


            
             


            
                	
                            
                            Applicable Rating
                             


                            
                            Level


                            
                             

                        	
                            
                            Commitment Fee Rate


                            
                             

                        
	
                            
                            Level I

                        	
                            
                            0.300%

                        
	
                            
                            Level II

                        	
                            
                            0.300%

                        
	
                            
                            Level III

                        	
                            
                            0.200%

                        
	
                            
                            Level IV

                        	
                            
                            0.175%

                        
	
                            
                            Level V

                        	
                            
                            0.125%

                        


            


            
             


            
            “Commonly
            Controlled Entity”: an entity, whether or not
            incorporated, that is under common control with the Company within the meaning of
            Section 4001 of ERISA or is part of a group that includes the Company and that is
            treated as a single employer under Section 414 of the Code.


            
            “Company
            ”: as defined in the preamble to this Agreement.


            
            “Company
            Report”: as defined in Section
            6.2(d).


            
            “Compliance
            Certificate”: a certificate duly executed by a
            Responsible Officer substantially in the form of Exhibit
            B.


            
            “Consenting
            Lenders”: as defined in
            Section 2.16(b).


            
            “Consolidated
            EBITDA”: for any period, Consolidated Net Income for
            such period plus, without
            duplication and to the extent reflected as a charge in the statement of such
            Consolidated Net Income for such period, the sum of (a) income tax expense, (b)
            interest expense, (c) depletion, depreciation and amortization expense, (d) any loss on
            Dispositions of assets or extraordinary charges or losses determined in accordance with
            GAAP, and (e) any other non-cash charges, non-cash expenses or non-cash losses of any
            Group Member for such period (excluding any such charge, expense or loss incurred in
            the ordinary course of business that constitutes an accrual of or reserve for cash
            charges for any future period) including non-cash losses or charges resulting from the
            requirements of SFAS 133 or 143; provided
            that cash payments made during such period or in any future period in
            respect of such non-cash charges, expenses or losses (other than any such excluded
            charge, expense or loss as described above) shall be subtracted from Consolidated Net
            Income in calculating Consolidated EBITDA for the period in which such payments are
            made, and minus, to the extent
            included in the statement of such Consolidated Net Income for such period, the sum of
            (a) interest income, (b) any gains on


             


            
                	
                            
                             

                        	
                            
                            6

                        


            

            

            

            

            
            Dispositions of assets or extraordinary income or
            gains determined in accordance with GAAP and (c) any other non-cash income or gain
            (excluding any items that represent the reversal of any accrual of, or cash reserve
            for, anticipated cash charges in any prior period that are described in the
            parenthetical to clause (e) above) including any non-cash income or gains resulting
            from the requirements of SFAS 133 or 143, all as determined on a consolidated basis in
            accordance with GAAP. For purposes of Section
            7.1(b) and 7.2(l)
            only, and for no other purpose, if, since the beginning of the four
            fiscal quarter period ending on the date for which Consolidated EBITDA is determined,
            any Group Member shall have made any Investment in an Unrestricted Subsidiary, shall
            have made any acquisition or Disposition of assets other than from or to another Group
            Member, shall have consolidated or merged with or into any Person (other than another
            Group Member), shall have disposed of the equity interests of a Group Member other than
            from or to another Group Member or shall have made any acquisition of a Person that
            becomes a Group Member, Consolidated EBITDA shall be calculated giving pro forma effect
            thereto as if the Investment, acquisition, Disposition, consolidation or merger had
            occurred on the first day of such period. Such pro forma effect shall be determined (i)
            in good faith by the chief financial officer, principal accounting officer or treasurer
            of the Company and acceptable to the Administrative Agent, and (ii) without giving
            effect to any anticipated or proposed change in operations, revenues, expenses or other
            items included in the computation of Consolidated EBITDA.


            
            “Consolidated
            Indebtedness”: the indebtedness of the Group Members
            (without duplication) of the type described in clauses (a), (b), (c), (d), (e), (g) and
            (h) of the definition of Indebtedness as determined on a consolidated basis in
            accordance with GAAP.


            
            “Consolidated
            Interest Expense”: for any period, the sum of (a) all
            interest, commitment fees and loan fees in respect of Indebtedness (including that
            attributable to Capital Lease Obligations) of any Group Member deducted in determining
            Consolidated Net Income for such period, together with all interest, commitment fees
            and loan fees capitalized or deferred during such period and not deducted in
            determining Consolidated Net Income for such period but excluding amortization of
            interest, commitment fees and loan fees capitalized or deferred during an earlier
            period plus (b) all fees, expenses and charges in respect of letters of credit issued
            for the account of any Group Member deducted in determining Consolidated Net Income for
            such period, together with all such fees, expenses and charges in respect of letters of
            credit capitalized or deferred during such period and not deducted in determining
            Consolidated Net Income for such period, all as determined on a consolidated basis in
            accordance with GAAP. Revenues and expenses derived from Hedge Agreements related to
            interest rates or dividend rates will be treated as adjustments to interest expense for
            purposes of this definition.


            
            “Consolidated Net
            Income”: for any period, the consolidated net income
            (or loss) of the Group Members, determined on a consolidated basis in accordance with
            GAAP; provided that there shall be
            excluded, without duplication, (a) the income (or loss) of any Person accrued prior to
            the date it becomes a Group Member or is merged into or consolidated with the Company
            or any Group Member except for purposes of Section
            7.1(b) and 7.2(l)
            as provided in the definition of Consolidated EBITDA, (b) the income (or
            loss) of any Person (other than a Group Member) in which any Group Member has an
            ownership interest, (c) any income represented by any dividends, distributions or
            proceeds of redemptions of Capital Stock in respect of any Person (other than a Group
            Member) in which a Group Member has an ownership


             


            
                	
                            
                             

                        	
                            
                            7

                        


            

            

            

            

            
            interest, and (d) the undistributed earnings of any
            Group Member to the extent that the declaration or payment of dividends or similar
            distributions by such Subsidiary is not at the time permitted by the terms of any
            Contractual Obligation (other than under any Loan Document) or Requirement of Law
            applicable to such Group Member.


            
            “Consolidated Total
            Capitalization”: Consolidated Indebtedness plus
            stockholders’ equity of the Group Members as determined on a consolidated basis
            in accordance with GAAP; excluding, however, the stockholder’s equity of any
            Group Member attributable to such Group Member’s ownership of equity interests in
            any Unrestricted Subsidiary.


            
            “Continuing
            Directors”: the directors of the Company on the Closing
            Date and each other director, if, in each case, such other director’s nomination
            for election to the board of directors of the Company is recommended by at least
            66-2/3% of the then Continuing Directors.


            
            “Contractual
            Obligation”: as to any Person, any provision of any
            security issued by such Person or of any agreement, instrument or other undertaking to
            which such Person is a party or by which it or any of its property is
            bound.


            
            “Control
            ”: the possession, directly or indirectly, of the power to direct
            or cause the direction of the management or policies of a Person, whether through the
            ability to exercise voting power, by contract or otherwise.
            “Controlling,”
            “Controls” and
            “Controlled” have
            meanings correlative thereto.


            
            “Debtor Relief
            Law”: the Bankruptcy Code of the United States, and all
            other liquidation, conservatorship, bankruptcy, assignment for the benefit of
            creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or
            similar debtor relief laws of the United States or other applicable jurisdictions from
            time to time in effect and affecting the rights of creditors
            generally.


            
            “Declining
            Lender”: as defined in Section
            2.16(a).


            
            “Default
            ”: any of the events specified in Section
            8, whether or not any requirement for the giving of notice,
            the lapse of time, or both, has been satisfied.


            
            “Defaulting
            Lender”: any Lender that (a) has failed to fund any
            portion of the Revolving Loans or participations in L/C Obligations required to be
            funded by it hereunder within one Business Day of the date required to be funded by it
            hereunder, (b) has otherwise failed to pay over to Administrative Agent or any other
            Lender any other amount required to be paid by it hereunder within one Business Day of
            the date when due, unless the subject of a good faith dispute, or (c) has been deemed
            insolvent or become the subject of a bankruptcy or insolvency
            proceeding.


             


            
            “Derivatives
            Counterparty”: as defined in
            Section 7.6.


            
            “Determination
            Date”: as defined in Section
            2.14.


             


            
                	
                            
                             

                        	
                            
                            8

                        


            

            

            

            

            
            “Disposition
            ”: with respect to any Property, any sale, lease, sale and
            leaseback, assignment, conveyance, transfer or other disposition thereof. The terms
            “Dispose” and
            “Disposed of” shall have
            correlative meanings.


            
            “Dollars
            ” and
            “$”: dollars in lawful
            currency of the United States.


            
            “Eligible
            Assignee”: (a) a Lender; (b) an Affiliate of a Lender;
            (c) an Approved Fund; and (d) any other Person (other than a natural person) approved
            by (i) the Administrative Agent, the Issuing Lenders, and (ii) unless an Event of
            Default has occurred and is continuing, the Co-Borrowers (each such approval not to be
            unreasonably withheld or delayed); provided
            that notwithstanding the foregoing, “Eligible Assignee”
            shall not include the Co-Borrowers or any of the Co-Borrowers’ Affiliates or
            Subsidiaries.


            
            “Engineering
            Reports”: as defined in
            Section 6.2(d).


            
            “Environmental
            Laws”: any and all foreign, Federal, state, local or
            municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees,
            requirements of any Governmental Authority or other Requirements of Law (including
            common law) regulating, relating to or imposing liability or standards of conduct
            concerning protection of human health or the environment, as now or may at any time
            hereafter be in effect.


            
            “ERISA
            ”: the Employee Retirement Income Security Act of 1974, as amended
            from time to time.


            
            “Eurocurrency
            Reserve Requirements”: for any day as applied to a
            Eurodollar Loan, the aggregate (without duplication) of the maximum rates (expressed as
            a decimal fraction) of reserve requirements in effect on such day (including basic,
            supplemental, marginal and emergency reserves under any regulations of the Board or
            other Governmental Authority having jurisdiction with respect thereto) dealing with
            reserve requirements prescribed for eurocurrency funding (currently referred to as
            “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a
            member bank of the Federal Reserve System.


            
            “Eurodollar Base
            Rate”: with respect to each day during each Interest
            Period pertaining to a Eurodollar Loan, the rate per annum determined on the basis of
            the rate for deposits in Dollars for a period equal to such Interest Period commencing
            on the first day of such Interest Period appearing on Page 3750 of the Dow Jones
            Markets screen as of 9:00 A.M., London time, two Business Days prior to the beginning
            of such Interest Period. In the event that such rate does not appear on Page 3750 of
            the Dow Jones Markets screen (or otherwise on such screen), the
            “Eurodollar Base Rate”
            shall be determined by reference to such other comparable publicly available service
            for displaying eurodollar rates as may be selected by the Administrative Agent or, in
            the absence of such availability, by reference to the rate at which the Administrative
            Agent is offered Dollar deposits at or about 9:00 A.M., New York City time, two
            Business Days prior to the beginning of such Interest Period in the interbank
            eurodollar market where its eurodollar and foreign currency and exchange operations are
            then being conducted for delivery on the first day of such Interest Period for the
            number of days comprised therein.


            
            “Eurodollar
            Loans”: Revolving Loans the rate of interest applicable
            to which is based upon the Eurodollar Rate.


             


            
                	
                            
                             

                        	
                            
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            “Eurodollar
            Rate”: with respect to each day during each Interest
            Period pertaining to a Eurodollar Loan, a rate per annum determined by the
            Administrative Agent for such day in accordance with the following formula (rounded
            upward to the nearest 1/100th of 1%):


            
                	
                            
                            Eurodollar Base Rate

                        
	
                            1.00 - Eurocurrency Reserve
                            Requirements

                        


            


            
             


            
             


            
            “Eurodollar
            Tranche”: the collective reference to Eurodollar Loans
            the then current Interest Periods with respect to all of which begin on the same date
            and end on the same later date (whether or not such Eurodollar Loans shall originally
            have been made on the same day).


            
            “Evaluation
            Date”: (a) in the case of the Borrowing Base, if
            applicable, December 31 of each year, and in the case of the Collateral Value, if
            applicable, June 30 and December 31 of each year, (b) such other dates as the Majority
            Lenders, at their option, determine pursuant to a notice executed by the Majority
            Lenders that the Borrowing Base, if applicable, and the Collateral Value, if
            applicable, shall be redetermined and (c) such other dates as the Co-Borrowers shall
            request; provided, that the
            Co-Borrowers shall not be entitled to request that a date be an “Evaluation
            Date” more than once during any six month period beginning January 1 and July 1.
            Notwithstanding anything herein to the contrary, the first Evaluation Date under this
            Agreement with respect to the Borrowing Base shall be deemed to be December 31, 2007,
            and the first Evaluation Date under this Agreement with respect to the Collateral Value
            shall be deemed to be December 31, 2007.


            
            “Event of
            Default”: any of the events specified in
            Section 8,
            provided that any requirement for the
            giving of notice, the lapse of time, or both, has been satisfied.


            
            “Exchange
            Act”: as defined in Section
            8(k).


            
            “Existing Credit
            Agreement”: as defined in the preamble to this
            Agreement.


            
            “Existing
            Lenders”: as defined in
            Section 10.17(b).


            
            “Existing Letters
            of Credit”: the Letters of Credit (as defined in the
            Existing Credit Agreement) issued pursuant to the Existing Credit
            Agreement.


            
            “Existing Maturity
            Date”: as defined in Section
            2.16(b).


            
            “Existing
            Mortgages”: the collective reference to each existing
            deed of trust, mortgage, chattel mortgage, security agreement, financing statement and
            other security documents delivered pursuant to the Existing Credit Agreement and listed
            on Schedule
            5.1(i).


            
            “Federal Funds
            Effective Rate”: for any day, the weighted average of
            the rates on overnight federal funds transactions with members of the Federal Reserve
            System arranged by federal funds brokers, as published on the next succeeding Business
            Day by the Federal Reserve


             


            
                	
                            
                             

                        	
                            
                            10

                        


            

            

            

            

            
            Bank of New York, or, if such rate is not so
            published for any day that is a Business Day, the average of the quotations for the day
            of such transactions received by the Administrative Agent from three federal funds
            brokers of recognized standing selected by it.


            
            “Funding
            Office”: the office of the Administrative Agent
            specified in Section 10.2 or such
            other office as may be specified from time to time by the Administrative Agent as its
            funding office by written notice to the Co-Borrowers and the Lenders.


            
            “Fund
            ”: any Person (other than a natural person) that is (or will be)
            engaged in making, purchasing, holding or otherwise investing in commercial loans and
            similar extensions of credit in the ordinary course of its business.


            
            “GAAP
            ”: generally accepted accounting principles in the United States
            as in effect from time to time except for purposes of Section
            7.1, GAAP shall be determined on the basis of such principles
            in effect on the date hereof and consistent with those used in the preparation of the
            most recent audited financial statements referred to in
            Section 4.1. In the event that any
            Accounting Change (as defined below) shall occur and such change results in a change in
            the method of calculation of financial covenants, standards or terms in this Agreement,
            then the Company and the Administrative Agent agree to enter into negotiations in order
            to amend such provisions of this Agreement so as to equitably reflect such Accounting
            Changes with the desired result that the criteria for evaluating the Company’s
            financial condition shall be the same after such Accounting Changes as if such
            Accounting Changes had not been made. Until such time as such an amendment shall have
            been executed and delivered by the Company, the Co-Borrowers, the Administrative Agent
            and the Majority Lenders, all financial covenants, standards and terms in this
            Agreement shall continue to be calculated or construed as if such Accounting Changes
            had not occurred. “Accounting
            Changes” refers to changes in accounting principles
            required by the promulgation of any rule, regulation, pronouncement or opinion by the
            Financial Accounting Standards Board of the American Institute of Certified Public
            Accountants or, if applicable, the SEC.


            
            “Governmental
            Authority”: any nation or government, any state or
            other political subdivision thereof, any agency, authority, instrumentality, regulatory
            body, court, central bank or other entity exercising executive, legislative, judicial,
            taxing, regulatory or administrative functions of or pertaining to government, any
            securities exchange and any self-regulatory organization (including the National
            Association of Insurance Commissioners).


            
            “Group
            Members”: the collective reference to the Company, the
            Co-Borrowers, the Subsidiary Guarantors, and the Immaterial
            Subsidiaries.


            
            “Guarantee
            Agreement”: the Guarantee Agreement to be executed and
            delivered by the Company and each Subsidiary Guarantor, substantially in the form
            of Exhibit A.


            
            “Guarantee
            Obligation”: as to any Person (the
            “guaranteeing person”),
            any obligation, contingent or otherwise, of the guaranteeing person guaranteeing or
            having the economic effect of guaranteeing any Indebtedness, leases, dividends or other
            obligations (the “primary
            obligations”) of any other third Person (the
            “primary obligor”) in
            any manner, whether directly or indirectly, including any obligation of the
            guaranteeing person, whether or not


             


            
                	
                            
                             

                        	
                            
                            11

                        


            

            

            

            

            
            contingent, (i) to purchase any such primary
            obligation or any property constituting direct or indirect security therefor, (ii) to
            advance or supply funds (1) for the purchase or payment of any such primary obligation
            or (2) to maintain working capital or equity capital of the primary obligor or
            otherwise to maintain the net worth or solvency of the primary obligor, (iii) to
            purchase property, securities or services primarily for the purpose of assuring the
            obligee of any such primary obligation of the ability of the primary obligor to make
            payment of such primary obligation or (iv) otherwise to assure or hold harmless the
            owner of any such primary obligation against loss in respect thereof;
            provided,
            however, that the term Guarantee Obligation
            shall not include endorsements of instruments for deposit or collection in the ordinary
            course of business. The amount of any Guarantee Obligation of any guaranteeing person
            shall be deemed to be the lower of (a) an amount equal to the stated or determinable
            amount of the primary obligation in respect of which such Guarantee Obligation is made
            and (b) the maximum amount for which such guaranteeing person may be liable pursuant to
            the terms of the instrument embodying such Guarantee Obligation, unless such primary
            obligation and the maximum amount for which such guaranteeing person may be liable are
            not stated or determinable, in which case the amount of such Guarantee Obligation shall
            be such guaranteeing person’s maximum reasonably anticipated liability in respect
            thereof as determined by the Company or the Co-Borrowers in good
            faith.


            
            “Guarantors
            ”: the collective reference to the Company and the Subsidiary
            Guarantors.


            
            “Hedge
            Agreement”: any (a) agreement (including each
            confirmation entered into under a master agreement) providing for options, swaps,
            floors, caps, collars, forward sales or forward purchases involving interest rates,
            commodities or commodity prices, equities (other than the Company’s own common or
            preferred stock), currencies, bonds, or indexes based on any of the foregoing, (b)
            option, futures or forward contract traded on an exchange, and (c) other derivative
            agreement or other similar agreement or arrangement.


            
            “Hedging Support
            Credit Facility”: an agreement governing and securing
            only Indebtedness in respect of certain of the Hedge Agreements permitted under
            Section 7.2(g).


            
            “Immaterial
            Subsidiary”: any Subsidiary of the Company that does
            not have direct Indebtedness and does not guarantee any other Indebtedness of the
            Company or another Subsidiary in excess of $5,000,000, is not an Unrestricted
            Subsidiary, and, as of any applicable date of determination, has (a) assets of less
            than $5,000,000 and (b) annual revenues of less than $5,000,000.


             


            
            “Increase Effective
            Date”: as defined in Section
            2.15(d).


            
            “Indebtedness
            ”: of any Person at any date, without duplication, (a) all
            indebtedness of such Person for borrowed money, (b) all obligations of such Person for
            the deferred purchase price of property or services (other than current trade payables
            incurred in the ordinary course of such Person’s business and other obligations
            to the extent such obligations may be satisfied at such Person’s sole discretion
            by the issuance of common stock of such Person), (c) all obligations of such Person
            evidenced by notes, bonds, debentures or other similar instruments, (d) all
            indebtedness created or arising under any conditional sale or other title retention
            agreement with respect to property acquired by such Person (even though the rights
            and


             


            
                	
                            
                             

                        	
                            
                            12

                        


            

            

            

            

            
            remedies of the seller or lender under such
            agreement in the event of default are limited to repossession or sale of such
            property), (e) all Capital Lease Obligations of such Person, (f) all obligations of
            such Person, contingent or otherwise, as an account party or applicant under or in
            respect of acceptances, letters of credit, surety bonds or similar arrangements, (g)
            all Guarantee Obligations of such Person in respect of obligations of the kind referred
            to in clauses (a) through (f) above, (h) all obligations of the kind referred to in
            clauses (a) through (f) above secured by (or for which the holder of such obligation
            has an existing right, contingent or otherwise, to be secured by) any Lien on property
            (including accounts and contract rights) owned by such Person, whether or not such
            Person has assumed or become liable for the payment of such obligation, (i) liabilities
            with respect to payments received in consideration of oil, gas, or other minerals yet
            to be acquired or produced at the time of payment (including obligations under
            “take-or-pay” contracts to deliver gas in return for payments already
            received and the undischarged balance of any production payment created by such Person
            or for the creation of which such Person directly or indirectly received payment), and
            (j) for the purposes of Sections
            7.2, 7.3
            and 8(e) only, all
            obligations of such Person in respect of Hedge Agreements. Notwithstanding the
            foregoing, for purposes of Sections 7.1
            and 7.2, a Qualifying
            Production Call Obligation shall not be treated as Indebtedness. The Indebtedness of
            any Person shall include the Indebtedness of any other entity (including any
            partnership in which such Person is a general partner) to the extent such Person is
            liable therefor as a result of such Person’s ownership interest in or other
            relationship with such entity, except to the extent the terms of such Indebtedness
            expressly provide that such Person is not liable therefor.


            
            “Indemnitee
            ”: as defined in Section
            10.5(b).


            
            “Indentures
            ”: to the extent that the notes issued thereunder remain
            outstanding, each Indenture governing the Index Debt issued prior to the Closing
            Date or issued from time to time after the Closing Date as permitted under
            Section 7.2.


            
            “Independent
            Report”: as defined in Section
            6.2(d).


            
            “Index
            Debt”: the Company’s long-term, unsecured,
            senior, non-credit enhanced debt.


            
            “Information
            ”: as defined in Section
            10.15.


            
            “Initial
            Engineering Report”: the following engineering report
            concerning oil and gas properties of the Company and its Subsidiaries: Report dated
            June 30, 2007 prepared by the Company’s employee engineers.


            
            “Insolvency
            ”: with respect to any Multiemployer Plan, the condition that such
            Plan is insolvent within the meaning of Section 4245 of ERISA.


            
            “Insolvent
            ”: pertaining to a condition of Insolvency.


            
            “Intellectual
            Property”: the collective reference to all rights,
            priorities and privileges relating to intellectual property, whether arising under
            United States, multinational or foreign laws or otherwise, including copyrights,
            copyright licenses, patents, patent licenses, trademarks, trademark licenses,
            technology, know-how and processes, and all rights to sue at law


             


            
                	
                            
                             

                        	
                            
                            13

                        


            

            

            

            

            
            or in equity for any infringement or other impairment
            thereof, including the right to receive all proceeds and damages therefrom.


            
            “Interest Payment
            Date”: (a) as to any Base Rate Loan, the last day of
            each March, June, September and December to occur while such Base Rate Loan is
            outstanding and the final maturity date of such Base Rate Loan, (b) as to any
            Eurodollar Loan having an Interest Period of three months or less, the last day of such
            Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than
            three months, each day that is three months, or a whole multiple thereof, after the
            first day of such Interest Period and the last day of such Interest Period and (d) as
            to any Eurodollar Loan, the date of any repayment or prepayment made in respect
            thereof.


            
            “Interest
            Period”: as to any Eurodollar Loan, (a) initially, the
            period commencing on the borrowing or conversion date, as the case may be, with respect
            to such Eurodollar Loan and ending one, two, three or six months thereafter, as
            selected by the Co-Borrowers in their notice of borrowing or notice of conversion, as
            the case may be, given with respect thereto; and (b) thereafter, each period commencing
            on the last day of the next preceding Interest Period applicable to such Eurodollar
            Loan and ending one, two, three or six months thereafter, as selected by the
            Co-Borrowers by irrevocable notice to the Administrative Agent no later than
            9:00 A.M., Los Angeles, California time, three Business Days prior to the last day
            of the then current Interest Period with respect thereto;
            provided that, all of the foregoing
            provisions relating to Interest Periods are subject to the following:


            
            (i) if any Interest Period would otherwise end on a day
            that is not a Business Day, such Interest Period shall be extended to the next
            succeeding Business Day unless the result of such extension would be to carry such
            Interest Period into another calendar month in which event such Interest Period shall
            end on the immediately preceding Business Day;


            
            (ii) the Co-Borrowers may not select an Interest Period
            that would extend beyond the Revolving Termination Date;


            
            (iii) any Interest Period that begins on the last
            Business Day of a calendar month (or on a day for which there is no numerically
            corresponding day in the calendar month at the end of such Interest Period) shall end
            on the last Business Day of a calendar month; and


            
            (iv) the Co-Borrowers shall select Interest Periods so
            as not to require a payment or prepayment of any Eurodollar Loan during an Interest
            Period for such Eurodollar Loan.


            
            “Internal Control
            Event”: a material weakness in, or fraud that involves
            management or other employees who have a significant role in, the Company’s
            internal controls over financial reporting, in each case as described in the Securities
            Laws.


            
            “Investments
            ”: any advance, loan, extension of credit (by way of guaranty or
            otherwise) or capital contribution to, or the purchase of any Capital Stock, bonds,
            notes,


             


            
                	
                            
                             

                        	
                            
                            14

                        


            

            

            

            

            
            debentures or other debt securities of, or any assets
            constituting a business unit of, or any other investment in, any Person.


            
            “ISP
            ”: with respect to any Letter of Credit, the “International
            Standby Practices 1998” published by the Institute of International Banking Law
            & Practice (or such later version thereof as may be in effect at the time of
            issuance).


            
            “Issuer
            Documents”: with respect to any Letter of Credit, the
            L/C Application, and any other document, agreement and instrument entered into by an
            Issuing Lender and a Co-Borrower (or any other Group Member) or in favor of such
            Issuing Lender and relating to any such Letter of Credit.


             


            
            “Issuing
            Lender”: each of Union Bank of California, N.A. and The
            Royal Bank of Scotland PLC, as applicable, in their capacity as issuer of a Letter of
            Credit. The Administrative Agent may, with the consent of the Co-Borrowers and the
            relevant Lender, appoint any Lender hereunder as an Issuing Lender, which appointment
            may be subject to an L/C Sublimit in respect of such Issuing Lender specified by the
            Administrative Agent and such Lender. If no Letters of Credit that have been previously
            issued by an Issuing Lender are outstanding, the Co-Borrowers may, with the consent of
            Administrative Agent and such Issuing Lender, remove such Lender as an Issuing
            Lender.


            
            “L/C
            Advance”: with respect to each Lender, such
            Lender’s funding of its participation in any L/C Borrowing in accordance with its
            Revolving Percentage.


             


            
            “L/C
            Application”: an application and agreement for the
            issuance or amendment of a Letter of Credit in the form from time to time in use by the
            applicable Issuing Lender.


             


            
            “L/C
            Borrowing”: an extension of credit resulting from a
            drawing under any Letter of Credit which has not been reimbursed on the date when made
            or refinanced as a Revolving Loan.


             


            
            “L/C
            Commitment”: $1,000,000,000.


            
            “L/C Credit
            Extension”: with respect to any Letter of Credit, the
            issuance thereof or extension of the expiry date thereof, or the increase of the amount
            thereof.


             


            
            “L/C Expiration
            Date”: the day that is seven days prior to the
            Revolving Termination Date then in effect (or, if such day is not a Business Day, the
            next preceding Business Day).


             


            
            “L/C Fee Payment
            Date”: the last day of each March, June, September and
            December and the last day of the Revolving Commitment Period.


            
            “L/C
            Obligations”: as at any date of determination, the
            aggregate amount available to be drawn under all outstanding Letters of Credit
            plus the aggregate of all Unreimbursed
            Amounts, including all L/C Borrowings. For purposes of computing the amount available
            to be drawn under any Letter of Credit, the amount of such Letter of Credit shall
            be


             


            
                	
                            
                             

                        	
                            
                            15

                        


            

            

            

            

            
            determined in accordance with
            Section 1.3. For all purposes of this
            Agreement, if on any date of determination a Letter of Credit has expired by its terms
            but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of
            the ISP, such Letter of Credit shall be deemed to be “outstanding” in the
            amount so remaining available to be drawn.


             


            
            “L/C
            Sublimit”: with respect to each of Union Bank of
            California, N.A. and The Royal Bank of Scotland PLC, the lesser of (i) $500,000,000, or
            (ii) 50% of the L/C Commitment, and with respect to any other Issuing Lender, the
            amount and/or percentage of the L/C Commitment specified by the Administrative Agent
            and such Issuing Lender in connection with its appointment as an Issuing
            Lender.


             


            
            “Lender
            Affiliate”: (a) any Affiliate of any Lender, (b) any
            Person that is administered or managed by any Lender and that is engaged in making,
            purchasing, holding or otherwise investing in commercial loans and similar extensions
            of credit in the ordinary course of its business and (c) with respect to any Lender
            which is a fund that invests in commercial loans and similar extensions of credit, any
            other fund that invests in commercial loans and similar extensions of credit and is
            managed or advised by the same investment advisor as such Lender or by an Affiliate of
            such Lender or investment advisor.


            
            “Lender Hedge
            Agreement”: a
            Hedge Agreement between the Company, a Co-Borrower or a Subsidiary
            Guarantor and a Lender or an affiliate of a Lender (including each confirmation or
            modification in respect of such Hedge Agreement).


            
            “Lenders
            ”: as defined in the preamble hereto.


            
            “Letters of
            Credit”: the Existing Letters of Credit and any letter
            of credit issued hereunder including amendments thereto.


            
            “Lien
            ”: any mortgage, pledge, hypothecation, assignment, deposit
            arrangement, encumbrance, lien (statutory or other), charge or other security interest
            or any preference, priority or other security agreement or preferential arrangement of
            any kind or nature whatsoever (including any conditional sale or other title retention
            agreement and any capital lease having substantially the same economic effect as any of
            the foregoing).


            
            “Loan
            Documents”: this Agreement, the Security Documents, the
            Guarantee Agreement and the Notes.


            
            “Loan
            Parties”: each Group Member that is a party to a Loan
            Document.


            
            “Majority
            Lenders”: at any time, the holders of 51% of the Total
            Revolving Commitments then in effect or, if the Revolving Commitments have been
            terminated, the Total Revolving Extensions of Credit then
            outstanding.


            
            “Material Adverse
            Effect”: a material adverse effect on (a) the business,
            property, operations, condition (financial or otherwise), results of operations or
            prospects of the Company and its Subsidiaries taken as a whole or (b) the validity
            or enforceability of this Agreement or any of the other Loan Documents or the rights or
            remedies of the Administrative Agent, the Issuing Lenders or the Lenders hereunder or
            thereunder.


             


            
                	
                            
                             

                        	
                            
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            “Materials of
            Environmental Concern”: any gasoline or petroleum
            (including crude oil or any fraction thereof) or petroleum products or any hazardous or
            toxic substances, materials or wastes, defined or regulated as such in or under any
            Environmental Law, including asbestos, polychlorinated biphenyls and urea-formaldehyde
            insulation.


            
            “Moody’s
            ”: Moody’s Investors Service, Inc. and any successor
            thereto.


            
            “Mortgaged
            Properties”: the properties owned by a Group Member
            listed on Schedule 1.1B, as to which
            the Administrative Agent for the benefit of the Secured Parties shall be granted a Lien
            pursuant to the Mortgages and such other properties owned by a Group Member as to which
            amendments to the relevant Existing Mortgages as contemplated by
            Section 5.1(i) have been executed, but
            excluding properties as to which releases have been executed pursuant to
            Section 10.14 or pursuant to the Existing
            Credit Agreement.


            
            “Mortgages
            ”: each of the mortgages and deeds of trust made by any Loan Party
            in favor of, or for the benefit of, the Administrative Agent for the benefit of the
            Secured Parties, substantially in the form of
            Exhibit D (with such changes thereto
            as shall be advisable under the law of the jurisdiction in which such mortgage or deed
            of trust is to be recorded), including, without limitation, the Existing Mortgages and
            amendments to the relevant Existing Mortgages as contemplated by
            Section 5.1(i).


            
            “Multiemployer
            Plan”: a Plan that is a multiemployer plan as defined
            in Section 4001(a)(3) of ERISA.


            
            “Net Cash
            Proceeds”: in connection with any Disposition, the
            proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds
            received by way of deferred payment of principal pursuant to a note or installment
            receivable or purchase price adjustment receivable or by the Disposition of any
            non-cash consideration received in connection therewith or otherwise, but only as and
            when received), net of attorneys’ fees, accountants’ fees, investment
            banking fees, amounts required to be applied to the repayment of Indebtedness secured
            by a Lien expressly permitted hereunder on any asset that is the subject of such
            Disposition (other than any Lien pursuant to a Security Document) and other customary
            fees and expenses actually incurred in connection therewith and net of taxes paid or
            reasonably estimated to be payable as a result thereof (after taking into account any
            available tax credits or deductions and any tax sharing
            arrangements).


            
            “Non-Excluded
            Taxes”: as defined in Section
            3.10(a).


            
            “Non-U.S.
            Lender”: as defined in Section
            3.10(d).


            
            “Notes
            ”: the collective reference to any promissory note evidencing
            Revolving Loans.


            
            “Obligations
            ”: the unpaid principal of and interest on (including interest and
            fees accruing after the maturity of the Revolving Loans and L/C Obligations and
            interest and fees accruing after the commencement of any proceeding under any Debtor
            Relief Law, relating to a Co-Borrower, whether or not a claim for post-filing or
            post-petition interest is allowed in such proceeding) the Revolving Loans, L/C
            Obligations, Pari Passu Hedging Obligations and all other


             


            
                	
                            
                             

                        	
                            
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            obligations and liabilities of the Co-Borrowers
            and the other Loan Parties to the Administrative Agent or to any Lender, whether direct
            or indirect, absolute or contingent, due or to become due, or now existing or hereafter
            incurred, which may arise under, out of, or in connection with, this Agreement, any
            other Loan Document, the Letters of Credit or any other document made, delivered or
            given in connection herewith or therewith, whether on account of principal, interest,
            reimbursement obligations, fees, indemnities, costs, expenses (including all fees,
            charges and disbursements of counsel to the Administrative Agent or to any Lender that
            are required to be paid by the Co-Borrowers and the other Loan Parties pursuant hereto)
            or otherwise. It is expressly agreed that Pari Passu Hedging Obligations shall be
            limited to the maximum aggregate amount and to the allocations thereof as set forth
            in Section 3.8(f), but that Pari
            Passu Hedging Obligations shall not be treated as Obligations for purposes of the
            provisions for acceleration in Section 8
            and for adjustments and set-off in Section
            10.7.


            
            “Other Proved
            Reserves”: the portion of the reserves attributable to
            the Mortgaged Properties which are categorized as Proved but which are not then
            categorized as Producing, and, without limitation on such other adjustments or
            assumptions which may be used by the Administrative Agent or any Lender in the
            determination of Collateral Value, such reserves shall be reduced to the risk adjusted
            values determined by the Administrative Agent at the time of such determination, which,
            as of the Closing Date, are 50% of Proved Undeveloped reserves and 75% of Proved
            Developed Behind Pipe reserves, Proved Developed Shut-in reserves and other Proved
            Developed Non-Producing reserves.


             


            
            “Other
            Taxes”: any and all present or future stamp or
            documentary taxes or any other excise or property taxes, charges or similar levies
            arising from any payment made hereunder or from the execution, delivery or enforcement
            of, or otherwise with respect to, this Agreement or any other Loan
            Document.


            
            “Pari Passu Hedging
            Obligation Allocation”: as defined in
            Section 3.8(f).


            
            “Pari Passu Hedging
            Obligation Limit” means
            $1,000,000,000.


            
            “Pari Passu Hedging
            Obligation Notice”: a notice delivered pursuant
            to Section 3.8(f), substantially in
            the form of Exhibit
            I.


            
            “Pari Passu Hedging
            Obligations”: obligations arising from time to time
            under any Lender’s Lender Hedge Agreement if an effective Pari Passu Hedging
            Obligation Allocation has been made in respect of such Lender and, if applicable, its
            Affiliate, limited to the amount of such Lender’s Pari Passu Hedging Obligation
            Allocation.


            
            “Pari Passu Total
            Obligations”: at any time, the sum of the following at
            such time (a) the Total Revolving Commitments or the Total Revolving Extensions of
            Credit then outstanding if the Revolving Commitments have been terminated, plus (b) the
            Pari Passu Hedging Obligation Limit.


            
            “Participant
            ”: as defined in Section
            10.6(d).


            
            “PBGC
            ”: the Pension Benefit Guaranty Corporation established pursuant
            to Subtitle A of Title IV of ERISA (or any successor).


             


            
                	
                            
                             

                        	
                            
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            “Permitted
            Contingent Conversion Rights”: (i) the right of a
            holder of the Company’s (a) $690,000,000 2.75% Contingent Convertible Senior
            Notes or (b) $1,650,000,000 2.50% Contingent Convertible Senior Notes to convert any
            such notes to cash and common stock (consisting of the par value of such note plus a
            number of shares of common stock equal to the excess of the current stock price over
            the specified conversion price) prior to its scheduled maturity if for any relevant
            quarter the Company’s common stock traded above the specified conversion price
            per share for at least 20 trading days during the last 30 consecutive trading days of
            the prior quarter, and (ii) substantially the same type of contingent conversion right
            as described in clause (i) in respect of any other unsecured contingent convertible
            senior notes of the Company issued from time to time, so long as the outstanding
            principal amount of all notes described in clause (i) or (ii) shall not at any time
            exceed 40% of the aggregate principal amount of senior unsecured notes of the Company
            at such time.


            
            “Permitted
            Securitization”: any transfer by the Company, a
            Co-Borrower, or any other Group Member of accounts receivable or interests therein
            (collectively, “Receivables”) and all collateral securing such Receivables,
            all contracts and contract rights that are guarantees or other obligations in respect
            of such Receivables, all lockbox accounts, collection accounts and other assets that
            are customarily granted in connection with asset securitization transactions involving
            Receivables and all proceeds of any of the foregoing (collectively, the “Related
            Security”) (i) to a Securitization Subsidiary, which transfer is funded in whole
            or in part, directly or indirectly, by the incurrence or issuance by the transferee or
            any successor transferee of indebtedness or other securities that are to receive
            payments from, or that represent interests in, the cash flow derived from such
            Receivables and Related Security, or (ii) directly to one or more investors or other
            purchasers (other than the Company, a Co-Borrower or a Subsidiary), in any case
            involving an aggregate principal amount at any time not to exceed $500,000,000. The
            “principal amount” of any Permitted Securitization shall be deemed at any
            time to be (x) in the case of a transaction described in clause (i) of the preceding
            sentence, the aggregate principal or stated amount of the indebtedness or securities
            referred to in such clause incurred or issued for the purpose of funding the
            Securitization Subsidiary’s acquisition of Receivables and Related Security
            (exclusive of any subordinated notes that the Securitization Subsidiary may issue to
            the Company, a Co-Borrower or any other Group Member) or, if there shall be no such
            principal or stated amount, the uncollected amount of the Receivables transferred
            pursuant to such Permitted Securitization net of any such Receivables that have been
            written off as uncollectible, and (y) in the case of a transaction described in clause
            (ii) of the preceding sentence, the lesser of the aggregate outstanding principal
            amount of the subject Receivables or the indebtedness secured by Liens on the subject
            Receivables and Related Security, as applicable. The term “Permitted
            Securitization” shall also include refinancings of the foregoing within such
            limitation on the aggregate principal amount of such Permitted
            Securitization.


            
            “Person
            ”: an individual, partnership, corporation, limited liability
            company, business trust, joint stock company, trust, unincorporated association, joint
            venture, Governmental Authority or other entity of whatever nature.


            
            “Plan
            ”: at a particular time, any employee benefit plan that is covered
            by ERISA and in respect of which either Co-Borrower or a Commonly Controlled Entity is
            (or, if such plan were terminated at such time, would under Section 4069 of ERISA be
            deemed to be) an “employer” as defined in Section 3(5) of
            ERISA.


             


            
                	
                            
                             

                        	
                            
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            “Platform
            ”: as defined in Section
            6.2.


            
            “Preferred
            Stock”: as applied to the Capital Stock of any Person,
            means Capital Stock of any class or classes (however designated), which is preferred as
            to the payment of dividends, or upon any voluntary or involuntary liquidation or
            dissolution of such Person, over shares of Capital Stock of any other class of such
            Person.


            
            “Projections
            ”: as defined in Section
            6.2(c).


            
            “Properties
            ”: as defined in Section
            4.17(a).


            
            “Property
            ”: any right or interest in or to property of any kind whatsoever,
            whether real, personal or mixed and whether tangible or intangible, including, without
            limitation, Capital Stock.


            
            “Proved Developed
            Properties”: as defined in the Indenture dated June 20,
            2005.


            
            “Proved
            ”,
            “Producing”,
            “Proved Undeveloped” and
            “Proved Developed Non
            Producing”: will have the meaning given under the
            Definitions for Oil and Gas Reserves promulgated by the Society of Petroleum Engineers
            (or any generally recognized successors), and the references to
            “Behind Pipe” and
            “Shut-in” will have the
            meaning used in such Definitions.


            
            “PV
            ”: as of any date of determination, the calculation of the present
            value (utilizing the discount rate customarily utilized by the Reference Bank for
            collateral valuation purposes, which, on the Closing Date, is 9%) of the projected
            future net revenues attributable to SPE Basis Projected Production as such production
            is projected in the most recent report delivered pursuant to
            Section 6.2(d), utilizing the applicable
            price assumptions used by the Reference Bank in evaluating its oil and gas loans
            generally as determined by the Reference Bank, adjusted to give effect to applicable
            commodity prices (or caps or floors) under the Loan Parties’ Hedge
            Agreements provided that the portion
            of PV attributed to Other Proved Reserves shall be limited such that the PV
            attributable to Other Proved Reserves shall not exceed 35% of the resulting total
            PV.


             


            
            “Qualifying
            Production Call Obligation”: contingent obligations
            undertaken by Chesapeake Appalachia to the purchaser of working or net profits
            interests sold by Chesapeake Appalachia to ensure a minimum production volume with
            respect to such working or net profits interest (whether such obligation is contractual
            or is evidenced by an interest in production), so long as (i) such working or net
            profits interest sold is limited to 35% of Chesapeake Appalachia’s interest in
            oil and gas properties owned as of the date hereof, (ii) such obligation does not
            ensure a minimum aggregate production volume in excess of 30 MMcf of natural gas per
            day in the aggregate with respect to all of such working or net profits interests sold
            by Chesapeake Appalachia, and (iii) to the extent that such contingent obligation is
            evidenced by an interest in production, such interest shall only be a burden on the
            retained interest in the oil and gas properties out of which the working or net profits
            interests are granted.


            
            “Rating
            Agencies”: the collective reference to S&P and
            Moody’s.


             


            
                	
                            
                             

                        	
                            
                            20

                        


            

            

            

            

            
            “Real Estate
            Collateral”: collateral consisting of surface property
            interests, buildings, structures and similar improvements thereon, fixtures and
            personal property associated therewith and other items customarily associated with real
            estate secured financing.


             


            
            “Real Estate
            Secured Indebtedness”: Indebtedness in an amount not to
            exceed $500,000,000 in original principal amount, which Indebtedness is secured solely
            by Liens on Real Estate Collateral.


            
            “Receivables
            ”: as defined in the definition of “Permitted
            Securitization.”


            
            “Reference
            Bank”: Union Bank of California,
            N.A..


            
            “Reference
            Rate”: as defined in the definition of “Base
            Rate.”


            
            “Register
            ”: as defined in Section
            10.6(c).


            
            “Registered Public
            Accounting Firm”: will have the meaning specified in
            the Securities Laws and shall be independent of the Company and each Co-Borrower as
            prescribed by the Securities Laws.


            
            “Regulation
            U”: Regulation U of the Board as in effect from time to
            time.


            
            “Related
            Parties”: with respect to any Person, such
            Person’s Affiliates and the partners, directors, officers, employees, agents and
            advisors of such Person and of such Person’s Affiliates.


            
            “Related
            Security”: as defined in the definition of
            “Permitted Securitization.”


            
            “Reorganization
            ”: with respect to any Multiemployer Plan, the condition that such
            plan is in reorganization within the meaning of Section 4241 of
            ERISA.


            
            “Reportable
            Event”: any of the events set forth in Section 4043(b)
            of ERISA, other than those events as to which the thirty day notice period is waived
            under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg.
            § 4043.


            
            “Requirement of
            Law”: as to any Person, the Certificate of
            Incorporation and By-Laws or other organizational or governing documents of such
            Person, and any law, treaty, rule or regulation or determination of an arbitrator or a
            court or other Governmental Authority, in each case applicable to or binding upon such
            Person or any of its property or to which such Person or any of its property is
            subject.


            
            “Responsible
            Officer”: the chief executive officer, president, chief
            financial officer or treasurer of the Company or of a Co-Borrower, but in any event,
            with respect to financial matters, the chief financial officer or treasurer of the
            Company or of a Co-Borrower.


            
            “Restricted
            Payments”: as defined in
            Section 7.6.


            
            “Restricted
            Subsidiary”: as defined in that certain Indenture dated
            June 20, 2005.


             


            
                	
                            
                             

                        	
                            
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            “Revolving
            Commitment”: as to any Lender, the obligation of such
            Lender, if any, to make Revolving Loans, Swing Line Loans and participate in Letters of
            Credit in an aggregate principal and/or face amount not to exceed the amount set forth
            under the heading “Revolving Commitment” opposite such Lender’s name
            on Schedule 1.1A or in the
            Assignment and Acceptance pursuant to which such Lender became a party hereto, as the
            same may be changed from time to time pursuant to the terms hereof. The amount of the
            Total Revolving Commitments as of the Closing Date is $3,000,000,000.


            
            “Revolving
            Commitment Period”: the period from and including the
            Closing Date to the Revolving Termination Date.


            
            “Revolving
            Extensions of Credit”: as to any Lender at any time, an
            amount equal to the sum of (a) the aggregate principal amount of all Revolving Loans
            held by such Lender then outstanding plus (b) such Lender’s Revolving Percentage
            of the L/C Obligations then outstanding and (c) such Lender’s Revolving
            Percentage of all Swing Line Loans then outstanding.


            
            “Revolving
            Loans”: as defined in Section
            2.1(a).


            
            “Revolving
            Percentage”: as to any Lender at any time, the
            percentage which such Lender’s Revolving Commitment then constitutes of the Total
            Revolving Commitments (or, at any time after the Revolving Commitments shall have
            expired or terminated, the percentage which the aggregate principal amount of such
            Lender’s Revolving Extensions of Credit then outstanding constitutes of the
            aggregate principal amount of the Revolving Extensions of Credit then
            outstanding).


            
            “Revolving
            Termination Date”: November 2, 2012.


            
            “S&P
            ”: Standard & Poor’s Ratings Services and any successor
            thereto.


            
            “Sarbanes-Oxley
            ”: the Sarbanes-Oxley Act of 2002.


            
            “SEC
            ”: the Securities and Exchange Commission, any successor thereto
            and any analogous Governmental Authority.


            
            “Securities
            Laws”: the Securities Act of 1933, the Securities
            Exchange Act of 1934, Sarbanes-Oxley and the applicable accounting and auditing
            principles, rules, standards and practices promulgated, approved or incorporated by the
            SEC or the Public Company Accounting Oversight Board, as each of the foregoing may be
            amended and in effect on any applicable date hereunder.


            
            “Secured
            Party”: collectively, the Administrative Agent, the L/C
            Issuers, the Swing Line Lender, the Lenders, any Lender or affiliate of a Lender party
            to a Lender Hedge Agreement with respect to which an effective Pari Passu Hedging
            Obligation Allocation has been made, and each sub-agent appointed by the Administrative
            Agent from time to time pursuant to Section
            9.5.


             


            
                	
                            
                             

                        	
                            
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            “Securitization
            Subsidiary”: an Unrestricted Subsidiary established for
            the limited purpose of facilitating a Permitted Securitization and whose only assets
            are Receivables and Related Securities to be subject to the Permitted Securitization.
            In no event may the Securitization Subsidiary guarantee any indebtedness of the
            Company, a Co-Borrower, any other Group Member or any other Subsidiary or be obligated
            to pledge security therefor.


            
            “Security
            Documents”: the collective reference to the Mortgages
            and all other security documents hereafter delivered to the Administrative Agent
            granting a Lien on any property of any Person to secure the obligations and liabilities
            of any Loan Party under any Loan Document.


            
            “Senior Debt
            Limit”: the maximum amount of Indebtedness that the
            Company and its Subsidiaries may incur and secure pursuant to the terms of clause (i)
            of the definition of “Permitted Indebtedness” and clause (ii) of the
            definition of “Permitted Liens” under the Indentures, minus the amount of
            Indebtedness (other than Indebtedness under this Agreement) that the Company or any of
            its Subsidiaries have incurred and/or secured by Liens as of such day that counts
            against the restrictions on the maximum amount of Indebtedness referred to in such
            clause (i). For purposes of this definition, the term “Indebtedness” shall
            have the meaning given in the Indentures.


            
            “SFAS
            ”: Statement of Financial Accounting Standard No. 133 or No. 143
            as promulgated by the Financial Accounting Standards Board.


            
            “Single Employer
            Plan”: any Plan that is covered by Title IV of ERISA,
            but that is not a Multiemployer Plan.


            
            “Solvent
            ”: when used with respect to any Person, means that, as of any
            date of determination, (a) the amount of the “present fair saleable value”
            of the assets of such Person will, as of such date, exceed the amount of all
            “liabilities of such Person, contingent or otherwise”, as of such date, as
            such quoted terms are determined in accordance with applicable federal and state laws
            governing determinations of the insolvency of debtors, (b) the present fair saleable
            value of the assets of such Person will, as of such date, be greater than the amount
            that will be required to pay the liability of such Person on its debts as such debts
            become absolute and matured, (c) such Person will not have, as of such date, an
            unreasonably small amount of capital with which to conduct its business, and (d) such
            Person will be able to pay its debts as they mature. For purposes of this definition,
            (i) “debt” means liability on a “claim”, and (ii)
            “claim” means any (x) right to payment, whether or not such a right is
            reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
            disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an
            equitable remedy for breach of performance if such breach gives rise to a right to
            payment, whether or not such right to an equitable remedy is reduced to judgment,
            fixed, contingent, matured or unmatured, disputed, undisputed, secured or
            unsecured.


            
            “SPE Basis
            Projected Production”: at any time of determination,
            the projected production of oil or gas (measured by volume unit or BTU equivalent, not
            sales price) from properties and interests owned by any Group Member which are located
            in or offshore of the United States and Canada attributable to the portion of the
            reserves categorized as “Proved”, as


             


            
                	
                            
                             

                        	
                            
                            23

                        


            

            

            

            

            
            such production is projected in the most recent
            report delivered pursuant to Section
            6.2(d), after deducting projected production from any
            properties or interests sold or under contract for sale that had been included in such
            report and after adding projected production from any properties or interests that had
            not been reflected in such report but that are reflected in a separate or supplemental
            report which is satisfactory to the Administrative Agent.


            
            “Specified Change
            of Control”: a “Change of Control” (or any
            other defined term having a similar purpose) as defined in any instrument governing any
            Indebtedness of the Company or any of its Subsidiaries including, without limitation,
            the Indentures.


            
            “Subsidiary
            ”: as to any Person, a corporation, partnership, limited liability
            company or other entity of which shares of stock or other ownership interests having
            ordinary voting power (other than stock or such other ownership interests having such
            power only by reason of the happening of a contingency) to elect a majority of the
            board of directors or other managers of such corporation, partnership or other entity
            are at the time owned, or the management of which is otherwise controlled, directly or
            indirectly through one or more intermediaries, or both, by such Person. Unless
            otherwise qualified, all references to a “Subsidiary” or to
            “Subsidiaries” in this Agreement shall refer to a Subsidiary or
            Subsidiaries of the Company.


            
            “Subsidiary
            Guarantor”: each domestic Subsidiary of the Company
            (other than a Co-Borrower, an Immaterial Subsidiary, and any Unrestricted
            Subsidiary).


            
            “Swing Line
            Borrowing”: a borrowing of a Swing Line Loan pursuant
            to Section 2.17.


            
             


            
            “Swing Line
            Lender”: Union Bank of California, N.A., in its
            capacity as provider of Swing Line Loans, or any successor swing line lender
            hereunder.


            
            “Swing Line
            Loan”: as defined in Section
            2.17(a).


            
            “Swing Line
            Sublimit”: an amount equal to the lesser of (a)
            $200,000,000 and (b) the Total Revolving Commitments. The Swing Line Sublimit is part
            of, and not in addition to, the Total Revolving Commitments.


            
            “Synthetic Purchase
            Agreement”: any agreement pursuant to which any Group
            Member is or may become obligated to make (a) any payment in connection with the
            purchase by any third party from a Person other than a Group Member of any Capital
            Stock of any Group Member or (b) any payment (except as otherwise expressly permitted
            by Section 7.6) the amount of which
            is determined by reference to the price or value at any time of any such Capital Stock
            or Indebtedness; provided, that no
            phantom stock or similar plan providing for payments only to current or former
            directors, officers or employees of any Group Member (or to their heirs or estates)
            shall be deemed to be a Synthetic Purchase Agreement.


            
            “Total Revolving
            Commitments”: at any time, the aggregate amount of the
            Revolving Commitments then in effect.


             


            
                	
                            
                             

                        	
                            
                            24

                        


            

            

            

            

            
            “Total Revolving
            Extensions of Credit”: at any time, the aggregate
            amount of the Revolving Extensions of Credit of the Lenders outstanding at such
            time.


            
            “Transferee
            ”: any Participant.


            
            “Type
            ”: as to any Revolving Loan, its nature as a Base Rate Loan or a
            Eurodollar Loan.


            
            “Unencumbered
            Assets”: any assets that do not secure the Obligations,
            any Pari Passu Hedging Obligations, or any other Indebtedness.


            
            “United
            States”: the United States of
            America.


            
            “Unreimbursed
            Amount”: as defined in Section
            2.7(a).


            
            “Unrestricted
            Subsidiary”: as defined in that certain Indenture dated
            as of June 20, 2005.


            
            “Unused
            Commitments”: at any time, the excess of (i) the lesser
            of the Borrowing Base, if applicable, at such time and the Total Revolving Commitments
            at such time over (ii) the Total Revolving Extensions of Credit at such
            time.


            
            Section 1.2.
            Other Definitional
            Provisions


            
            (a) Unless otherwise specified therein, all terms
            defined in this Agreement shall have the defined meanings when used in the other Loan
            Documents or any certificate or other document made or delivered pursuant hereto or
            thereto.


            
            (b) As used herein and in the other Loan
            Documents, and any certificate or other document made or delivered pursuant hereto or
            thereto, (i) accounting terms relating to any Group Member not defined in
            Section 1.1 and accounting terms partly
            defined in Section 1.1, to the
            extent not defined, shall have the respective meanings given to them under GAAP, (ii)
            the words “include”, “includes” and “including”
            shall be deemed to be followed by the phrase “without limitation”, (iii)
            the word “incur” shall be construed to mean incur, create, issue, assume,
            become liable in respect of or suffer to exist (and the words “incurred”
            and “incurrence” shall have correlative meanings), and (iv) the words
            “asset” and “property” shall be construed to have the same
            meaning and effect and to refer to any and all tangible and intangible assets and
            properties, including cash, Capital Stock, securities, revenues, accounts, leasehold
            interests and contract rights, and (v) references to agreements or other Contractual
            Obligations shall, unless otherwise specified, be deemed to refer to such agreements or
            Contractual Obligations as amended, supplemented, restated or otherwise modified from
            time to time.


            
            (c) The words “hereof”, “herein”
            and “hereunder” and words of similar import when used in this Agreement
            shall refer to this Agreement as a whole and not to any particular provision of this
            Agreement, and Section, Schedule and Exhibit references are to this Agreement unless
            otherwise specified.


             


            
                	
                            
                             

                        	
                            
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            (d) The meanings given to terms defined herein shall be
            equally applicable to both the singular and plural forms of such terms.


            
            (e) All references herein to consolidated
            financial statements of the Company and the other Group Members or to the determination
            of any amount for the Company and the other Group Members on a consolidated basis or
            any similar reference shall, in each case, be deemed to include each variable interest
            entity that the Company is required to consolidate pursuant to FASB Interpretation No.
            46 – Consolidation of Variable Interest Entities: an interpretation of ARB No. 51
            (January 2003) as if such variable interest entity were a Subsidiary Guarantor as
            defined herein.    


            
            Section 1.3.
            Letter of Credit
            Amounts. Unless otherwise specified herein, the amount of a
            Letter of Credit at any time shall be deemed to be the stated amount of such Letter of
            Credit in effect at such time; provided, however, that with respect to any Letter of
            Credit that, by its terms or the terms of any Issuer Document related thereto, provides
            for one or more automatic increases in the stated amount thereof, the amount of such
            Letter of Credit shall be deemed to be the maximum stated amount of such Letter of
            Credit after giving effect to all such increases, whether or not such maximum stated
            amount is in effect at such time; and, provided further that with respect to any Letter
            of Credit that, by its terms or the terms of any Issuer Document related thereto,
            provides for one or more automatic decreases in the stated amount thereof, the amount
            of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter
            of Credit after giving effect to all such decreases, as of the date of
            determination.


             


            
            ARTICLE
            2. 
            AMOUNT AND TERMS OF REVOLVING COMMITMENTS


            
            Section 2.1.
            Revolving Commitments


            
            (a) Subject to the terms and conditions hereof,
            each Lender severally agrees to make revolving credit loans
            (“Revolving Loans”) to
            the Co-Borrowers from time to time during the Revolving Commitment Period in an
            aggregate principal amount at any one time outstanding which, when added to such
            Lender’s Revolving Percentage of the L/C Obligations then outstanding, does not
            exceed such Lender’s Revolving Commitment; provided, that, after giving effect
            thereto, the aggregate amount of Revolving Extensions of Credit then outstanding shall
            not exceed the lesser of (i) Senior Debt Limit at such time, (ii) if the Borrowing Base
            is in effect on the date the Revolving Loan is made, the Borrowing Base on such date or
            (iii) the Total Revolving Commitments at such time. During the Revolving Commitment
            Period, the Co- Borrowers may use the Revolving Commitments by borrowing, prepaying and
            reborrowing the Revolving Loans, in whole or in part, all in accordance with the terms
            and conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or
            Base Rate Loans, as determined by the Co-Borrowers and notified to the Administrative
            Agent in accordance with Sections 2.2
            and
            3.3.


            
            (b) The Co-Borrowers shall repay all outstanding
            Revolving Loans on the Revolving Termination Date.


            
             


            
                	
                            
                             

                        	
                            
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                Section 2.2. Procedure for Revolving Loan Borrowing. The Co-Borrowers may
                borrow under the Revolving Commitments during the Revolving Commitment Period on
                any Business Day, provided that
                the Co-Borrowers shall give the Administrative Agent irrevocable notice (which
                notice must be received by the Administrative Agent prior to 9:00 A.M., Los
                Angeles, California time, (a) three Business Days prior to the requested Borrowing
                Date, in the case of Eurodollar Loans, or (b) on the day of the requested Borrowing
                Date, in the case of Base Rate Loans), specifying (i) the amount and Type of
                Revolving Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the
                case of Eurodollar Loans, the respective amounts of each such Type of Revolving
                Loan and the respective lengths of the initial Interest Period therefor. Each
                borrowing under the Revolving Commitments shall be in an amount equal to $5,000,000
                or whole multiples of $1,000,000 in excess thereof (or, if the Unused Commitments
                of the Lenders is less than $5,000,000, such lesser amount). Upon receipt of any
                such notice from the Co-Borrowers, the Administrative Agent shall promptly notify
                each Lender thereof. Each Lender will make the amount of its
                pro rata
                share of each borrowing available to the Administrative Agent for
                the account of the Co-Borrowers at the Funding Office prior to 11:00 A.M., Los
                Angeles, California time, on the Borrowing Date requested by the Co-Borrowers in
                funds immediately available to the Administrative Agent. Such borrowing will then
                be made available to the Co-Borrowers by the Administrative Agent crediting the
                account of the Co-Borrowers on the books of such office with the aggregate of the
                amounts made available to the Administrative Agent by the Lenders and in like funds
                as received by the Administrative Agent.

            


            
            Section 2.3.
            Commitment Fees, etc.
             


            
            (a) Each Co-Borrower agrees to pay to the Administrative
            Agent for the account of each Lender a commitment fee for the period from and including
            the Closing Date to the last day of the Revolving Commitment Period, computed at the
            Commitment Fee Rate on the daily amount of such Lender’s Revolving Percentage of
            the sum of (i) the Unused Commitments and (ii) the outstanding Swing Line Loans during
            the period for which payment is made, payable quarterly in arrears on the last day of
            each March, June, September and December and on the Revolving Termination Date,
            commencing on December 31, 2007.


            
            (b) Each Co-Borrower agrees to pay to the Administrative
            Agent the fees in the amounts and on the dates previously agreed to in writing by the
            Co-Borrowers and the Administrative Agent.


            
            Section 2.4.
            Termination or Reduction of Revolving
            Commitments. The Co-Borrowers shall have the right, upon not
            less than three Business Days’ notice to the Administrative Agent, to terminate
            the Revolving Commitments or, from time to time, to reduce the amount of the Revolving
            Commitments; provided that no such termination or reduction of Revolving Commitments
            shall be permitted if, after giving effect thereto and to any prepayments of the
            Revolving Loans made on the effective date thereof, the Total Revolving Extensions of
            Credit would exceed the Total Revolving Commitments. Any such reduction shall be in an
            amount equal to $10,000,000, or whole multiples of $2,500,000 in excess thereof, and
            shall reduce permanently the Revolving Commitments then in effect.


            
            Section 2.5.
            The Letter of Credit
            Commitment.


             


            
                	
                            
                             

                        	
                            
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            (a) Subject to the terms and conditions set forth
            herein, (A) each Issuing Lender agrees, in reliance upon the agreements of the Lenders
            set forth in this Section 2.5, (1)
            from time to time on any Business Day during the period from the Closing Date until the
            L/C Expiration Date, to issue Letters of Credit for the account of a Co-Borrower, the
            Company or any Subsidiary Guarantor, and to amend Letters of Credit previously issued
            by it, in accordance with subsection (b) below, and (2) to honor drawings under the
            Letters of Credit; and (B) the Lenders severally agree to participate in Letters of
            Credit issued for the account of a Co-Borrower, the Company or any Subsidiary Guarantor
            and any drawings thereunder; provided
            that after giving effect to any L/C Credit Extension with respect to any
            Letter of Credit, (x) the Total Revolving Extensions of Credit shall not exceed the
            Revolving Commitments, (y) the Aggregate Exposure of any Lender shall not exceed such
            Lender’s Revolving Commitment, and (z) the aggregate amount of L/C Obligations
            shall not exceed the L/C Commitment; provided
            further that each Issuing Lender may, but
            shall have no obligations to, issue any Letter of Credit if, after giving effect to
            such issuance, the aggregate L/C Obligations in respect of Letters of Credit issued by
            such Issuing Lender would exceed such Issuing Lender’s L/C Sublimit. Each request
            by the Co-Borrowers for the issuance or amendment of a Letter of Credit shall be deemed
            to be a representation by the Co-Borrowers that the L/C Credit Extension so requested
            complies with the conditions set forth in the proviso to the preceding sentence. Within
            the foregoing limits, and subject to the terms and conditions hereof, the
            Co-Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and
            accordingly the Co-Borrowers may, during the period from the Closing Date through the
            L/C Expiration Date, obtain Letters of Credit to replace Letters of Credit that have
            expired or that have been drawn upon and reimbursed. All Existing Letters of Credit
            shall be deemed to have been issued pursuant hereto, and from and after the Closing
            Date shall be subject to and governed by the terms and conditions
            hereof.


            
                	
                            
                             

                        	
                            
                            (b)

                        	
                            
                            No Issuing Lender shall issue any Letter
                            of Credit, if:

                        


            


            
            (i) the expiry date of such requested Letter of Credit
            would occur more than thirteen months after the date of issuance or last extension,
            unless the Majority Lenders have approved such expiry date; or


            
            (ii) the expiry date of such requested Letter of Credit
            would occur after the L/C Expiration Date, unless all the Lenders have approved such
            expiry date;


            
            except Letters of Credit not to exceed an aggregate
            amount at any one time outstanding of $500,000,000 that are automatically renewed
            annually and that either terminate in accordance with their terms on or prior to the
            L/C Expiration Date or may be terminated by notice not more than ninety days prior to
            such Letter of Credit’s annual renewal date, provided that such Letters of Credit
            are so terminated prior to the L/C Expiration Date.


            
            (c) No Issuing Lender shall be under any obligation to
            issue any Letter of Credit if:


            
            (i) any order, judgment or decree of any Governmental
            Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing
            Lender from issuing such Letter of Credit, or any Law applicable to such Issuing Lender
            or any request or directive


            
             


            
                	
                            
                             

                        	
                            
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            (whether or not having the force of law) from any
            Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or
            request that such Issuing Lender refrain from, the issuance of letters of credit
            generally or such Letter of Credit in particular or shall impose upon such Issuing
            Lender with respect to such Letter of Credit any restriction, reserve or capital
            requirement (for which such Issuing Lender is not otherwise compensated hereunder) not
            in effect on the Closing Date, or shall impose upon such Issuing Lender any
            unreimbursed loss, cost or expense which was not applicable on the Closing Date and
            which such Issuing Lender in good faith deems material to it;


            
            (ii) the issuance of such Letter of Credit would violate
            one or more policies of such Issuing Lender;


            
            (iii) except as otherwise agreed by the Administrative
            Agent and such Issuing Lender, such Letter of Credit is in an initial stated amount
            less than $100,000, in the case of a commercial Letter of Credit, or $500,000, in the
            case of a standby Letter of Credit;


            
            (iv) such Letter of Credit is to be denominated in a
            currency other than Dollars; or


            
            (v) a default of any Lender’s obligations to
            fund under Section 2.7(b) exists or
            any Lender is at such time a Defaulting Lender hereunder, unless such Issuing Lender
            has entered into satisfactory arrangements with the Co-Borrowers or such Lender to
            eliminate such Issuing Lender’s risk with respect to such
            Lender.


            
            (d) No Issuing Lender shall amend any Letter of Credit
            if such Issuing Lender would not be permitted at such time to issue such Letter of
            Credit in its amended form under the terms hereof.


            
            (e) No Issuing Lender shall be under any obligation to
            amend any Letter of Credit if (A) such Issuing Lender would have no obligation at such
            time to issue such Letter of Credit in its amended form under the terms hereof, or (B)
            the beneficiary of such Letter of Credit does not accept the proposed amendment to such
            Letter of Credit.


            
            (f) Each Issuing Lender shall act on behalf of the
            Lenders with respect to any Letters of Credit issued by it and the documents associated
            therewith, and such Issuing Lender shall have all of the benefits and immunities
            (A) provided to the Administrative Agent in Section
            9 with respect to any acts taken or omissions suffered by
            such Issuing Lender in connection with Letters of Credit issued by it or proposed to be
            issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if
            the term “Administrative Agent” as used in Section
            9 included such Issuing Lender with respect to such acts or
            omissions, and (B) as additionally provided herein with respect to such Issuing
            Lender.


            
            Section 2.6.
            Procedures for Issuance and Amendment of
            Letters of Credit.


            
            (a) Each Letter of Credit shall be issued or amended, as
            the case may be, upon the request of the Co-Borrowers delivered to an Issuing Lender
            (with a copy to the Administrative Agent) in the form of a L/C Application,
            appropriately completed and signed


            
             


            
                	
                            
                             

                        	
                            
                            29

                        


            

            

            

            

            
            by a Responsible Officer of each Co-Borrower. Such L/C
            Application must be received by such Issuing Lender and the Administrative Agent not
            later than 11:00 A.M. at least two Business Days (or such later date and time as the
            Administrative Agent and such Issuing Lender may agree in a particular instance in
            their sole discretion) prior to the proposed issuance date or date of amendment, as the
            case may be. In the case of a request for an initial issuance of a Letter of Credit,
            such L/C Application shall specify in form and detail satisfactory to such Issuing
            Lender: (A) the proposed issuance date of the requested Letter of Credit (which shall
            be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name
            and address of the beneficiary thereof; (E) the documents to be presented by such
            beneficiary in case of any drawing thereunder; (F) the full text of any certificate to
            be presented by such beneficiary in case of any drawing thereunder; and (G) such other
            matters as such Issuing Lender may require. In the case of a request for an amendment
            of any outstanding Letter of Credit, such L/C Application shall specify in form and
            detail satisfactory to such Issuing Lender (A) the Letter of Credit to be amended; (B)
            the proposed date of amendment thereof (which shall be a Business Day); (C) the nature
            of the proposed amendment; and (D) such other matters as such Issuing Lender may
            require. Additionally, the Co-Borrowers shall furnish to such Issuing Lender and the
            Administrative Agent such other documents and information pertaining to such requested
            Letter of Credit issuance or amendment as such Issuing Lender or the Administrative
            Agent may require.


            
            (b) Promptly after receipt of any L/C Application,
            such Issuing Lender will confirm with the Administrative Agent (by telephone or in
            writing) that the Administrative Agent has received a copy of such L/C Application from
            the Co-Borrowers and, if not, such Issuing Lender will provide the Administrative Agent
            with a copy thereof. Administrative Agent will promptly notify each Lender of the
            receipt of such L/C Application. Unless such Issuing Lender has received written notice
            from any Lender, the Administrative Agent or any Loan Party, at least one Business Day
            prior to the requested date of issuance or amendment of the applicable Letter of
            Credit, that one or more applicable conditions contained in
            Section 5 shall not then be satisfied,
            then, subject to the terms and conditions hereof, such Issuing Lender shall, on the
            requested date, issue a Letter of Credit for the account of a Co-Borrower (or the
            Company or a Subsidiary Guarantor, as applicable) or enter into the applicable
            amendment, as the case may be, in each case in accordance with such Issuing
            Lender’s usual and customary business practices. Immediately upon the issuance of
            each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and
            unconditionally agrees to, purchase from such Issuing Lender a risk participation in
            such Letter of Credit in an amount equal to the product of such Lender’s
            Aggregate Exposure Percentage times the amount of such Letter of
            Credit.


            
            (c) Promptly after its delivery of any Letter of Credit
            or any amendment to a Letter of Credit to an advising bank with respect thereto or to
            the beneficiary thereof, such Issuing Lender will also deliver to the Co-Borrowers and
            the Administrative Agent a true and complete copy of such Letter of Credit or
            amendment.


            
            (d) In the event of any conflict between the terms
            hereof and the terms of any L/C Application, the terms hereof shall control.


            
            Section 2.7.
            Drawings and Reimbursements; Funding of
            Participations.


             


            
                	
                            
                             

                        	
                            
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            (a) Upon receipt from the beneficiary of any
            Letter of Credit of any notice of a drawing under such Letter of Credit, the Issuing
            Lender shall notify the Co-Borrowers and the Administrative Agent thereof. Not later
            than 11:00 A.M. on the date of any payment by such Issuing Lender under a Letter of
            Credit (each such date, an “Honor
            Date”), the Co-Borrowers shall reimburse such Issuing
            Lender through the Administrative Agent in an amount equal to the amount of such
            drawing. If the Co-Borrowers fail to so reimburse such Issuing Lender by such time, the
            Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of
            the unreimbursed drawing (the “Unreimbursed
            Amount”), and the amount of such Lender’s
            Revolving Percentage thereof. In such event, the Co-Borrowers shall be deemed to have
            requested a borrowing of Base Rate Revolving Loans to be disbursed on the Honor Date in
            an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples
            specified in Section 2.2 for the
            principal amount of Base Rate Revolving Loans, but subject to the amount of the
            unutilized portion of the Revolving Commitments and the conditions set forth in
            Section 5.2. Any notice given by such
            Issuing Lender or the Administrative Agent pursuant to this
            Section 2.7(a) may be given by telephone if
            immediately confirmed in writing; provided that the lack of such an immediate
            confirmation shall not affect the conclusiveness or binding effect of such
            notice.


            
            (b) Each Lender shall upon any notice pursuant
            to Section 2.7(a) make funds
            available to the Administrative Agent for the account of such Issuing Lender at the
            Administrative Agent’s office in an amount equal to its Revolving Percentage of
            the Unreimbursed Amount not later than 1:00 p.m., Los Angeles, California time, on the
            Business Day specified in such notice by the Administrative Agent, whereupon, subject
            to the provisions of Section 2.7(c),
            each Lender that so makes funds available shall be deemed to have made a Base Rate
            Revolving Loan to the Co-Borrowers in such amount. The Administrative Agent shall remit
            the funds so received to such Issuing Lender.


            
            (c) With respect to any Unreimbursed Amount that
            is not fully refinanced by a borrowing of Base Rate Revolving Loans because the
            conditions set forth in Section 5.2
            cannot be satisfied or for any other reason, the Co-Borrowers shall be
            deemed to have incurred from such Issuing Lender an L/C Borrowing in the amount of the
            Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and
            payable on demand (together with interest) and shall bear interest at the rate
            determined in accordance with Section
            3.5(c). In such event, each Lender’s payment to the
            Administrative Agent for the account of such Issuing Lender pursuant to
            Section 2.7(b) shall be deemed payment in
            respect of its participation in such L/C Borrowing and shall constitute an L/C Advance
            from such Lender in satisfaction of its participation obligation under this
            Section 2.7.


            
            (d) Until each Lender funds its Revolving Loan or
            L/C Advance pursuant to this Section 2.7
            to reimburse such Issuing Lender for any amount drawn under any Letter
            of Credit, interest in respect of such Lender’s Revolving Percentage of such
            amount shall be solely for the account of such Issuing Lender.


            
            (e) Each Lender’s obligation to make
            Revolving Loans or L/C Advances to reimburse such Issuing Lender for amounts drawn
            under Letters of Credit, as contemplated by this Section
            2.7, shall be absolute and unconditional and shall not be
            affected by any circumstance, including (A) any setoff, counterclaim, recoupment,
            defense or other right


            
             


            
                	
                            
                             

                        	
                            
                            31

                        


            

            

            

            

            
            which such Lender may have against such Issuing
            Lender, the Co-Borrowers or any other Person for any reason whatsoever; (B) the
            occurrence or continuance of a Default, or (C) any other occurrence, event or
            condition, whether or not similar to any of the foregoing;
            provided,
            however, that each Lender’s
            obligation to make Revolving Loans pursuant to this Section
            2.7 is subject to the conditions set forth in
            Section 5.2. No such making of an L/C
            Advance shall relieve or otherwise impair the obligation of the Co-Borrowers to
            reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender
            under any Letter of Credit, together with interest as provided
            herein.


            
            (f) If any Lender fails to make available to the
            Administrative Agent for the account of such Issuing Lender any amount required to be
            paid by such Lender pursuant to the foregoing provisions of this
            Section 2.7 by the time specified in
            Section 2.7(b), such Issuing Lender shall
            be entitled to recover from such Lender (acting through the Administrative Agent), on
            demand, such amount with interest thereon for the period from the date such payment is
            required to the date on which such payment is immediately available to such Issuing
            Lender at a rate per annum equal to the greater of the Federal Funds Effective Rate and
            a rate determined by such Issuing Lender in accordance with banking industry rules on
            interbank compensation. A certificate of such Issuing Lender submitted to any Lender
            (through the Administrative Agent) with respect to any amounts owing under this
            Section 2.7(f) shall be conclusive absent
            manifest error.


            
            (g) Notwithstanding that a Letter of Credit issued or
            outstanding hereunder is in support of any obligations of, or is for the account of,
            the Company or any other Group Member, the Co-Borrowers shall be obligated to reimburse
            the Issuing Lender hereunder for any and all drawings under such Letter of Credit. The
            Co-Borrowers hereby acknowledge that the issuance of Letters of Credit for the account
            of the Company or any other Group Member inures to the benefit of each Co-Borrower, and
            that each Co-Borrower’s business derives substantial benefits from the businesses
            of the Company and the other Group Members.


            
            Section 2.8.
            Repayment of Participations.
             


            
            (a) At any time after such Issuing Lender has made
            a payment under any Letter of Credit and has received from any Lender such
            Lender’s L/C Advance in respect of such payment in accordance with
            Section 2.7, if the Administrative Agent
            receives for the account of such Issuing Lender any payment in respect of the related
            Unreimbursed Amount or interest thereon (whether directly from the Co-Borrowers or
            otherwise, including proceeds of Cash Collateral applied thereto by the Administrative
            Agent), the Administrative Agent will distribute to such Lender its Revolving
            Percentage thereof (appropriately adjusted, in the case of interest payments, to
            reflect the period of time during which such Lender’s L/C Advance was
            outstanding) in the same funds as those received by the Administrative
            Agent.


            
            (b) If any payment received by the Administrative
            Agent for the account of such Issuing Lender pursuant to
            Section 2.7(a) is required to be returned
            under any of the circumstances described in Section
            10.7 (including pursuant to any settlement entered into by
            such Issuing Lender in its discretion), each Lender shall pay to the Administrative
            Agent for the account of such Issuing Lender its Revolving Percentage thereof on demand
            of the


            
             


            
                	
                            
                             

                        	
                            
                            32

                        


            

            

            

            

            
            Administrative Agent, plus interest thereon from the
            date of such demand to the date such amount is returned by such Lender, at a rate per
            annum equal to the Federal Funds Effective Rate from time to time in effect. The
            obligations of the Lenders under this clause shall survive the payment in full of the
            Obligations and the termination of this Agreement.


            
            Section 2.9.
            Obligations Absolute.
            The obligation of the Co-Borrowers to reimburse such Issuing Lender for each drawing
            under each Letter of Credit and to repay each L/C Borrowing shall be absolute,
            unconditional and irrevocable, and shall be paid strictly in accordance with the terms
            of this Agreement under all circumstances, including the following:


            
            (a) any lack of validity or enforceability of such
            Letter of Credit, this Agreement, or any other Loan Document;


            
            (b) the existence of any claim, counterclaim, setoff,
            defense or other right that either Co-Borrower or any Subsidiary may have at any time
            against any beneficiary or any transferee of such Letter of Credit (or any Person for
            whom any such beneficiary or any such transferee may be acting), such Issuing Lender or
            any other Person, whether in connection with this Agreement, the transactions
            contemplated hereby or by such Letter of Credit or any agreement or instrument relating
            thereto, or any unrelated transaction;


            
            (c)
                          
            any draft, demand, certificate or other document presented under such
            Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any
            respect or any statement therein being untrue or inaccurate in any respect; or any loss
            or delay in the transmission or otherwise of any document required in order to make a
            drawing under such Letter of Credit;


            
            (d) any payment by such Issuing Lender under such Letter
            of Credit against presentation of a draft or certificate that does not strictly comply
            with the terms of such Letter of Credit; or any payment made by such Issuing Lender
            under such Letter of Credit to any Person purporting to be a trustee in bankruptcy,
            debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or
            other representative of or successor to any beneficiary or any transferee of such
            Letter of Credit, including any arising in connection with any proceeding under any
            Debtor Relief Law; or


            
            (e) any other circumstance or happening whatsoever,
            whether or not similar to any of the foregoing, including any other circumstance that
            might otherwise constitute a defense available to, or a discharge of, the a Co-Borrower
            or any Subsidiary.


            
            The Co-Borrowers shall promptly examine a copy of each
            Letter of Credit and each amendment thereto that is delivered to it and, in the event
            of any claim of noncompliance with the Co-Borrowers’ instructions or other
            irregularity, the Co-Borrowers will immediately notify such Issuing Lender. The
            Co-Borrowers shall be conclusively deemed to have waived any such claim against such
            Issuing Lender and its correspondents unless such notice is given as
            aforesaid.


             


            
            Section 2.10.
            Role of each Issuing
            Lender. Each Lender and each Co-Borrower agree that, in
            paying any drawing under a Letter of Credit, such Issuing Lender shall not have any
            responsibility to obtain any document (other than any sight draft, certificates and
            documents


             


            
                	
                            
                             

                        	
                            
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            expressly required by the Letter of Credit) or to
            ascertain or inquire as to the validity or accuracy of any such document or the
            authority of the Person executing or delivering any such document. None of such Issuing
            Lender, the Administrative Agent, any of their respective Related Parties nor any
            correspondent, participant or assignee of such Issuing Lender shall be liable to any
            Lender for (i) any action taken or omitted in connection herewith at the request or
            with the approval of the Lenders or the Majority Lenders, as applicable; (ii) any
            action taken or omitted in the absence of gross negligence or willful misconduct; or
            (iii) the due execution, effectiveness, validity or enforceability of any document or
            instrument related to any Letter of Credit or Issuer Document. The Co-Borrowers hereby
            assume all risks of the acts or omissions of any beneficiary or transferee with respect
            to its use of any Letter of Credit; provided, however, that this assumption is not
            intended to, and shall not, preclude the Co-Borrowers’ pursuing such rights and
            remedies as it may have against the beneficiary or transferee at law or under any other
            agreement. None of such Issuing Lender, the Administrative Agent, any of their
            respective Related Parties nor any correspondent, participant or assignee of such
            Issuing Lender shall be liable or responsible for any of the matters described in
            clauses (a) through (e) of Section
            2.9; provided, however, that anything in such clauses to the
            contrary notwithstanding, a Co-Borrower may have a claim against such Issuing Lender,
            and such Issuing Lender may be liable to such Co-Borrower, to the extent, but only to
            the extent, of any direct, as opposed to consequential or exemplary, damages suffered
            by such Co-Borrower which such Co-Borrower proves were caused by such Issuing
            Lender’s willful misconduct or gross negligence or such Issuing Lender’s
            willful failure to pay under any Letter of Credit after the presentation to it by the
            beneficiary of a sight draft and certificate(s) strictly complying with the terms and
            conditions of a Letter of Credit. In furtherance and not in limitation of the
            foregoing, such Issuing Lender may accept documents that appear on their face to be in
            order, without responsibility for further investigation, regardless of any notice or
            information to the contrary, and such Issuing Lender shall not be responsible for the
            validity or sufficiency of any instrument transferring or assigning or purporting to
            transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds
            thereof, in whole or in part, which may prove to be invalid or ineffective for any
            reason. If any draft shall be presented for payment under any Letter of Credit, the
            Issuing Lender shall promptly notify the Co-Borrowers of the date and amount
            thereof.


            
            Section 2.11.
            Cash Collateral. Upon
            the request of an Issuing Lender, (i) if such Issuing Lender has honored any full or
            partial drawing request under any Letter of Credit and such drawing has resulted in an
            L/C Borrowing, or (ii) if, as of the L/C Expiration Date, any L/C Obligation for any
            reason remains outstanding, the Co-Borrowers shall, in each case, immediately Cash
            Collateralize the then outstanding amount of all L/C Obligations.


            
            Section 2.12.
            Applicability of ISP and
            UCP. Unless otherwise expressly agreed by such Issuing Lender
            and the Co-Borrowers when a Letter of Credit is issued (including any such agreement
            applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to
            each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice
            for Documentary Credits, as most recently published by the International Chamber of
            Commerce at the time of issuance shall apply to each commercial Letter of
            Credit.


            
            Section 2.13.
            Letter of Credit
            Fees.


             


            
                	
                            
                             

                        	
                            
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            (a) The Co-Borrowers shall pay to the
            Administrative Agent for the account of each Lender in accordance with its Revolving
            Percentage a Letter of Credit fee (the “Letter of Credit
            Fee”) (i) for each commercial Letter of Credit equal to
            the Applicable Margin then in effect with respect to Eurodollar Loans per annum times
            the daily amount available to be drawn under such Letter of Credit, and (ii) for each
            standby Letter of Credit equal to the Applicable Margin then in effect with respect to
            Eurodollar Loans per annum times the daily amount available to be drawn under such
            Letter of Credit. For purposes of computing the daily amount available to be drawn
            under any Letter of Credit, the amount of such Letter of Credit shall be determined in
            accordance with Section 1.3. Letter
            of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and
            payable on the L/C Fee Payment Date, commencing with the first such date to occur after
            the issuance of such Letter of Credit, on the L/C Expiration Date and thereafter on
            demand. If there is any change in the Applicable Margin in effect with respect to
            Eurodollar Loans during any quarter, the daily amount available to be drawn under each
            standby Letter of Credit shall be computed and multiplied by the Applicable Margin in
            effect with respect to Eurodollar Loans separately for each period during such quarter
            that such Applicable Margin was in effect. Notwithstanding anything to the contrary
            contained herein, upon the request of the Majority Lenders, while any Event of Default
            exists, all Letter of Credit Fees shall accrue at the rate determined in accordance
            with Section
            3.5(c).


            
            (b) The Co-Borrowers shall pay directly to such
            Issuing Lender for its own account a fronting fee (i) with respect to each commercial
            Letter of Credit, at the rate of 0.125% per annum, computed on the amount of such
            Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any
            amendment of a commercial Letter of Credit increasing the amount of such Letter of
            Credit, at a rate separately agreed between the Co-Borrowers and such Issuing Lender,
            computed on the amount of such increase, and payable upon the effectiveness of such
            amendment, and (iii) with respect to each standby Letter of Credit, at the rate of
            0.125% per annum, computed on the daily amount available to be drawn under such Letter
            of Credit on a quarterly basis in arrears, and due and payable on the L/C Fee Payment
            Date, commencing with the first such date to occur after the issuance of such Letter of
            Credit, on the L/C Expiration Date and thereafter on demand. For purposes of computing
            the daily amount available to be drawn under any Letter of Credit, the amount of such
            Letter of Credit shall be determined in accordance with
            Section 1.3. In addition, the Co-Borrowers
            shall pay directly to such Issuing Lender for its own account the customary issuance,
            presentation, amendment and other processing fees, and other standard costs and
            charges, of such Issuing Lender relating to letters of credit as from time to time in
            effect. Such customary fees and standard costs and charges are due and payable on
            demand and are nonrefundable.


            
            Section 2.14.
            Borrowing Base and Collateral Value
            Determination


            
            (a) The Borrowing Base will be in effect at any
            time that (i) the rating for the Index Debt by S&P is equal to or less favorable
            than BB or (ii) the rating for the Index Debt by Moody’s is equal to or less
            favorable than Ba2 or (iii) neither S&P nor Moody’s maintains a rating for
            Index Debt; provided that if a
            rating for the Index Debt shall be maintained by only one of S&P and Moody’s,
            the Borrowing Base will be in effect at any time that such rating is the applicable
            rating specified under clause (i) or (ii). At any time that the foregoing sentence is
            not applicable, the Borrowing Base will be in effect, but will cease to be in effect
            when the Co-Borrowers have provided the Administrative Agent and the Lenders written
            notice of their


             


            
                	
                            
                             

                        	
                            
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            election to have availability under this Agreement
            governed without reference to the Borrowing Base no later than 30 days prior to the
            effective date of such election, except during any period as the Co-Borrowers have
            otherwise elected in accordance with Section
            2.14(b) to have availability under this Agreement governed by
            the Borrowing Base. If the Borrowing Base shall not be in effect, availability under
            this Agreement shall be determined with reference to the Senior Debt Limit and the
            Total Revolving Commitments. The Collateral Value determination shall cease to be made
            after the Collateral Release Date.


            
            (b) If the Co-Borrowers have previously elected to
            have availability under this Agreement governed without reference to the Borrowing
            Base, the Co-Borrowers may from time to time elect to have availability under this
            Agreement governed by the Borrowing Base for the period between the next two successive
            scheduled Determination Dates (a “Borrowing Base
            Period”) by giving the Administrative Agent and the
            Lenders written notice of their election no later than 30 days prior to the delivery
            under Section 6.2(d) of the next
            scheduled semi-annual Engineering Report. Once such election is made, the Co-Borrowers
            may elect to opt out of such election only at the end of any Borrowing Base Period, if
            the Borrowing Base is not required to be in effect under
            Section 2.14(a), by giving the
            Administrative Agent and the Lenders written notice of its election to opt out of its
            election no later than 30 days prior to the delivery under
            Section 6.2(d) of the next scheduled
            semi-annual Engineering Report prior to the end of such Borrowing Base
            Period.


            
            (c) During the period from the Closing Date to the
            first Determination Date following the Closing Date redetermining the Borrowing Base,
            the Borrowing Base is $3,500,000,000. During the period from the Closing Date to the
            first Determination Date redetermining the Collateral Value, the Collateral Value is
            $5,431,111,000; provided,
            however that upon the sale or other
            Disposition of (i) up to a 35% working interest or net profits interests (and the
            related Qualifying Production Call Obligation) in the portion of the Mortgaged
            Properties owned by Chesapeake Appalachia on the date hereof, the Collateral Value will
            be reduced by $438,752,000 and (ii) those certain non-core Mortgaged Properties in
            North Dakota as more particularly set forth on Schedule
            2.14, the Collateral Value will be reduced by $7,535,000,
            such that the Collateral Value after the consummation of all such sales or Dispositions
            shall be $4,984,824,000.


            
            (d) Within 45 days after receiving the relevant
            Engineering Reports with respect to any Evaluation Date and the respective accompanying
            reports and information thereto required to be furnished pursuant to
            Section 6.2(d), or as promptly thereafter
            as practicable, the Majority Lenders (or, in the case of any increase in the Borrowing
            Base, the Administrative Agent and the holders of more than 90% of the Total Revolving
            Commitments then in effect or, if the Revolving Commitments have been terminated, the
            Total Revolving Extensions of Credit then outstanding) shall agree upon an amount for
            the Collateral Value or the Borrowing Base, as the case may be, as applicable with
            respect to such Evaluation Date, and the Administrative Agent shall by notice to the
            Co-Borrowers designate such amounts as the new Collateral Value and Borrowing Base,
            respectively, which designation shall take effect immediately on the date of such
            notice (herein called a “Determination
            Date”) and shall remain in effect until but not
            including the next date as of which the Collateral Value or the Borrowing Base, as the
            case may be, are redetermined. If the Co-Borrowers do not furnish all such information,
            reports and data by the date specified in Section
            6.2(d), the Administrative Agent may nonetheless designate
            the


             

            

            

            

            
                	
                            
                             

                        	
                            
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            Collateral Value or the Borrowing Base, as the
            case may be, at any amount which the Majority Lenders determine and may redesignate the
            Collateral Value or the Borrowing Base, as the case may be, from time to time
            thereafter in a similar manner until each Lender receives all information, reports and
            data, whereupon the Majority Lenders shall designate the Collateral Value or the
            Borrowing Base, as the case may be, as described above. The Majority Lenders shall
            determine the Collateral Value based on the reports delivered pursuant to
            Section 6.2(d) and the applicable price
            assumptions used by the Reference Bank in evaluating its oil and gas loans generally as
            determined by the Reference Bank and such determination of the Collateral Value shall
            deduct the net present value of the reserves projected to be produced on or prior to
            the next scheduled Evaluation Date. The Majority Lenders shall determine the amount of
            the Borrowing Base based (i) upon the total debt of the Company and its Subsidiaries
            and upon the loan value which they in their discretion assign to the various oil and
            gas properties of the Company and its Subsidiaries at such time and (ii) upon such
            other credit factors (including, without limitation, (A) the assets, liabilities, cash
            flow, hedged and unhedged exposure to price, agreements affecting reserves, business,
            properties, prospects, production history of reserves, nature of the ownership of the
            reserves, Liens affecting properties, management and ownership of the Company and its
            Subsidiaries, (B) foreign exchange rate changes and interest rate changes, (C) the
            general policies of the Majority Lenders from time to time with respect to the prices
            used in evaluating their oil and gas loans generally and (D) the Collateral) as they in
            their discretion deem significant. It is expressly understood that the Lenders and the
            Administrative Agent have no obligation to agree upon or designate the Collateral Value
            or the Borrowing Base at any particular amount. It is further expressly understood that
            no determinations or designations of the Borrowing Base will be made or will be
            effective, and the references to the Borrowing Base in this
            Section 2.14(d) shall be disregarded, at
            any time that the Borrowing Base is not in effect as provided in
            Section 2.14(a).


            
            (e)
                    Until
            the termination of the Revolving Commitment Period, the Co-Borrowers may, during the
            15-day period beginning on each Determination Date, reduce the Borrowing Base, when in
            effect, from the amount designated by the Administrative Agent to any lesser amount by
            delivering a notice during such period to the Administrative Agent to that effect, with
            such reduction to be effective as of the date such notice is received by the
            Administrative Agent and shall continue in effect until such time as the Borrowing Base
            is redetermined in accordance with Section 2.14(d)
            or not in effect in accordance with Section
            2.14(a).


            
            (f)
                      
            Concurrently with the delivery of the notice by the Co-Borrowers of
            their election to have availability under this Agreement governed without reference to
            the Borrowing Base and with each delivery of an Engineering Report pursuant to
            Section 6.2(d) when the ratio of PV to
            Consolidated Indebtedness contained in Section
            7.1(c) is applicable, the Co-Borrowers will provide to the
            Administrative Agent and Lenders a certificate of a Responsible Officer of the Company
            and of each Co-Borrower reflecting in reasonable detail the calculation of
            PV.


            
            (g)          
            All of the Collateral consisting of the Mortgaged Properties (but
            excluding Cash Collateral to the extent applicable) shall be released by the
            Administrative Agent promptly following the written request of the Co-Borrowers made to
            the Administrative Agent so long as all of the following conditions are satisfied on
            the date of such actual release (the date of the actual release called
            “Collateral Release
            Date”): (i) the ratings of the Index Debt shall
            be


             


            
                	
                            
                             

                        	
                            
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            maintained by S&P at BBB- or better and shall
            be maintained by Moody’s at Baa3 or better; provided that if only one of S&P
            or Moody’s provides a rating for the Index Debt such rating shall be maintained
            at BBB- or better or Baa3 or better, as applicable; (ii) all Liens permitted
            under Section 7.3(j) or
            (m) and all covenants and agreements
            relating to the Indebtedness and obligations referred to in
            Section 7.3(j) or
            (m) that require or could require Liens to
            secure such Indebtedness and obligations have been released and discharged; and (iii)
            no Default or Event of Default shall have occurred and be continuing or shall result
            therefrom.  


            
                          
            Section 2.15. Increase in Commitments.


            
            (a) Request for
            Increase. Provided no Default has occurred and is continuing,
            upon notice to the Administrative Agent (which shall promptly notify the Lenders), the
            Co-Borrowers may from time to time request an increase in the Total Revolving
            Commitments; provided that (i) any such request for an increase shall be in a minimum
            amount of $25,000,000, (ii) the Co-Borrowers may make a maximum of three such requests
            during the Revolving Commitment Period, (iii) after giving effect to such increase in
            the Total Revolving Commitments, the Total Revolving Commitments do not exceed the
            lesser of (A) $3,500,000,000 or (B) the Borrowing Base then in effect, if applicable
            and (iv) if such request for an increase in the Total Revolving Commitments occurs
            prior to the Collateral Release Date, sufficient collateral is provided to maintain the
            Collateral Coverage Ratio required by Section
            6.9. At the time of sending such notice, the Co-Borrowers may
            request all or part of such increase from the Lenders and, if it does so, shall specify
            (in consultation with the Administrative Agent) the time period within which each
            Lender who desires to commit to such increase is requested to
            respond.


            
            (b) Lender Elections to
            Increase. If Co-Borrowers so request, each Lender may notify
            the Administrative Agent within such time period whether or not it agrees to increase
            its Revolving Commitment (which agreement may be given or withheld at such
            Lender’s sole and absolute discretion) and, if so, whether by an amount equal to,
            greater than, or less than its Revolving Percentage of such requested increase. Any
            Lender not responding within such time period shall be deemed to have declined to
            increase its Revolving Commitment.


            
            (c) Notification by
            Administrative Agent; Additional Lenders. The Administrative
            Agent shall notify the Co-Borrowers and each Lender of the Lenders’ responses to
            each request made hereunder. To achieve the full amount of a requested increase and
            subject to the approval of the Administrative Agent, the Swing Line Lender and each
            Issuing Lender (which approvals shall not be unreasonably withheld), the Co-Borrowers
            may also invite additional Persons who qualify as Eligible Assignees to become Lenders
            pursuant to a joinder agreement in form and substance satisfactory to the
            Administrative Agent and its counsel. It shall not be a condition to obtaining an
            increase in the Total Revolving Commitments that the full amount of such increase
            requested by the Co-Borrowers be approved by the Lenders or any additional Eligible
            Assignees. If less than the full amount of the increase requested by the Co-Borrowers
            is approved by the Lenders and any additional Eligible Assignee, the Co-Borrowers may,
            at their option, accept the amount of the increase so approved, or the Co-Borrowers may
            withdraw their request for such increase, in which case the Co-Borrowers shall be
            deemed not to have made a request for such increase.


             


            
                	
                            
                             

                        	
                            
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            (d) Effective Date and
            Allocations. If the Total Revolving Commitments are increased
            in accordance with this Section
            2.15, the Administrative Agent and the Co-Borrowers shall
            determine the effective date (the “Increase Effective
            Date”) and the final allocation of such increase. The
            Administrative Agent shall promptly notify the Co-Borrowers and the Lenders of the
            final amount and allocation of such increase and the Increase Effective
            Date.


            
            (e) Conditions to
            Effectiveness of Increase. As a condition precedent to such
            increase, the Co-Borrowers shall deliver to the Administrative Agent a certificate of
            each Loan Party dated as of the Increase Effective Date (in sufficient copies for each
            Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching
            the resolutions adopted by such Loan Party approving or consenting to such increase,
            and (ii) in the case of the Co-Borrowers, certifying that, before and after giving
            effect to such increase, (A) the representations and warranties contained in
            Article 4 and the other Loan Documents are
            true and correct on and as of the Increase Effective Date, (B) no Default exists and
            (C) after giving effect to such increase, (1) no Borrowing Base Deficiency exists and
            (2) if such Increase Effective Date is prior to the Collateral Release Date, the
            Collateral Coverage Ratio is not less than 1.5 to 1.0. Administrative Agent shall
            notify the new or increasing Lenders of the amount of Loans of each Type and the
            applicable Interest Period thereof, and each such new or increasing Lender shall make
            Revolving Loans which are sufficient to make its outstanding Revolving Loans of each
            Type and of each Interest Period equal to such Lender’s Revolving Percentage of
            the Revolving Loans of such Type and such Interest Period. The Co-Borrowers shall pay
            to such new or increasing Lenders on the Increase Effective Date any costs reasonably
            determined by such Lender to have been incurred in respect of Eurodollar Loans related
            to such increase which are funded other than on the first day of the Interest Period
            relating thereto.


            
            (f) Conflicting
            Provisions. This Section shall supersede any provisions
            in Section 3.8 or
            Section 10.1 to the
            contrary.


            
            Section 2.16.
            Extension of Revolving Termination
            Date. 


            
            (a) Not earlier than 60 days prior to, nor later
            than 30 days prior to, any anniversary date of the Closing Date, the Co-Borrowers may,
            upon notice to the Administrative Agent (who shall promptly notify the Lenders),
            request a one year extension of the then current Revolving Termination Date,
            provided,
            however, that the Co-Borrowers may request
            only two such extensions under this Agreement. Within 15 days of delivery of such
            notice, each Lender shall notify the Administrative Agent whether or not it consents to
            such extension (which consent may be given or withheld in such Lender’s sole and
            absolute discretion). Any Lender not responding within the above time period shall be
            deemed not to have consented to such extension. The Administrative Agent shall promptly
            notify the Co-Borrowers and the Lenders of the Lenders’ responses. If any Lender
            declines, or is deemed to have declined, to consent to such extension (a
            “Declining Lender”), the
            Co-Borrowers may cause any such Declining Lender to be removed or replaced as a Lender
            pursuant to
            Section 3.13.


            
            (b) Only if Majority Lenders (calculated prior to
            giving effect to any removals and/or replacements of Lenders permitted herein) (the
            “Consenting Lenders”)
            have consented to an extension requested pursuant to this Section, the Revolving
            Termination Date shall be extended, with respect only to the Consenting Lenders and any
            Lender replacing a Declining


             


            
                	
                            
                             

                        	
                            
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            Lender pursuant to
            Section 3.13. If so extended, the
            Revolving Termination Date, as to the Consenting Lenders and each Lender replacing a
            Declining Lender pursuant to
            Section 3.13, shall be extended to the
            date falling one year after the existing Revolving Termination Date (except that if
            such date is not a Business Day, such Revolving Termination Date, as so extended, shall
            be the next preceding Business Day); provided, however, that the pre-existing Revolving
            Termination Date shall remain in effect with respect to any Declining Lender that is
            not replaced (such Declining Lender’s “Existing
            Maturity Date”). The Administrative Agent and the
            Co-Borrowers shall promptly confirm to the Lenders such extension, and the
            Administrative Agent shall distribute an amended
            Schedule 2.01 (which shall be deemed
            incorporated into this Agreement), to reflect any changes in Lenders and their
            respective Revolving Commitments. If the Revolving Termination Date is extended
            pursuant this Section 2.16 with respect to some but not all of the Lenders, then no
            Letter of Credit may expire after the date that is five Business Days prior to an
            Existing Maturity Date in respect of any Declining Lender if, after giving effect to
            such Letter of Credit, the aggregate Revolving Commitments of the Consenting Lenders
            (including any replacement Lenders) for the period following such Existing Maturity
            Date would be less than the L/C Obligations following such Existing Maturity
            Date.


            
            (c)  As a condition precedent to such extension,
            the Co-Borrowers shall have provided to the Administrative Agent the following, in form
            and substance satisfactory to the Administrative Agent (i) copies of corporate
            resolutions certified by the Secretary or Assistant Secretary of each of the
            Co-Borrowers, or such other evidence as may be satisfactory to the Administrative
            Agent, demonstrating that each Co-Borrower’s incurrence of indebtedness hereunder
            with a maturity date of the Revolving Termination Date, as extended pursuant to this
            Section, has been duly authorized by all necessary corporate action, together with an
            opinion of counsel to the Co-Borrowers to such effect, (ii) a certificate (in
            sufficient copies for each Lender), signed by a Responsible Officer of each of the
            Co-Borrowers certifying that, (A) before and after giving effect to such
            extension, the representations and warranties contained in Article IV and the
            other Loan Documents are true and correct on and as of the date thereof, and
            (B) no Default or Event of Default exists.


            
            (d)  The Co-Borrowers shall, on the
            Existing Maturity Date with respect to any Declining Lender that has not been replaced
            as a Lender pursuant to Section 3.13
            pay in full all Obligations owing to such Declining Lender, and such
            Declining Lender’s Revolving Commitment and participation in any Letter of Credit
            outstanding hereunder shall terminate on such Existing Maturity Date.


            
            Section 2.17.
            Swing Line
            Loans.


            
            (a)
                    
            The Swing Line. Subject to the terms and
            conditions set forth herein, the Swing Line Lender agrees, in reliance upon the
            agreements of the other Lenders set forth in this Section
            2.17, to make loans (each such loan, a
            “Swing Line Loan”) to
            the Co-Borrowers from time to time on any Business Day during the Revolving Commitment
            Period in an aggregate amount that will not cause, after giving effect to such Swing
            Line Loan, the outstanding amount of the Swing Line Loans to exceed the Swing Line
            Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the
            Total Revolving Extensions of Credit of the Lender acting as Swing Line Lender, may
            exceed the amount of such Lender’s Revolving Commitment;
            provided,
            however, that after giving effect to any
            Swing Line Loan, (A) the Total


             


            
                	
                            
                             

                        	
                            
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            Revolving Extensions of Credit shall not exceed
            the Total Revolving Commitments, and (B) the Revolving Extensions of Credit of any
            Lender shall not exceed such Lender’s Revolving Commitment, and
            provided,
            further, that the Co-Borrowers shall not
            use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan.
            Within the foregoing limits, and subject to the other terms and conditions hereof, the
            Co-Borrowers may borrow under this Section
            2.17, prepay under Section
            2.17(h), and reborrow under this
            Section 2.17. Immediately upon the making
            of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and
            unconditionally agrees to, purchase from the Swing Line Lender a risk participation in
            such Swing Line Loan in an amount equal to the product of such Lender’s Revolving
            Percentage of the Total Revolving Commitments times
            the amount of such Swing Line Loan.


            
            (b)          
            Borrowing Procedures. The provisions
            of Section 2.2 shall not apply to
            Borrowings of Swing Line Loans. Each Swing Line Borrowing shall be made upon the
            Co-Borrowers’ irrevocable notice to the Swing Line Lender and Administrative
            Agent, which may be given by telephone. Each such notice must be received by the Swing
            Line Lender and Administrative Agent not later than 9:00 A.M., Los Angeles, California
            time, on the requested borrowing date, and shall specify (i) the amount to be borrowed,
            which shall be a minimum of $5,000,000 or whole multiples of $1,000,000 in excess
            thereof, and (ii) the requested borrowing date, which shall be a Business Day. Each
            such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender
            and Administrative Agent of a written Swing Line loan notice, appropriately completed
            and signed by a Responsible Officer of the Co-Borrowers. Promptly after receipt by the
            Swing Line Lender of any telephonic Swing Line loan notice, the Swing Line Lender will
            confirm with Administrative Agent (by telephone or in writing) that Administrative
            Agent has also received such Swing Line loan notice and, if not, the Swing Line Lender
            will notify Administrative Agent (by telephone or in writing) of the contents thereof.
            Unless the Swing Line Lender has received notice (by telephone or in writing) from
            Administrative Agent (including at the request of any Lender) prior to 11:00 A.M., Los
            Angeles, California time, on the date of the proposed Swing Line Borrowing (A)
            directing the Swing Line Lender not to make such Swing Line Loan as a result of the
            limitations set forth in the first proviso to the first sentence of
            Section 2.17(a), or (B) that one or more of
            the applicable conditions specified in Article 5
            is not then satisfied, then, subject to the terms and conditions hereof,
            the Swing Line Lender will, not later than 11:00 A.M., Los Angeles, California time, on
            the borrowing date specified in such Swing Line loan notice, make the amount of its
            Swing Line Loan available to the Co-Borrower.


            
                	
                            
                             

                        	
                            
                            (c)

                        	
                            
                            Refinancing of Swing Line
                            Loans.

                        


            


            
            (i)           
            The Swing Line Lender at any time in its sole and absolute discretion
            may request, on behalf of the Co-Borrowers (which hereby irrevocably authorizes the
            Swing Line Lender to so request on its behalf), that each Lender make a Revolving Loan
            at the BaseRate in an amount equal to such Lender’s Revolving Percentage of the
            amount of Swing Line Loans then outstanding. Such request shall be made in writing
            (which written request shall be deemed to be a loan notice for purposes hereof) and in
            accordance with the requirements of Section
            2.2, without regard to the minimum and multiples specified
            therein for the principal amount of Base Rate Loans, but subject to the unutilized
            portion of the Total Revolving Commitments and the conditions set forth in
            Section 5.2. The Swing Line Lender shall
            furnish the Co-Borrowers with a copy of the applicable loan


            
             


            
                	
                            
                             

                        	
                            
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            notice promptly after delivering such notice to
            Administrative Agent. Each Lender shall make an amount equal to its Revolving
            Percentage of the amount specified in such loan notice available to Administrative
            Agent in immediately available funds for the account of the Swing Line Lender at
            Administrative Agent’s Office not later than 11:00 A.M., Los Angeles, California
            time, on the day specified in such loan notice, whereupon, subject to
            Section 2.17(c)(ii), each Lender that so
            makes funds available shall be deemed to have made a Revolving Loan at the Base Rate to
            the Co-Borrowers in such amount. Administrative Agent shall remit the funds so received
            to the Swing Line Lender.


            
            (ii)          
            If for any reason any Swing Line Loan cannot be refinanced by such a
            Revolving Loan in accordance with Section
            2.17(c)(i), the request for Revolving Loans at the Base Rate
            submitted by the Swing Line Lender as set forth herein shall be deemed to be a request
            by the Swing Line Lender that each of the Lenders fund its risk participation in the
            relevant Swing Line Loan and each Lender’s payment to Administrative Agent for
            the account of the Swing Line Lender pursuant to Section
            2.17(c)(i) shall be deemed payment in respect of such
            participation.


            
            (iii)        
            If any Lender fails to make available to Administrative Agent for the
            account of the Swing Line Lender any amount required to be paid by such Lender pursuant
            to the foregoing provisions of this Section 2.17(c)
            by the time specified in Section
            2.17(c)(i), the Swing Line Lender shall be entitled to
            recover from such Lender (acting through Administrative Agent), on demand, such amount
            with interest thereon for the period from the date such payment is required to the date
            on which such payment is immediately available to the Swing Line Lender at a rate per
            annum equal to the greater of the Federal Funds Effective Rate and a rate determined by
            the Swing Line Lender in accordance with banking industry rules on interbank
            compensation, plus any administrative, processing or similar fees customarily charged
            by the Swing Line Lender in connection with the foregoing. If such Lender pays such
            amount (with interest and fees as aforesaid), the amount so paid shall constitute such
            Lender’s Revolving Loan included in the relevant Swing Line Loan or funded
            participation in the relevant Swing Line Loan, as the case may be. A certificate of the
            Swing Line Lender submitted to any Lender (through Administrative Agent) with respect
            to any amounts owing under this clause (iii) shall be conclusive absent manifest
            error.


            
            (iv)         
            Each Lender’s obligation to make Revolving Loans or to purchase
            and fund risk participations in Swing Line Loans pursuant to this
            Section 2.17(c) shall be absolute and
            unconditional and shall not be affected by any circumstance, including (A) any setoff,
            counterclaim, recoupment, defense or other right which such Lender may have against the
            Swing Line Lender, any Co-Borrower or any other Person for any reason whatsoever, (B)
            the occurrence or continuance of a Default, or (C) any other occurrence, event or
            condition, whether or not similar to any of the foregoing;
            provided,
            however, that each Lender’s
            obligation to make Revolving Loans pursuant to this Section
            2.17(c) is subject to the conditions set forth in
            Section 5.2. No such funding of risk
            participations shall relieve or otherwise impair the obligation of the Co-Borrower to
            repay Swing Line Loans, together with interest as provided herein.


             


            
                	
                            
                             

                        	
                            
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            (d)          
            Repayment of Participations. At any time
            after any Lender has purchased and funded a risk participation in a Swing Line Loan, if
            the Swing Line Lender receives any payment on account of such Swing Line Loan, the
            Swing Line Lender will distribute to such Lender its Revolving Percentage thereof in
            the same funds as those received by the Swing Line Lender.


            
            (e)         
            Interest for Account of Swing Line Lender.
            The Swing Line Lender shall be responsible for invoicing the Co-Borrowers for interest
            on the Swing Line Loans. Until each Lender funds its Revolving Loan or risk
            participation pursuant to this Section 2.17
            to refinance such Lender’s Revolving Percentage of any Swing Line
            Loan, interest in respect of such Lender’s Revolving Percentage share shall be
            solely for the account of the Swing Line
            Lender.        


            
            (f)           
            Payments Directly to Swing Line Lender.
            Co-Borrowers shall make all payments of principal and interest in respect of the Swing
            Line Loans directly to the Swing Line Lender


            
            (g)          
            Swing Line Loan Interest. Each Swing Line
            Loan shall bear interest on the outstanding principal amount thereof on each day at a
            per annum rate equal to the rate for overnight (next business day) Dollar deposits in
            the interbank eurodollar market as determined by Swing Line Lender plus the Applicable
            Margin with respect to Eurodollar Loans;
            provided,
            however, that if the Swing Line Lender
            determines that it is not able to determine such rate for any day or to maintain Swing
            Line Loans at such rate for any day, each Swing Line Loan shall bear interest on the
            outstanding principal amount thereof on such day at a per annum rate equal to the Base
            Rate plus the Applicable Margin with respect to Base Rate Loans.


            
            (h)          
            Voluntary Pre-Payments. The Co-Borrowers
            may, upon notice to the Swing Line Lender (with a copy to Administrative Agent), at any
            time or from time to time, voluntarily prepay Swing Line Loans in whole or in part
            without premium or penalty; provided
            that (i) such notice must be received by the Swing Line Lender and
            Administrative Agent not later than 11:00 A.M., Los Angeles, California time, on the
            date of the prepayment, and (ii) any such prepayment shall be in a minimum principal
            amount of $100,000. Each such notice shall specify the date and amount of such
            prepayment. If such notice is given by the Co-Borrowers, the Co-Borrowers shall make
            such prepayment and the payment amount specified in such notice shall be due and
            payable on the date specified therein.


            
            (i)
                      
            Repayment of Swing Line Loans. The
            Co-Borrowers shall repay each Swing Line Loan on the earlier to occur of (i) the date
            ten Business Days after such Loan is made and (ii) the Revolving Termination
            Date.


            
             


            
            (j)           
            Evidence of Swing Line Loan Debt. In
            addition to the accounts and records referred to in Section
            3.14, each Lender and Administrative Agent shall maintain in
            accordance with its usual practice accounts or records evidencing the purchases and
            sales by such Lender of Swing Line Loans. In the event of any conflict between the
            accounts and records maintained by Administrative Agent and the accounts and records of
            any Lender in respect of such matters, the accounts and records of Administrative Agent
            shall control in the absence of manifest error.


             


             


            
                	
                            
                             

                        	
                            
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            ARTICLE 3.GENERAL PROVISIONS APPLICABLE TO REVOLVING
            LOANS


            
            AND LETTERS OF CREDIT


            
            Section 3.1.
            Optional Prepayments.
            The Co-Borrowers may at any time and from time to time prepay the
            Revolving Loans, in whole or in part, without premium or penalty, upon irrevocable
            notice delivered to the Administrative Agent at least three Business Days prior thereto
            in the case of Eurodollar Loans and at least one Business Day prior thereto in the case
            of Base Rate Loans, which notice shall specify the date and amount of prepayment and
            whether the prepayment is of Eurodollar Loans or Base Rate Loans; provided, that if a
            Eurodollar Loan is prepaid on any day other than the last day of the Interest Period
            applicable thereto, the Co-Borrowers shall also pay any amounts owing pursuant to
            Section 3.11. Upon receipt of any such notice the Administrative Agent shall promptly
            notify each Lender thereof. If any such notice is given, the amount specified in such
            notice shall be due and payable on the date specified therein, together with (except in
            the case of Revolving Loans that are Base Rate Loans) accrued interest to such date on
            the amount prepaid. Partial prepayments of Revolving Loans shall be in an aggregate
            principal amount of $5,000,000 or whole multiples of $1,000,000 in excess
            thereof.


            
            Section 3.2.
            Mandatory Prepayments


            
            (a) If at any time prior to the Collateral Release
            Date the Collateral Coverage Ratio is less than 1.5 to 1.0 (the
            “Collateral Deficiency
            Date”), the Co-Borrowers shall
            either:


            
            (i) Give notice to the Administrative Agent that they
            elect to reduce the Borrowing Base, if applicable, or the Total Revolving Commitments
            and prepay the Revolving Loans to the extent necessary to comply with the Collateral
            Coverage at such time whereupon the Borrowing Base, if applicable, or the Total
            Revolving Commitments shall be so reduced with immediate effect and the Co-Borrowers
            shall make such prepayment on or before the date that is 30 days after the related
            Collateral Deficiency Date and to the extent such prepayment of the aggregate principal
            amount of Revolving Loans then outstanding is insufficient to result in compliance with
            the Collateral Coverage Ratio, the Co-Borrowers shall, to the extent of such
            deficiency, replace outstanding Letters of Credit and/or Cash Collateralize L/C
            Obligations; or


            
            (ii) Certify to the Administrative Agent that the
            Co-Borrowers have good and defensible title, free of any Liens, to Proved Developed
            Properties in an amount which, if subject to one or more Mortgages, would result in the
            Co-Borrowers being in compliance with such Collateral Coverage Ratio (including the
            value of the related Other Proved Reserves to the extent provided in the definition of
            Collateral Value), and provide to each Lender the same information regarding such
            Proved Developed Properties as would be required for an evaluation of the Collateral
            Value attributable thereto by the Majority Lenders under
            Section 2.14. Within 10 days after such
            certification, the Majority Lenders shall either (x) determine that such properties, if
            subject to a Mortgage, would result in the Co-Borrowers being in compliance with such
            Collateral Coverage Ratio in which case, the Co-Borrowers shall within 20 days of such
            certification, and in any event, no later than within 30 days of the Collateral
            Deficiency Date, deliver a Mortgage (or a


            
             


            
                	
                            
                             

                        	
                            
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            satisfactory amendment to an Existing Mortgage) to
            the Administrative Agent with respect to each of such Proved Developed Properties,
            executed and delivered by a duly authorized officer of each party thereto and
            accompanied by such other documentation as the Administrative Agent shall reasonably
            request (including, without limitation, legal opinions in form and substance
            satisfactory to the Administrative Agent relating thereto) or (y) determine that such
            properties, if subject to a Mortgage, would not result in the Co-Borrowers being in
            compliance with such Collateral Coverage Ratio in which case, the Co-Borrowers shall
            make the prepayments specified in subsection (i) of this
            Section 3.2(a) within 30 days of the
            Collateral Deficiency Date.


            
            (b) If at any time the Borrowing Base is in effect
            (A) the Total Revolving Extensions of Credit exceed (B) the Borrowing Base at such time
            (such excess, the “Borrowing Base
            Deficiency”) the Administrative Agent shall give notice
            thereof to the Co-Borrowers (a “Borrowing Base
            Deficiency Notice”) and within 30 days after the date
            of such Borrowing Base Deficiency Notice, the Co-Borrowers shall
            either:


            
            (i) Give notice to the Administrative Agent that they
            elect to prepay the Revolving Loans in an amount at least equal to the Borrowing Base
            Deficiency whereupon the Co-Borrowers shall make such prepayment on or before the date
            that is 60 days after the date of the Borrowing Base Deficiency Notice and, to the
            extent such prepayment of the aggregate principal amount of Revolving Loans then
            outstanding is less than such Borrowing Base Deficiency, the Co-Borrowers shall, to the
            extent of such shortfall, replace outstanding Letters of Credit and/or Cash
            Collateralize L/C Obligations; or


            
            (ii) Give notice to the Administrative Agent that they
            elect to prepay the Revolving Loans in an aggregate amount equal to the Borrowing Base
            Deficiency (or, to the extent such prepayments of the aggregate principal amount of
            Revolving Loans then outstanding are less than the Borrowing Base Deficiency, replace
            outstanding Letters of Credit and/or Cash Collateralize L/C Obligations) in six
            consecutive equal monthly installments, whereupon the Co-Borrowers shall pay the first
            such installment 30 days after the date of the Borrowing Base Deficiency and the next
            five such installments on the same day of each consecutive month thereafter;
            or


            
            (iii) (A) Certify to the Administrative Agent that
            the Co-Borrowers have good and defensible title, free of any Liens, to oil and gas
            properties not included in the determination of the Borrowing Base then in effect in an
            amount which, if taken into account in such determination, would eliminate the
            Borrowing Base Deficiency, and (B) provide to each Lender the same information
            regarding such properties as would be required for an evaluation of the value
            attributable thereto by the Majority Lenders under Section
            2.14 in calculating the Borrowing Base. Within 30 days after
            such certification, if the Majority Lenders shall determine that taking into account
            such properties in the determination of the Borrowing Base would not be sufficient to
            result in the elimination of the Borrowing Base Deficiency, the Co-Borrowers shall
            either (x) make the prepayments specified in subsection (i) of this
            Section 3.2(b) immediately or (y) make the
            installment prepayments specified in subsection (ii) of this
            Section 3.2(b) with the first such
            installment due immediately.


            
             


            
                	
                            
                             

                        	
                            
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            Section 3.3. Conversion
            and Continuation Options


            
            (a) The Co-Borrowers may elect from time to time to
            convert Eurodollar Loans to Base Rate Loans by giving the Administrative Agent prior
            irrevocable notice of such election by 9:00 A.M., Los Angeles, California time, three
            Business Days preceding the day on which such conversion is to occur, provided that any
            such conversion of Eurodollar Loans may only be made on the last day of an Interest
            Period with respect thereto. The Co-Borrowers may elect from time to time to convert
            Base Rate Loans to Eurodollar Loans by giving prior irrevocable notice to the
            Administrative Agent by 9:00 A.M., Los Angeles, California time, three Business Days
            prior to such conversion (which notice shall specify the length of the initial Interest
            Period therefor), provided that no Base Rate Loan may be converted into a Eurodollar
            Loan when any Event of Default has occurred and is continuing and the Administrative
            Agent or the Majority Lenders have determined in its or their sole discretion not to
            permit such conversions. Upon receipt of any such notice the Administrative Agent shall
            promptly notify each Lender thereof.


            
            (b) Any Eurodollar Loan may be continued as such
            upon the expiration of the then current Interest Period with respect thereto by the
            Co-Borrowers giving irrevocable notice to the Administrative Agent, in accordance with
            the applicable provisions of the term “Interest Period” set forth in
            Section 1.1, of the length of the next
            Interest Period to be applicable to such Eurodollar Loans,
            provided that no Eurodollar Loan may be
            continued as such when any Event of Default has occurred and is continuing and the
            Administrative Agent has or the Majority Lenders have determined in its or their sole
            discretion not to permit such continuations, and
            provided,
            further, that if the Co-Borrowers shall
            fail to give any required notice as described above in this paragraph or if such
            continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans
            shall be automatically converted to Base Rate Loans on the last day of such then
            expiring Interest Period. Upon receipt of any such notice the Administrative Agent
            shall promptly notify each Lender thereof.


            
            Section 3.4.
            Limitations on Eurodollar
            Tranches. Notwithstanding anything to the contrary in this
            Agreement, all borrowings, conversions and continuations of Eurodollar Loans hereunder
            and all selections of Interest Periods hereunder shall be in such amounts and be made
            pursuant to such elections so that, (a) after giving effect thereto, the aggregate
            principal amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be
            equal to $5,000,000 or whole multiples of $1,000,000 in excess thereof and (b) no more
            than five Eurodollar Tranches shall be outstanding at any one time.


            
            Section 3.5.
            Interest Rates and Payment
            Dates


            
            (a) Each Eurodollar Loan shall bear interest for each
            day during each Interest Period with respect thereto at a rate per annum equal to the
            Eurodollar Rate determined for such day plus the Applicable Margin.


            
            (b) Each Base Rate Loan shall bear interest at a rate
            per annum equal to the Base Rate plus the Applicable Margin.


             


            
                	
                            
                             

                        	
                            
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            (c) (i) If all or a portion of the principal
            amount of any Revolving Loan or L/C Obligation shall not be paid when due (whether at
            the stated maturity, by acceleration or otherwise), such overdue amount shall bear
            interest at a rate per annum equal to (x) in the case of the Revolving Loans, the rate
            that would otherwise be applicable thereto pursuant to the foregoing provisions of this
            Section plus 2% or (y) in the case
            of L/C Obligations, the rate applicable to Base Rate Loans
            plus 2%, and (ii) if all or a portion of
            any interest payable on any Revolving Loan or L/C Obligation or any commitment fee or
            other amount payable hereunder shall not be paid when due (whether at the stated
            maturity, by acceleration or otherwise), such overdue amount shall bear interest at a
            rate per annum equal to the rate then applicable to Base Rate Loans
            plus 2%, in each case, with respect to
            clauses (i) and (ii) above, from the date of such non-payment until such amount is paid
            in full (as well after as before judgment).


            
            (d) Interest shall be payable in arrears on each
            Interest Payment Date, provided that
            interest accruing pursuant to paragraph (c) of this Section shall be payable from time
            to time on demand.


            
            Section 3.6.
            Computation of Interest and
            Fees


            
            (a) Interest and fees payable pursuant hereto shall be
            calculated on the basis of a 360-day year for the actual days elapsed, except that,
            with respect to Base Rate Loans the rate of interest on which is calculated on the
            basis of the Reference Rate, the interest thereon shall be calculated on the basis of a
            365- (or 366-, as the case may be) day year for the actual days elapsed. The
            Administrative Agent shall as soon as practicable notify the Co-Borrowers and the
            Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on
            a Revolving Loan resulting from a change in the Base Rate or the Eurocurrency Reserve
            Requirements shall become effective as of the opening of business on the day on which
            such change becomes effective. The Administrative Agent shall as soon as practicable
            notify the Co-Borrowers and the Lenders of the effective date and the amount of each
            such change in interest rate.


            
            (b) Each determination of an interest rate by the
            Administrative Agent pursuant to any provision of this Agreement shall be conclusive
            and binding on the Co-Borrowers and the Lenders in the absence of manifest error. The
            Administrative Agent shall, at the request of the Co-Borrowers, deliver to the
            Co-Borrowers a statement showing the quotations used by the Administrative Agent in
            determining any interest rate pursuant to Section
            3.6(a).


            
            Section 3.7.
            Inability to Determine Interest
            Rate. If prior to the first day of any Interest
            Period:


            
            (a) the Administrative Agent shall have determined
            (which determination shall be conclusive and binding upon the Co-Borrowers) that, by
            reason of circumstances affecting the relevant market, adequate and reasonable means do
            not exist for ascertaining the Eurodollar Rate for such Interest Period; or


             


            
                	
                            
                             

                        	
                            
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            (b) the Administrative Agent shall have received notice
            from the Majority Lenders that the Eurodollar Rate determined or to be determined for
            such Interest Period will not adequately and fairly reflect the cost to such Lenders
            (as conclusively certified by such Lenders) of making or maintaining their affected
            Revolving Loans during such Interest Period, the Administrative Agent shall give
            telefacsimile, email or telephonic notice thereof to each of the Co-Borrowers and the
            Lenders as soon as practicable thereafter. If such notice is given (x) any Eurodollar
            Loans requested to be made on the first day of such Interest Period shall be made as
            Base Rate Loans, (y) any Revolving Loans that were to have been converted on the
            first day of such Interest Period to Eurodollar Loans shall be continued as Base Rate
            Loans and (z) any outstanding Eurodollar Loans shall be converted, on the last day of
            the then-current Interest Period, to Base Rate Loans. Until such notice has been
            withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or
            continued as such, nor shall the Co-Borrowers have the right to convert Revolving Loans
            to Eurodollar Loans.


            
            Section 3.8.
            Pro Rata Treatment and
            Payments


            
            (a) Each borrowing by the Co-Borrowers from the
            Lenders hereunder, each payment by the Co-Borrowers on account of any commitment fee
            and any reduction of the Revolving Commitments of the Lenders shall be made
            pro rata
            according to the Revolving Percentages of the Lenders.


            
            (b) Each payment (including each prepayment) by
            the Co-Borrowers on account of principal of and interest on the Revolving Loans shall
            be made pro rata
            according to the respective outstanding principal amounts of the
            Revolving Loans then held by the Lenders.


            
            (c) All payments (including prepayments) to be made by
            the Co-Borrowers hereunder, whether on account of principal, interest, fees or
            otherwise, shall be made without setoff or counterclaim and shall be made prior to
            11:00 A.M., Los Angeles, California time, on the due date thereof to the Administrative
            Agent, for the account of the Lenders, at the Funding Office, in Dollars and in
            immediately available funds. The Administrative Agent shall distribute such payments to
            the Lenders promptly upon receipt in like funds as received. If any payment hereunder
            (other than payments on the Eurodollar Loans) becomes due and payable on a day other
            than a Business Day, such payment shall be extended to the next succeeding Business
            Day. If any payment on a Eurodollar Loan becomes due and payable on a day other than a
            Business Day, the maturity thereof shall be extended to the next succeeding Business
            Day unless the result of such extension would be to extend such payment into another
            calendar month, in which event such payment shall be made on the immediately preceding
            Business Day. In the case of any extension of any payment of principal pursuant to the
            preceding two sentences, interest thereon shall be payable at the then applicable rate
            during such extension.


            
            (d) Unless the Administrative Agent shall have been
            notified in writing by any Lender prior to a borrowing that such Lender will not make
            the amount that would constitute its share of such borrowing available to the
            Administrative Agent, the Administrative Agent may assume that such Lender is making
            such amount available to the


            
             


            
                	
                            
                             

                        	
                            
                            48

                        


            

            

            

            

            
            Administrative Agent, and the Administrative Agent may,
            in reliance upon such assumption, make available to the Co-Borrowers a corresponding
            amount. If such amount is not made available to the Administrative Agent by the
            required time on the Borrowing Date therefor, such Lender shall pay to the
            Administrative Agent, on demand, such amount with interest thereon at a rate equal to
            the daily average Federal Funds Effective Rate for the period until such Lender makes
            such amount immediately available to the Administrative Agent. A certificate of the
            Administrative Agent submitted to any Lender with respect to any amounts owing under
            this paragraph shall be conclusive in the absence of manifest error. If such
            Lender’s share of such borrowing is not made available to the Administrative
            Agent by such Lender within three Business Days of such Borrowing Date, the
            Administrative Agent shall also be entitled to recover such amount with interest
            thereon at the rate per annum applicable to Base Rate Loans, on demand, from the
            Co-Borrowers.


            
            (e) Unless the Administrative Agent shall have
            been notified in writing by the Co-Borrowers prior to the date of any payment due to be
            made by the Co-Borrowers hereunder that the Co-Borrowers will not make such payment to
            the Administrative Agent, the Administrative Agent may assume that the Co-Borrowers are
            making such payment, and the Administrative Agent may, but shall not be required to, in
            reliance upon such assumption, make available to the Lenders their respective
            pro rata
            shares of a corresponding amount. If such payment is not made to the
            Administrative Agent by the Co-Borrowers within three Business Days after such due
            date, the Administrative Agent shall be entitled to recover, on demand, from each
            Lender to which any amount which was made available pursuant to the preceding sentence,
            such amount with interest thereon at the rate per annum equal to the daily average
            Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the
            Administrative Agent or any Lender against the Co-Borrowers.


            
            (f) The Co-Borrowers and any Lender shall have the
            option, from time to time, to execute and deliver to the Administrative Agent a Pari
            Passu Hedging Obligation Notice designating a fixed dollar amount as the allocation of
            the maximum amount of Pari Passu Hedging Obligations for a stated Lender and its
            Affiliates (a “Pari Passu Hedging Obligation
            Allocation”), and the Pari Passu Hedging Obligation
            Allocation of any Lender and its Affiliates may be terminated, increased or decreased
            from time to time by a subsequent Pari Passu Hedging Obligation Notice executed by the
            Co-Borrowers and such Lender; provided that (i) the maximum aggregate amount of all
            Pari Passu Hedging Obligation Allocations at any one time shall not exceed the Pari
            Passu Hedging Obligation Limit and (ii) no such Pari Passu Hedging Obligation Notice
            shall be effective until the Administrative Agent shall have executed and delivered to
            the Co-Borrowers and such Lender such notice confirming such Pari Passu Hedging
            Obligation Allocation. The Administrative Agent shall maintain a register to record all
            Pari Passu Hedging Obligation Allocations. The obligations under the Lender Hedge
            Agreements with such Lender and its Affiliates that exceed such Lender’s Pari
            Passu Hedging Obligation Allocation shall not be Pari Passu Hedging Obligations. The
            aggregate amount of Pari Passu Hedging Obligations outstanding from time to time shall
            be considered Obligations for purposes of each of the Security Documents and shall be
            secured by all the Collateral granted thereunder in accordance with the
            following Section
            3.8(g).


             


            
                	
                            
                             

                        	
                            
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            (g) Notwithstanding anything in this
            Section 3.8 or in any of the Loan Documents
            to the contrary, in the event that the Revolving Loans shall have become due and
            payable, and the Revolving Commitments shall have been terminated, pursuant to
            Section 8, any amounts received by the
            Administrative Agent from the Loan Parties or their Subsidiaries or from the Collateral
            in respect of the Co-Borrowers’ Obligations shall be applied in the following
            order of priority:


            
            (i) First, to reimburse the Administrative Agent for its
            fees, costs and expenses pursuant to the Loan Documents;


            
                	
                            
                             

                        	
                            
                            (ii)

                        	
                            
                            Second, to pay unpaid interest accrued
                            on the Revolving Loans;

                        


            


            
            (iii) Third, (A) to pay all other outstanding
            Obligations (whether or not contingent) under, out of, or in connection with any of the
            Loan Documents or Letters of Credit, including the outstanding principal of the
            Revolving Loans and, after the payment of the outstanding principal of the Revolving
            Loans, to Cash Collateralize outstanding L/C Obligations and (B) to pay Pari Passu
            Hedging Obligations of any Lender and its Affiliates (applied ratably to each Lender
            based upon (x) such Lender’s total outstanding Obligations under (A), and (y)
            such Lender’s or such Lender’s Affiliate’s Pari Passu Hedging
            Obligations under (B));


            
            (iv) Fourth, once all of the Obligations (whether or not
            contingent) and Pari Passu Hedging Obligations have been indefeasibly paid in full and
            all Letters of Credit have been terminated or Cash Collateralized, to the
            Co-Borrowers.


            
            Administrative Agent shall have no responsibility
            to determine the existence or amount of Pari Passu Hedging Obligations and may reserve
            from the application of amounts under this Section
            3.8(g) amounts distributable in respect of Pari Passu Hedging
            Obligations until it has received evidence satisfactory to it of the existence and
            amount of such Pari Passu Hedging Obligations.


            
            Section 3.9.
            Requirements of Law


            
            (a) If the adoption of or any change in any Requirement
            of Law or in the interpretation or application thereof or compliance by any Lender with
            any request or directive (whether or not having the force of law) from any central bank
            or other Governmental Authority made subsequent to the date hereof:


            
            (i) shall subject any Lender to any tax of any
            kind whatsoever with respect to this Agreement, any Letter of Credit, any Application
            or any Eurodollar Loan made by it, or change the basis of taxation of payments to such
            Lender in respect thereof (except for Non-Excluded Taxes covered by
            Section 3.10 and changes in the rate of tax
            on the overall net income of such Lender);


            
            (ii) shall impose, modify or hold applicable any
            reserve, special deposit, compulsory loan or similar requirement against assets held
            by, deposits or other liabilities in or for the account of, advances, loans or other
            extensions of credit by, or any other acquisition of funds by, any office of such
            Lender that is not otherwise included in the determination of the Eurodollar Rate
            hereunder; or


             


            
                	
                            
                             

                        	
                            
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                            (iii)

                        	
                            
                            shall impose on such Lender any other
                            condition;

                        


            


            
            and the result of any of the foregoing is to increase
            the cost to such Lender, by an amount that such Lender deems to be material, of making,
            converting into, continuing or maintaining Eurodollar Loans or issuing or participating
            in Letters of Credit, or to reduce any amount receivable hereunder in respect thereof,
            then, in any such case, the Co-Borrowers shall promptly pay such Lender, upon its
            demand, any additional amounts necessary to compensate such Lender for such increased
            cost or reduced amount receivable. If any Lender becomes entitled to claim any
            additional amounts pursuant to this paragraph, it shall promptly notify the
            Co-Borrowers (with a copy to the Administrative Agent) of the event by reason of which
            it has become so entitled.


            
            (b) If any Lender shall have determined that the
            adoption of or any change in any Requirement of Law regarding capital adequacy or in
            the interpretation or application thereof or compliance by such Lender or any
            corporation controlling such Lender with any request or directive regarding capital
            adequacy (whether or not having the force of law) from any Governmental Authority made
            subsequent to the date hereof shall have the effect of reducing the rate of return on
            such Lender’s or such corporation’s capital as a consequence of its
            obligations hereunder or under or in respect of any Letter of Credit to a level below
            that which such Lender or such corporation could have achieved but for such adoption,
            change or compliance (taking into consideration such Lender’s or such
            corporation’s policies with respect to capital adequacy) by an amount deemed by
            such Lender to be material, then from time to time, after submission by such Lender to
            the Co-Borrowers (with a copy to the Administrative Agent) of a written request
            therefor, the Co-Borrowers shall pay to such Lender such additional amount or amounts
            as will compensate such Lender or such corporation for such reduction.


            
            (c) A certificate as to any additional amounts payable
            pursuant to this Section submitted by any Lender to the Co-Borrowers (with a copy to
            the Administrative Agent) shall be conclusive in the absence of manifest error. The
            obligations of the Co-Borrowers pursuant to this Section shall survive the termination
            of this Agreement and the payment of the Revolving Loans and all other amounts payable
            hereunder.


            
            Section 3.10.
            Taxes


            
            (a) All payments made by the Co-Borrowers under this
            Agreement shall be made free and clear of, and without deduction or withholding for or
            on account of, any present or future income, stamp or other taxes, levies, imposts,
            duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied,
            collected, withheld or assessed by any Governmental Authority, excluding net income
            taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the
            Administrative Agent or any Lender as a result of a present or former connection
            between the Administrative Agent or such Lender and the jurisdiction of the
            Governmental Authority imposing such tax or any political subdivision or taxing
            authority thereof or therein (other than any such connection arising solely from the
            Administrative Agent or such Lender having executed, delivered or performed its
            obligations or received a payment under, or enforced, this Agreement or any other Loan
            Document). If any such non-excluded taxes, levies, imposts, duties, charges, fees,
            deductions or


            
             


            
                	
                            
                             

                        	
                            
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            withholdings
            (“Non-Excluded Taxes”)
            or Other Taxes are required to be withheld from any amounts payable to the
            Administrative Agent or any Lender hereunder, the amounts so payable to the
            Administrative Agent or such Lender shall be increased to the extent necessary to yield
            to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and
            Other Taxes) interest or any such other amounts payable hereunder at the rates or in
            the amounts specified in this Agreement, provided, however, that the Co-Borrowers shall
            not be required to increase any such amounts payable to any Lender with respect to any
            Non-Excluded Taxes (i) that are attributable to such Lender’s failure to comply
            with the requirements of paragraph (d) or (e) of this Section or (ii) that are United
            States withholding taxes imposed on amounts payable to such Lender at the time such
            Lender becomes a party to this Agreement, except to the extent that such Lender’s
            assignor (if any) was entitled, at the time of assignment, to receive additional
            amounts from the Co-Borrowers with respect to such Non-Excluded Taxes pursuant to this
            paragraph.


            
            (b) In addition, the Co-Borrowers shall pay any Other
            Taxes to the relevant Governmental Authority in accordance with applicable
            law.


            
            (c) Whenever any Non-Excluded Taxes or Other Taxes are
            payable by the Co-Borrowers, as promptly as possible thereafter the Co-Borrowers shall
            send to the Administrative Agent for their own account or for the account of the
            Administrative Agent or Lender, as the case may be, a certified copy of an original
            official receipt received by the Co-Borrowers showing payment thereof. If the
            Co-Borrowers fail to pay any Non-Excluded Taxes or Other Taxes when due to the
            appropriate taxing authority or fails to remit to the Administrative Agent the required
            receipts or other required documentary evidence, the Co-Borrowers shall indemnify the
            Administrative Agent and the Lenders for any incremental taxes, interest or penalties
            that may become payable by the Administrative Agent or any Lender as a result of any
            such failure.


            
            (d) Each Lender (or Transferee) that is not a
            “U.S. Person” as defined in Section 7701(a)(30) of the Code (a
            “Non-U.S. Lender”) shall
            deliver to the Co-Borrowers and the Administrative Agent (or, in the case of a
            Participant, to the Lender from which the related participation shall have been
            purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN or Form
            W-89ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal
            withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of
            “portfolio interest”, a statement substantially in the form of Exhibit G
            and a Form W-8BEN, or any subsequent versions thereof or successors thereto, properly
            completed and duly executed by such Non-U.S. Lender claiming complete exemption from,
            or a reduced rate of, U.S. federal withholding tax on all payments by the Co-Borrowers
            under this Agreement and the other Loan Documents. Such forms shall be delivered by
            each Non-U.S. Lender on or before the date it becomes a party to this Agreement (or, in
            the case of any Participant, on or before the date such Participant purchases the
            related participation). In addition, each Non-U.S. Lender shall deliver such forms
            promptly upon the obsolescence or invalidity of any form previously delivered by such
            Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify the Co-Borrowers at any
            time it determines that it is no longer in a position to provide any previously
            delivered certificate to the Co-Borrowers (or any other form of certification adopted
            by the U.S. taxing authorities for such purpose). Notwithstanding any other provision
            of this paragraph, a Non-U.S. Lender


            
             


            
                	
                            
                             

                        	
                            
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            shall not be required to deliver any form pursuant to
            this paragraph that such Non-U.S. Lender is not legally able to deliver.


            
            (e) A Lender that is entitled to an exemption from
            or reduction of non-U.S. withholding tax under the law of the jurisdiction in which
            either Co-Borrower is located, or any treaty to which such jurisdiction is a party,
            with respect to payments under this Agreement shall deliver to such Co-Borrower (with a
            copy to the Administrative Agent), at the time or times prescribed by applicable law or
            reasonably requested by such Co-Borrower, such properly completed and executed
            documentation prescribed by applicable law as will permit such payments to be made
            without withholding or at a reduced rate, provided
            that such Lender is legally entitled to complete, execute and deliver
            such documentation and in such Lender’s judgment such completion, execution or
            submission would not materially prejudice the legal position of such
            Lender.


            
            (f) The agreements in this Section shall survive the
            termination of this Agreement and the payment of the Revolving Loans and all other
            amounts payable hereunder.


            
            Section 3.11.
            Indemnity. The
            Co-Borrowers agree to indemnify each Lender and the Administrative Agent and to hold
            each Lender and the Administrative Agent harmless from any loss or expense that such
            Lender may sustain or incur as a consequence of (a) default by the Co-Borrowers in
            making a borrowing of, conversion into or continuation of Eurodollar Loans after the
            Co-Borrowers have given a notice requesting the same in accordance with the provisions
            of this Agreement, (b) default by the Co-Borrowers in making any prepayment of or
            conversion from Eurodollar Loans after the Co-Borrowers have given a notice thereof in
            accordance with the provisions of this Agreement or (c) the making of a prepayment of
            Eurodollar Loans on a day that is not the last day of an Interest Period with respect
            thereto. Such indemnification may include an amount equal to the excess, if any, of (i)
            the amount of interest that would have accrued on the amount so prepaid, or not so
            borrowed, converted or continued, for the period from the date of such prepayment or of
            such failure to borrow, convert or continue to the last day of such Interest Period
            (or, in the case of a failure to borrow, convert or continue, the Interest Period that
            would have commenced on the date of such failure) in each case at the applicable rate
            of interest for such Eurodollar Loans provided for herein (excluding, however, the
            Applicable Margin included therein, if any) over (ii) the amount of interest (as
            reasonably determined by such Lender) that would have accrued to such Lender on such
            amount by placing such amount on deposit for a comparable period with leading banks in
            the interbank eurodollar market. A certificate as to any amounts payable pursuant to
            this Section submitted to the Co-Borrowers by any Lender shall be conclusive in the
            absence of manifest error. This covenant shall survive the termination of this
            Agreement and the payment of the Revolving Loans and all other amounts payable
            hereunder.


            
            Section 3.12.
            Change of Lending
            Office. Each Lender agrees that, upon the occurrence of any
            event giving rise to the operation of Section 3.9 or 3.10(a) with respect to such
            Lender, it will, if requested by the Co-Borrowers, use reasonable efforts (subject to
            overall policy considerations of such Lender) to designate another lending office for
            any Revolving Loans affected by such event with the object of avoiding the consequences
            of such


            
             


            
                	
                            
                             

                        	
                            
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            event; provided, that such designation is made on terms
            that, in the sole judgment of such Lender, cause such Lender and its lending office(s)
            to suffer no economic, legal or regulatory disadvantage, and provided, further, that
            nothing in this Section shall affect or postpone any of the obligations of the
            Co-Borrowers or the rights of any Lender pursuant to Section 3.9 or 3.10(a).


            
            Section 3.13.
            Replacement of Lenders.
            The Co-Borrowers shall be permitted to replace any Lender that (a)
            requests reimbursement for amounts owing pursuant to Section 3.9 or 3.10(a) or (b)
            defaults in its obligation to make Revolving Loans hereunder, with a replacement
            financial institution; provided that (i) such replacement does not conflict with any
            Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at
            the time of such replacement, (iii) prior to any such replacement, such Lender shall
            have taken no action under Section 3.12 so as to eliminate the continued need for
            payment of amounts owing pursuant to Section 3.9 or 3.10(a), (iv) the replacement
            financial institution shall purchase, at par, all Revolving Loans and other amounts
            owing to such replaced Lender on or prior to the date of replacement, (v) the
            Co-Borrowers shall be liable to such replaced Lender under Section 3.11 if any
            Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last
            day of the Interest Period relating thereto, (vi) the replacement financial
            institution, if not already a Lender, shall be reasonably satisfactory to the
            Administrative Agent, (vii) the replaced Lender shall be obligated to make such
            replacement in accordance with the provisions of Section 10.6 (provided that the
            Co-Borrowers shall be obligated to pay the registration and processing fee referred to
            therein), (viii) until such time as such replacement shall be consummated, the
            Co-Borrowers shall pay all additional amounts (if any) required pursuant to Section 3.9
            or 3.10(a), as the case may be, and (ix) any such replacement shall not be deemed
            to be a waiver of any rights that the Co-Borrowers, the Administrative Agent or any
            other Lender shall have against the replaced Lender.


            
            Section 3.14.
            Evidence of Debt


            
            (a) Each Lender shall maintain in accordance with its
            usual practice an account or accounts evidencing indebtedness of the Co-Borrowers to
            such Lender resulting from each Revolving Loan of such Lender from time to time,
            including the amounts of principal and interest payable and paid to such Lender from
            time to time under this Agreement.


            
            (b) The Administrative Agent, on behalf of the
            Co-Borrowers, shall maintain the Register pursuant to Section
            10.6(c), and a subaccount therein for each Lender, in which
            shall be recorded (i) the amount of each Revolving Loan made hereunder and any Note
            evidencing such Revolving Loan, the Type of such Revolving Loan and each Interest
            Period applicable thereto, (ii) the amount of any principal or interest due and payable
            or to become due and payable from the Co-Borrowers to each Lender hereunder and (iii)
            both the amount of any sum received by the Administrative Agent hereunder from the
            Co-Borrowers and each Lender’s share thereof.


            
            (c) The entries made in the Register and the
            accounts of each Lender maintained pursuant to Section
            3.14(a) shall, to the extent permitted by applicable law,
            be


            
             


            
                	
                            
                             

                        	
                            
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            prima
            facie evidence of the existence and amounts
            of the obligations of the Co-Borrowers therein recorded;
            provided,
            however, that the failure of any Lender or
            the Administrative Agent to maintain the Register or any such account, or any error
            therein, shall not in any manner affect the obligation of the Co-Borrowers to repay
            (with applicable interest) the Revolving Loans made to the Co-Borrowers by such Lender
            in accordance with the terms of this Agreement.


            
            (d) The Co-Borrowers agree that, upon the request
            to the Administrative Agent by any Lender, the Co-Borrowers will execute and deliver to
            such Lender a promissory note of the Co-Borrowers evidencing any Revolving Loan of such
            Lender, substantially in the form of Exhibit
            H, with appropriate insertions as to date and principal
            amount.


            
            Section 3.15.
            Illegality.
            Notwithstanding any other provision herein, if the adoption of or any
            change in any Requirement of Law or in the interpretation or application thereof shall
            make it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated by
            this Agreement, (a) the commitment of such Lender hereunder to make Eurodollar Loans,
            continue Eurodollar Loans as such and convert Base Rate Loans to Eurodollar Loans shall
            forthwith be canceled and (b) such Lender’s Revolving Loans then outstanding as
            Eurodollar Loans, if any, shall be converted automatically to Base Rate Loans on the
            respective last days of the then current Interest Periods with respect to such
            Revolving Loans or within such earlier period as required by law. If any such
            conversion of a Eurodollar Loan occurs on a day which is not the last day of the then
            current Interest Period with respect thereto, the Co-Borrowers shall pay to such Lender
            such amounts, if any, as may be required pursuant to Section 3.11.


            
            Section 3.16. Sharing of
            Payments by Lenders. If any Lender shall, by exercising any right of setoff or
            counterclaim or otherwise, obtain payment in respect of any principal of or interest on
            any of the Revolving Loans made by it, or the participations in L/C Obligations held by
            it resulting in such Lender’s receiving payment of a proportion of the aggregate
            amount of such Revolving Loans or participations and accrued interest thereon greater
            than its pro
            rata share thereof as provided herein, then
            the Lender receiving such greater proportion shall (a) notify the Administrative Agent
            of such fact, and (b) purchase (for cash at face value) participations in the Revolving
            Loans and subparticipations in L/C Obligations of the other Lenders, or make such other
            adjustments as shall be equitable, so that the benefit of all such payments shall be
            shared by the Lenders ratably in accordance with the aggregate amount of principal of
            and accrued interest on their respective Revolving Loans and other amounts owing
            them, provided
            that:


            
            (a) if any such participations or subparticipations are
            purchased and all or any portion of the payment giving rise thereto is recovered, such
            participations or subparticipations shall be rescinded and the purchase price restored
            to the extent of such recovery, without interest; and


            
            (b) the provisions of this Section shall not be
            construed to apply to (x) any payment made by the Co-Borrowers pursuant to and in
            accordance with the express terms of this Agreement or (y) any payment obtained by a
            Lender as consideration for the assignment


            
             


            
                	
                            
                             

                        	
                            
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            of or sale of a participation in any of its Revolving
            Loans or subparticipations in L/C Obligations to any assignee or participant, other
            than to the Co-Borrowers or any Subsidiary thereof (as to which the provisions of this
            Section shall apply).


            
            Each Loan Party consents to the foregoing and agrees, to
            the extent it may effectively do so under applicable law, that any Lender acquiring a
            participation pursuant to the foregoing arrangements may exercise against such Loan
            Party rights of setoff and counterclaim with respect to such participation as fully as
            if such Lender were a direct creditor of such Loan Party in the amount of such
            participation.


             


            
            ARTICLE
            4.              
            REPRESENTATIONS AND WARRANTIES


            
            To induce the Administrative Agent and the Lenders to
            enter into this Agreement and to make the Revolving Loans and issue or participate in
            the Letters of Credit, the Company and the Co-Borrowers hereby jointly and severally
            represent and warrant to the Administrative Agent and each Lender that:


            
            Section 4.1.
            Financial Condition.
            The audited consolidated balance sheets of the Company as at December 31, 2002,
            December 31, 2003, December 31, 2004, December 31, 2005 and December 31, 2006 and the
            related consolidated statements of operations and of cash flows for the fiscal years
            ended on such dates, reported on by and accompanied by an unqualified report from
            PricewaterhouseCoopers, present fairly the consolidated financial condition of the
            Company as at such dates, and their respective consolidated results of operations and
            consolidated cash flows for the respective fiscal years then ended. All such financial
            statements, including the related schedules and notes thereto, have been prepared in
            accordance with GAAP applied consistently throughout the periods involved (except as
            approved by the aforementioned firm of accountants and disclosed therein). Except as
            set forth on Schedule 4.1, no Group Member has any material Guarantee Obligations,
            contingent liabilities or liabilities for taxes, or any long-term leases or unusual
            forward or long-term commitments, including any interest rate or foreign currency swap
            or exchange transaction or other obligation in respect of derivatives, that are not
            reflected in the most recent financial statements referred to in this paragraph. Unless
            otherwise disclosed in writing to the Lenders prior to the date hereof, during the
            period from June 30, 2007, to and including the date hereof there has been no
            Disposition by the Company of any material part of its business or
            property.


            
            Section 4.2. No Change; No
            Internal Control Event. Since June 30, 2007 there has been (i) no development or
            event that has had or could reasonably be expected to have a Material Adverse Effect
            and (ii) no Internal Control Event.


            
            Section 4.3.
            Existence; Compliance with
            Law. Each Group Member (a) is duly organized, validly
            existing and in good standing under the laws of the jurisdiction of its organization,
            (b) has the power and authority, and the legal right, to own and operate its
            property, to lease the property it operates as lessee and to conduct the business in
            which it is currently engaged, (c) is duly qualified as a foreign corporation,
            partnership or limited liability company and in good standing under the laws of each
            jurisdiction where its


            
             


            
                	
                            
                             

                        	
                            
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            ownership, lease or operation of property or the conduct
            of its business requires such qualification and (d) is in compliance with all
            Requirements of Law except to the extent that the failure to comply therewith could
            not, in the aggregate, reasonably be expected to have a Material Adverse
            Effect.


            
            Section 4.4.
            Power; Authorization; Enforceable
            Obligations. Each Loan Party has the power and authority, and
            the legal right, to make, deliver and perform the Loan Documents to which it is a party
            and, in the case of the Co-Borrowers, to obtain extensions of credit hereunder. Each
            Loan Party has taken all necessary organizational action to authorize the execution,
            delivery and performance of the Loan Documents to which it is a party and, in the case
            of the Co-Borrowers, to authorize the extensions of credit on the terms and conditions
            of this Agreement. No consent or authorization of, filing with, notice to or other act
            by or in respect of, any Governmental Authority or any other Person is required in
            connection with the transactions contemplated hereby and the extensions of credit
            hereunder or with the execution, delivery, performance, validity or enforceability of
            this Agreement or any of the Loan Documents, except (i) consents, authorizations,
            filings and notices described in Schedule 4.4, which consents, authorizations, filings
            and notices have been obtained or made and are in full force and effect and (ii) the
            filings referred to in Section 4.19. Each Loan Document has been duly executed and
            delivered on behalf of each Loan Party thereto. This Agreement constitutes, and each
            other Loan Document upon execution will constitute, a legal, valid and binding
            obligation of each Loan Party thereto, enforceable against each such Loan Party in
            accordance with its terms, except as enforceability may be limited by applicable
            bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
            enforcement of creditors’ rights generally and by general equitable principles
            (whether enforcement is sought by proceedings in equity or at law).


            
            Section 4.5.
            No Legal Bar. The
            execution, delivery and performance of this Agreement and the other Loan Documents, the
            issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds
            thereof will not violate any Requirement of Law or any Contractual Obligation of the
            Company, the Co-Borrowers or any of their respective Subsidiaries and will not result
            in, or require, the creation or imposition of any Lien on any of their respective
            properties or revenues pursuant to any Requirement of Law or any such Contractual
            Obligation (other than the Liens created by the Security Documents). No Requirement of
            Law or Contractual Obligation applicable to the Company, the Co-Borrowers or any of
            their respective Subsidiaries could reasonably be expected to have a Material Adverse
            Effect.


            
            Section 4.6.
            Litigation. No
            litigation, investigation or proceeding of or before any arbitrator or Governmental
            Authority is pending or, to the knowledge of the Company or the Co-Borrowers,
            threatened by or against the Company, the Co-Borrowers or any of their respective
            Subsidiaries or against any of their respective properties or revenues (a) with respect
            to any of the Loan Documents or any of the transactions contemplated hereby or thereby
            or (b) that, except as set forth on Schedule 4.6, could reasonably be expected to have
            a Material Adverse Effect.


            
            Section 4.7.
            No Default. Neither
            the Company, the Co-Borrowers nor any of their respective Subsidiaries is in default
            under or with respect to any of its Contractual


            
             


            
                	
                            
                             

                        	
                            
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            Obligations in any respect that could reasonably be
            expected to have a Material Adverse Effect. No Default or Event of Default has occurred
            and is continuing.


            
            Section 4.8.
            Ownership of Property;
            Liens. Each Group Member has good and defensible title to all
            of its material properties and assets, free and clear of all Liens other than Liens
            permitted under Section 7.3 and of all impediments to the use of such properties and
            assets in such Group Member’s business, except that no representation or warranty
            is made with respect to any oil, gas or mineral property or interest to which no proved
            oil or gas reserves are properly attributed. Except for Liens permitted under Section
            7.3, each Group Member will respectively own in the aggregate, in all material
            respects, the net interests in production attributable to all material wells and units
            owned by the Group Members. The ownership of such properties shall not in the aggregate
            in any material respect obligate such Group Member to bear the costs and expenses
            relating to the maintenance, development and operations of such properties in an amount
            materially in excess of the working interest of such properties. Each Group Member has
            paid all royalties payable under the oil and gas leases to which it is operator, except
            those contested in accordance with the terms of the applicable joint operating
            agreement or otherwise contested in good faith by appropriate proceedings and with
            respect to which reserves in conformity with GAAP have been provided on the books of
            the Company, the Co-Borrowers or their Subsidiaries, as the case may
            be.


            
            Section 4.9.
            Intellectual
            Property. The Company, the Co-Borrowers and each of their
            respective Subsidiaries owns, or is licensed to use, all Intellectual Property
            necessary for the conduct of its business as currently conducted. No material claim has
            been asserted and is pending by any Person challenging or questioning the use of any
            Intellectual Property or the validity or effectiveness of any Intellectual Property,
            nor does the Company or the Co-Borrowers know of any valid basis for any such claim.
            The use of Intellectual Property by the Company, the Co-Borrowers and their respective
            Subsidiaries does not infringe on the rights of any Person in any material
            respect.


            
            Section 4.10.
            Taxes. Each of the
            Company, the Co-Borrowers and each of their respective Subsidiaries has filed or caused
            to be filed all Federal, state and other material tax returns that are required to be
            filed and has paid all taxes shown to be due and payable on said returns or on any
            assessments made against it or any of its property and all other taxes, fees or other
            charges imposed on it or any of its property by any Governmental Authority (other than
            any the amount or validity of which are currently being contested in good faith by
            appropriate proceedings and with respect to which reserves in conformity with GAAP have
            been provided on the books of the Company, the Co-Borrowers or its Subsidiaries, as the
            case may be); no tax Lien has been filed, and, to the knowledge of the Company and the
            Co-Borrowers, no claim is being asserted, with respect to any such tax, fee or other
            charge.


            
            Section 4.11.
            Federal Regulations.
            No part of the proceeds of any Revolving Loans, and no other extensions of credit
            hereunder, will be used for “buying” or “carrying” any
            “margin stock” within the respective meanings of each of the quoted terms
            under Regulation U as now and from time to time hereafter in effect or for any purpose
            that violates the provisions of the Regulations of the Board. If requested by any
            Lender or the Administrative Agent, the Co-Borrowers will furnish to the Administrative
            Agent and each Lender a


            
             


            
                	
                            
                             

                        	
                            
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            statement to the foregoing effect in conformity with the
            requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in Regulation
            U.


            
            Section 4.12.
            Labor Matters. Except
            as, in the aggregate, could not reasonably be expected to have a Material Adverse
            Effect: (a) there are no strikes or other labor disputes against any Group Member
            pending or, to the knowledge of the Company or the Co-Borrowers, threatened; (b) hours
            worked by and payment made to employees of each Group Member have not been in violation
            of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with
            such matters; and (c) all payments due from any Group Member on account of employee
            health and welfare insurance have been paid or accrued as a liability on the books of
            the relevant Group Member.


            
            Section 4.13.
            ERISA. Neither a
            Reportable Event nor an “accumulated funding deficiency” (within the
            meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during
            the five-year period prior to the date on which this representation is made or deemed
            made with respect to any Plan, and each Plan has complied in all material respects with
            the applicable provisions of ERISA and the Code. No termination of a Single Employer
            Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such
            five-year period. The present value of all accrued benefits under each Single Employer
            Plan (based on those assumptions used to fund such Plans) did not, as of the last
            annual valuation date prior to the date on which this representation is made or deemed
            made, exceed the value of the assets of such Plan allocable to such accrued benefits by
            a material amount. Neither the Company nor any Commonly Controlled Entity has had a
            complete or partial withdrawal from any Multiemployer Plan that has resulted or could
            reasonably be expected to result in a material liability under ERISA, and neither the
            Company nor any Commonly Controlled Entity would become subject to any material
            liability under ERISA if the Company or any such Commonly Controlled Entity were to
            withdraw completely from all Multiemployer Plans as of the valuation date most closely
            preceding the date on which this representation is made or deemed made. No such
            Multiemployer Plan is in Reorganization or Insolvent.


            
            Section 4.14.
            Investment Company Act; Other
            Regulations. No Loan Party is an “investment
            company”, or a company “controlled” by an “investment
            company”, within the meaning of the Investment Company Act of 1940, as amended.
            No Loan Party is subject to regulation under any Requirement of Law (other than
            Regulation X of the Board) that limits its ability to incur
            Indebtedness.


            
            Section 4.15.
            Subsidiaries. Except
            as disclosed to the Administrative Agent by the Co-Borrowers in writing from time to
            time after the Closing Date, (a) Schedule 4.15(a) sets forth the name and jurisdiction
            of incorporation, organization or formation of each Subsidiary and, as to each such
            Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party and
            (b) except as set forth on Schedule 4.15(b), there are no outstanding subscriptions,
            options, warrants, calls, rights or other agreements or commitments (other than stock
            options granted to employees or directors and directors’ qualifying shares) of
            any nature relating to any Capital Stock of the Company or any
            Subsidiary.


            
             


            
                	
                            
                             

                        	
                            
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            Section 4.16. Use of
            Proceeds. The proceeds of the Revolving Loans shall be used
            for general corporate purposes of the Company, the Co-Borrowers and their Subsidiaries.
            The Letters of Credit shall be used for the general corporate purposes of the Company,
            the Co-Borrowers and the Company’s Subsidiaries.


            
            Section 4.17.
            Environmental Matters


            
            (a) The facilities and properties owned, leased or
            operated by any Group Member (the
            “Properties”) do not
            contain, and have not previously contained, any Materials of Environmental Concern in
            amounts or concentrations or under circumstances that constitute or constituted a
            violation of, or have given rise to material liability under, any Environmental
            Law.


            
            (b) No Group Member has received or is aware of
            any material notice of violation, alleged violation, non-compliance, liability or
            potential liability regarding environmental matters or compliance with Environmental
            Laws with regard to any of the Properties or the business operated by any Group Member
            (the “Business”), nor
            does the Company or the Co-Borrowers have knowledge or reason to believe that any such
            notice will be received or is being threatened.


            
            (c) Materials of Environmental Concern have not been
            transported or disposed of from the Properties in violation of, or in a manner or to a
            location that could give rise to liability under, any Environmental Law, nor have any
            Materials of Environmental Concern been generated, treated, stored or disposed of at,
            on or under any of the Properties in violation of, or in a manner that could give rise
            to liability under, any applicable Environmental Law.


            
            (d) Except as set forth on
            Schedule 4.17(d), no judicial proceeding or
            governmental or administrative action is pending or, to the knowledge of the Company
            and the Co-Borrowers, threatened, under any Environmental Law to which any Group Member
            is or will be named as a party with respect to the Properties or the Business, nor are
            there any consent decrees or other decrees, consent orders, administrative orders or
            other orders, or other administrative or judicial requirements outstanding under any
            Environmental Law with respect to the Properties or the Business.


            
            (e) There has been no release or threat of release of
            Materials of Environmental Concern at or from the Properties, or arising from or
            related to the operations of any Group Member in connection with the Properties or
            otherwise in connection with the Business, in violation of or in amounts or in a manner
            that could give rise to material liability under Environmental Laws.


            
            (f) Except as set forth on
            Schedule 4.17(f), the Properties and all
            operations at the Properties are in compliance, and, to the knowledge of the
            Co-Borrowers, have in the last five years been in compliance, in all material respects
            with all applicable Environmental Laws, and there is no contamination at, under or
            about the Properties or violation of any Environmental Law with respect to the
            Properties or the Business.


             


            
                	
                            
                             

                        	
                            
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            (g) No Group Member has assumed any liability of any
            other Person under Environmental Laws, other than as a result of a merger or
            consolidation of such Person into a Group Member or in connection with an asset
            acquisition, and then only with respect to the acquired assets, in each case where the
            transaction did not result in the assumption of any known material
            liabilities.


            
            Section 4.18.
            Accuracy of Information,
            etc. No statement or information contained in this Agreement,
            any other Loan Document or any other document, certificate or statement furnished by or
            on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of them,
            for use in connection with the transactions contemplated by this Agreement or the other
            Loan Documents, contained as of the date such statement, information, document or
            certificate was so furnished, any untrue statement of a material fact or omitted to
            state a material fact necessary to make the statements contained herein or therein not
            misleading. The projections and pro forma financial information contained in the
            materials referenced above are based upon good faith estimates and assumptions believed
            by management of the Company to be reasonable at the time made, it being recognized by
            the Lenders that such financial information as it relates to future events is not to be
            viewed as fact and that actual results during the period or periods covered by such
            financial information may differ from the projected results set forth therein by a
            material amount. There is no fact known to any Loan Party that could reasonably be
            expected to have a Material Adverse Effect that has not been expressly disclosed
            herein, in the other Loan Documents or in any other documents, certificates and
            statements furnished to the Administrative Agent and the Lenders for use in connection
            with the transactions contemplated hereby and by the other Loan
            Documents.


            
            Section 4.19.
            Security Documents.
            Each of the Mortgages is effective to create in favor of the Administrative Agent, for
            the benefit of the Secured Parties, a legal, valid and enforceable Lien on the
            Mortgaged Properties described therein and proceeds thereof, and when the Mortgages (or
            amendments to the relevant Existing Mortgages as contemplated by Section 5.1(i)) are
            filed in the offices specified on Schedule 4.19, each such Mortgage shall
            constitute a fully perfected Lien on, and security interest in, all right, title and
            interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as
            security for the Obligations (as defined in the relevant Mortgage), in each case prior
            and superior in right to any other Person. Each of the Mortgaged Properties qualifies
            as Proved Developed Properties.


            
            Section 4.20.
            Solvency. Each Loan
            Party is, and after giving effect to the incurrence of all Indebtedness and obligations
            being incurred in connection herewith will be, and will continue to be,
            Solvent.


            
            Section 4.21.
            Senior Debt Limit.
            The aggregate amount of Revolving Extensions of Credit outstanding at any time does not
            exceed the Senior Debt Limit at such time.


            
            Section 4.22.
            Subsidiary
            Guarantors. Each Restricted Subsidiary (other than any
            Immaterial Subsidiary) is a Subsidiary Guarantor.


            
             


            
                	
                            
                             

                        	
                            
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            ARTICLE 5.CONDITIONS PRECEDENT


            
            Section 5.1.
            Conditions to Initial Extension of
            Credit. The agreement of each Lender to make the initial
            extension of credit requested to be made by it is subject to the satisfaction of, among
            other things, the following conditions precedent (the date upon which all such
            conditions precedent shall be satisfied, the “Closing
            Date”).


            
            (a) Credit Agreement;
            Guarantee Agreement. The Administrative Agent shall have
            received (i) this Agreement executed and delivered by the Administrative Agent,
            the Company and the Co-Borrowers and each Person listed on
            Schedule 1.1A, and (ii) the Guarantee
            Agreement, executed and delivered by the Company and each Subsidiary
            Guarantor.


            
            (b)
            Approvals. All governmental and third party
            approvals necessary or, in the discretion of the Administrative Agent, advisable in
            connection with the transactions contemplated hereby and the continuing operations of
            the Company and its Subsidiaries shall have been obtained and be in full force and
            effect, and all applicable waiting periods shall have expired without any action being
            taken or threatened by any competent authority which would restrain, prevent or
            otherwise impose adverse conditions on the transactions contemplated
            hereby.


            
            (c) Lien
            Searches. The Administrative Agent shall have received the
            results of a recent lien search in the central filing office (and, to the extent
            requested by the Administrative Agent, the local filing offices) of each of the
            jurisdictions where assets of the Loan Parties are located, and such search shall
            reveal no liens on any of the assets of the Loan Parties except for liens permitted
            by Section 7.3 or discharged on or
            prior to the Closing Date pursuant to documentation satisfactory to the Administrative
            Agent.


            
            (d) Reports;
            Officer’s Certificate. The Company shall have delivered
            to the Administrative Agent, prior to the Closing Date, (i) the Initial Engineering
            Reports and (ii) a certificate of the chief financial officer or the treasurer of
            the Company certifying (A) the calculation of Adjusted Consolidated Net Tangible Assets
            as of June 30, 2007, (B) that the liens securing the Collateral are permitted under the
            Indentures, (C) the calculation of the Senior Debt Limit as of June 30, 2007, and
            (D) the calculation of the Collateral Value (based upon the Initial Engineering Reports
            and deducting the reserves projected to be produced on or prior to the June 30, 2007
            Evaluation Date), which certificate shall attach all reports and appraisals used to
            make such calculations.


            
            (e)
            Fees. The Lenders and the Administrative
            Agent shall have received all fees required to be paid, and all expenses for which
            invoices have been presented (including the reasonable fees and expenses of legal
            counsel), on or before the Closing Date. All such amounts will be paid with proceeds of
            Revolving Loans made on the Closing Date and will be reflected in the funding
            instructions given by the Co-Borrowers to the Administrative Agent on or before the
            Closing Date.


             


            
                	
                            
                             

                        	
                            
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            (f) Closing
            Certificate. The Administrative Agent shall have received a
            certificate of each Loan Party, dated the Closing Date, substantially in the form
            of Exhibit C, with appropriate
            insertions and attachments.


            
            (g) Legal
            Opinions. The Administrative Agent shall have received the
            following executed legal opinions:


            
            (i) the legal opinion of Commercial Law Group, P.C.,
            counsel to the Company and its Subsidiaries, substantially in the form of Exhibit F;
            and


            
            (ii) the legal opinion of Thompson & Knight and such
            other special and local counsel as may be required by the Administrative
            Agent.


            
            Each such legal opinion shall cover such other matters
            incident to the transactions contemplated by this Agreement as the Administrative Agent
            may reasonably require.


             


            
            (h) Filings,
            Registrations and Recordings. Each document (including any
            Uniform Commercial Code financing statement) required by the Security Documents or
            under law or reasonably requested by the Administrative Agent to be filed, registered
            or recorded in order to create in favor of the Administrative Agent, for the benefit of
            the Lenders, a perfected Lien on the Collateral described therein, prior and superior
            in right to any other Person (other than with respect to Liens expressly permitted
            by Section 7.3), shall be in proper
            form for filing, registration or recordation.


            
                	
                            
                             

                        	
                            
                            (i)

                        	
                            
                            Mortgages,
                            etc.

                        


            


            
            (i) The Administrative Agent shall have received a
            Mortgage (together with any other documents requested to be delivered thereunder) to be
            filed in each county in which the Mortgaged Properties are located or satisfactory
            amendments to each Existing Mortgage, executed and delivered by a duly authorized
            officer of each party thereto. The aggregate Collateral Value of such Mortgaged
            Properties as of the Closing Date shall be sufficient to cause the Collateral Coverage
            Ratio to be at least 1.5 to 1.0 on the Closing Date. Upon receipt of the Mortgages, the
            Administrative Agent will be responsible for, and arrange for, the recording
            thereof.


            
            (ii) If requested by the Administrative Agent, the
            Administrative Agent shall have received (A) copies of all material contracts relating
            to the Mortgaged Properties and (B) copies of satisfactory legal opinions as to title
            to the Mortgaged Properties representing not more than 50% of the Collateral
            Value.       


            
            (j) Solvency
            Certificate. Each of the Lenders shall have received and
            shall be satisfied with a solvency certificate of a Responsible Officer of the Company
            which shall document the solvency of the Company and its subsidiaries after giving
            effect to the transactions contemplated hereby.


            
            (k)
            Insurance. The Administrative Agent shall
            have received insurance certificates satisfying the requirements of this
            Agreement.           


            
             


            
                	
                            
                             

                        	
                            
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            Section 5.2. Conditions
            to Each Extension of Credit. The agreement of each Lender,
            the Swing Line Lender and each Issuing Lender if applicable to make any extension of
            credit requested to be made by it on any date (including its initial extension of
            credit) is subject to the satisfaction of the following conditions
            precedent:


            
            (a) Representations and
            Warranties. Each of the representations and warranties made
            by any Loan Party in or pursuant to the Loan Documents shall be true and correct on and
            as of such date as if made on and as of such date.


            
            (b) No
            Default. No Default or Event of Default shall have occurred
            and be continuing on such date or after giving effect to the extensions of credit
            requested to be made on such date.


            
            (c) Senior Debt
            Limit. The Total Revolving Extensions of Credit do not exceed
            the Senior Debt Limit after giving effect to the extensions of credit requested to be
            made on such date.


            
            Each borrowing by and issuance of a Letter of
            Credit on behalf of the Co-Borrowers hereunder shall constitute a representation and
            warranty by the Co-Borrowers as of the date of such extension of credit that the
            conditions contained in this Section 5.2
            have been satisfied.


            
            ARTICLE
            6.              
            AFFIRMATIVE COVENANTS


            
            The Company and the Co-Borrowers hereby jointly and
            severally agree that, so long as the Revolving Commitments remain in effect, any Letter
            of Credit remains outstanding or any Revolving Loan or other amount is owing to any
            Lender or Administrative Agent hereunder, each of the Company and the Co-Borrowers
            shall and shall cause each Group Member to:


            
            Section 6.1.
            Financial Statements.
            Furnish to the Administrative Agent and each Lender:


            
            (a) as soon as available, but in any event within
            95 days after the end of each fiscal year of the Company beginning with the fiscal
            year ended December 31, 2007, (i) a copy of the audited consolidated balance sheet of
            the Company and its consolidated Subsidiaries which are Group Members as at the end of
            such year and the related audited consolidated statements of operations and cash flows
            for such year, setting forth in each case in comparative form the figures for the
            previous year, reported on without a “going concern” or like qualification
            or exception, or qualification arising out of the scope of the audit, by a Registered
            Public Accounting Firm selected by the Company and acceptable to the Administrative
            Agent, (ii) to the extent that there are any Unrestricted Subsidiaries at such fiscal
            year end, the unaudited consolidating balance sheets of the Company and its
            consolidated Subsidiaries as at the end of such fiscal year and the related unaudited
            consolidating statements of operations and cash flows for such year setting forth in
            each case in comparative form the figures for the previous year certified by a
            Responsible Officer as being fairly stated in all material respects, and (iii) an
            attestation report of such Registered Public Accounting Firm as to the Company’s
            internal controls pursuant to Section 404 of Sarbanes-Oxley; and


             


            
                	
                            
                             

                        	
                            
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            (b) as soon as available, but in any event not later
            than 50 days after the end of each of the first three quarterly periods of each fiscal
            year of the Company, the unaudited consolidated balance sheet of the Company and its
            consolidated Subsidiaries which are Group Members and, to the extent there are any
            Unrestricted Subsidiaries at such fiscal year end, consolidating balance sheet of the
            Company and its consolidated Subsidiaries as at the end of such quarter and the related
            unaudited consolidated (with respect to the Company and its Subsidiaries which are
            Group Members) and to the extent there are any Unrestricted Subsidiaries at such fiscal
            year end, consolidating statements of operations and cash flows for such quarter and
            the portion of the fiscal year through the end of such quarter, setting forth in each
            case in comparative form the figures for the previous year, certified by a Responsible
            Officer as being fairly stated in all material respects (subject to normal year-end
            audit adjustments).


            
            All such financial statements shall be complete and
            correct in all material respects and shall be prepared in reasonable detail and in
            accordance with GAAP applied consistently throughout the periods reflected therein and
            with prior periods (except as approved by such accountants or officer, as the case may
            be, and disclosed therein) and applicable Securities Laws.


            
            Section 6.2.
            Certificates; Other
            Information. Furnish to the Administrative Agent who will
            forward to each Lender (or, in the case of clause (f), to the relevant
            Lender):


            
            (a) concurrently with the delivery of the
            financial statements referred to in Section
            6.1(a), a certificate of the independent certified public
            accountants reporting on such financial statements stating that in making the
            examination necessary therefore no knowledge was obtained of any Default or Event of
            Default, except as specified in such certificate;


            
            (b) concurrently with the delivery of any
            financial statements pursuant to Section
            6.1, (i) a certificate of a Responsible Officer of the
            Company and the Co-Borrowers stating that, to the best of such Responsible
            Officer’s knowledge, each Loan Party during such period has observed or performed
            all of its covenants and other agreements, and satisfied every condition, contained in
            this Agreement and the other Loan Documents to which it is a party to be observed,
            performed or satisfied by it, and that such Responsible Officer has obtained no
            knowledge of any Default or Event of Default except as specified in such certificate
            and (ii) in the case of quarterly or annual financial statements, a Compliance
            Certificate (A) containing all information and calculations necessary for
            determining compliance by each Group Member with the provisions of this Agreement
            (including, without limitation, Section
            7.1) referred to therein as of the last day of the fiscal
            quarter or fiscal year of the Company, as the case may be, and, if applicable, for
            determining the Applicable Margins and Commitment Fee Rate, (B) certifying the
            calculation of the Senior Debt Limit as of the last day of the fiscal quarter or fiscal
            year of the Company, as the case may be, and (C) certifying the value of the oil
            and gas properties of the Company and its Subsidiaries over which a Lien has been
            created pursuant to Section 7.3(j)
            and such certificate shall set forth such calculation based on the
            applicable Engineering Reports delivered pursuant to Section
            6.2(d) and the average of the applicable price assumptions
            and the current risk adjusted values for Other Proved Reserves used by the
            Administrative Agent in the most recent determination of the Collateral Value pursuant
            to Section 2.14;


             


            
                	
                            
                             

                        	
                            
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            (c) concurrently with the delivery of any
            financial statements pursuant to Section
            6.1, a detailed consolidated budget for the following fiscal
            year (including a projected consolidated balance sheet of the Company and its
            Subsidiaries which are Group Members as of the end of the following fiscal year, the
            related consolidated statements of projected cash flow, projected changes in financial
            position and projected income)(collectively, the
            “Projections”), which
            Projections shall in each case be accompanied by a certificate of a Responsible Officer
            stating that such Projections are based on reasonable estimates, information and
            assumptions and that such Responsible Officer has no reason to believe that such
            Projections are incorrect or misleading in any material respect;


            
            (d) within (i) 120 days following each Evaluation
            Date occurring on December 31 and (ii) 75 days following each other Evaluation Date,
            one or more engineering reports, prepared by the Company’s engineers and
            certified by a Responsible Officer as to the accuracy and completeness thereof (each, a
            “Company Report”) or, in
            the case of each Evaluation Date occurring on December 31, prepared with respect to not
            less than 70% of the reserve volume of the Company and its Subsidiaries (but in any
            event, not less than 85% of the reserve volume used in the determination of the
            Collateral Value with respect to such Evaluation Date) by independent petroleum
            engineers chosen by the Company and acceptable to the Majority Lenders (each such
            report, an “Independent
            Report”, the Independent Reports collectively with the
            Company Reports, the “Engineering
            Reports”) together with all other information, reports
            and data which the Administrative Agent have requested in connection therewith, which
            shall set forth for each oil and gas property or interest of the Company and its
            Subsidiaries the separate categories of Proved Developed Producing reserves, Proved
            Developed Non Producing reserves, Proved Developed Behind Pipe reserves, Proved
            Developed Shut-in reserves, and Proved Undeveloped reserves attributable to such
            properties together with a projection of the rate of production with respect thereto as
            of the date that is (A) with respect to any Evaluation Date that is December 31 and
            June 30, such Evaluation Date and (B) with respect to any other Evaluation Date, the
            last day of the fiscal quarter immediately preceding such Evaluation Date for which the
            Engineering Reports so required may be reasonably prepared, which report(s), in any
            case, shall distinguish (or shall be delivered together with a certificate from an
            appropriate officer of the Co-Borrowers which distinguishes) those properties treated
            in the report which are Collateral, from those properties treated in the report which
            are not Collateral. Each Engineering Report shall be satisfactory to the Administrative
            Agent and, without limitation, shall (i) contain sufficient information to enable the
            Co-Borrowers to meet the reporting requirements concerning oil and gas reserves
            contained in Regulations S-K and S-X promulgated by the SEC and to ascertain projected
            future production attributable to the portion of the reserves of the Mortgaged
            Properties categorized as “Producing”, “Proved Developed
            Producing”, “Proved Developed Non Producing”, “Proved Developed
            Behind Pipe”, “Proved Developed Shut-in”, other “Proved
            Developed Non Producing” and “Proved Undeveloped”, (ii) take into
            account any “over-produced” status under gas balancing arrangements, and
            (iii) contain information and analysis comparable in scope to that contained in the
            Initial Engineering Reports. Accompanying each Engineering Report, the Co-Borrowers
            shall deliver a report reflecting the occurrence of the following events since the date
            of the most recent Engineering Report: (i) all property sales and pending property
            sales identifying the property and sale price therefor, (ii) all property purchases and
            pending property purchases (unless such disclosure will in the reasonable judgment of
            counsel to the


            
             


            
                	
                            
                             

                        	
                            
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            Co-Borrowers violate a confidentiality agreement)
            identifying the property and the purchase price therefor, and (iii) changes in the
            categories of proved developed and proved undeveloped reserves attributable to each oil
            and gas property or interest of the Company and its Subsidiaries;


            
            (e) concurrently with the delivery of the budgets
            and projections referred to in Section
            6.2(c), a report of the Budget Basis Projected Production on
            a month by month basis for each of the next 36 months, together with such supporting
            detail as Administrative Agent may request, which report shall in each case be
            accompanied by a certificate of a Responsible Officer stating that such Budget Basis
            Projected Production is based on reasonable estimates, information and assumptions and
            that such Responsible Officer has no reason to believe that such Budget Basis Projected
            Production is incorrect or misleading in any material respect; and


            
            (f) promptly, such additional financial and other
            information as any Lender may from time to time reasonably request.


            
            The Company and the Co-Borrowers hereby
            acknowledge that (a) the Administrative Agent will make available to the Lenders, the
            Swing Line Lender and the Issuing Lenders materials and/or information provided by or
            on behalf of the Company and the Co-Borrowers hereunder (collectively,
            “Borrower Materials”) by
            posting the Borrower Materials on IntraLinks or another similar electronic system (the
            “Platform”) and (b)
            certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do
            not wish to receive material non-public information with respect to the Company or the
            Co-Borrowers or their securities) (each, a “Public
            Lender”). The Company and the Co-Borrowers hereby agree
            that so long as the Company is the issuer of any outstanding debt or equity securities
            that are registered or issued pursuant to a private offering or is actively
            contemplating issuing any such securities (w) all Borrower Materials that are to be
            made available to Public Lenders shall be clearly and conspicuously marked
            “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC”
            shall appear prominently on the first page thereof; (x) by marking Borrower Materials
            “PUBLIC,” the Company and the Co-Borrowers shall be deemed to have
            authorized the Administrative Agent, the Swing Line Lender, the Issuing Lenders and the
            Lenders to treat such Borrower Materials as not containing any material non-public
            information with respect to the Company or its securities for purposes of United States
            Federal and state securities laws
            (provided,
            however, that to the extent such Borrower
            Materials constitute Information, they shall be treated as set forth in
            Section 10.15); (y) all Borrower Materials
            marked “PUBLIC” are permitted to be made available through a portion of the
            Platform designated “Public Investor;” and (z) the Administrative Agent
            shall be entitled to treat any Borrower Materials that are not marked
            “PUBLIC” as being suitable only for posting on a portion of the Platform
            not designated “Public Investor.” Notwithstanding the foregoing, the
            Company and the Co-Borrowers shall be under no obligation to mark any Borrower
            Materials “PUBLIC.”


            
            Section 6.3. Payment of
            Obligations. Pay, discharge or otherwise satisfy at or before maturity or before they
            become delinquent, as the case may be, all its material obligations of whatever nature,
            except where the amount or validity thereof is currently being contested in good faith
            by appropriate proceedings and reserves in conformity with GAAP with respect thereto
            have been provided on the books of the relevant Group Member.


            
             


            
                	
                            
                             

                        	
                            
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            Section 6.4. Maintenance of Existence;
            Compliance. (a) (i) Preserve, renew and keep in full force and effect its existence
            and (ii) take all reasonable action to maintain all rights, privileges and franchises
            necessary or desirable in the normal conduct of its business, except, in each case, as
            otherwise permitted by Section 7.4
            and except, in the case of clause (ii) above, to the extent that failure
            to do so could not reasonably be expected to have a Material Adverse Effect; and (b)
            comply with all Contractual Obligations and Requirements of Law except to the extent
            that failure to comply therewith could not, in the aggregate, reasonably be expected to
            have a Material Adverse Effect.


            
            Section 6.5.
            Maintenance of Property;
            Insurance


            
            (a) (i) Do or cause to be done all things reasonably
            necessary to preserve and keep in good repair, working order and efficiency (ordinary
            wear and tear excepted) all of the properties owned by each Group Member, including
            without limitation, all equipment, machinery and facilities, and (ii) make all the
            reasonably necessary repairs, renewals and replacements so that at all times the state
            and condition of the properties owned by each Group Member will be fully preserved and
            maintained, except to the extent a portion of such properties are oil and gas
            properties no longer capable of producing hydrocarbons in economically reasonable
            amounts.


            
            (b) Promptly pay and discharge or cause to be paid and
            discharged all delay rentals, royalties, expenses and indebtedness accruing under, and
            perform or cause to be performed each and every act, matter or thing required by, each
            and all of the assignments, deeds, leases, sub-leases, contracts and agreements
            affecting its interests in its properties and will do all other things necessary to
            keep unimpaired each Group Member’s rights with respect thereto and prevent any
            forfeiture thereof or a default thereunder, except to the extent a portion of oil and
            gas properties is no longer capable of producing hydrocarbons in economically
            reasonable amounts.


            
            (c) Operate its properties or cause or use commercially
            reasonable efforts to cause such properties to be operated in a careful and efficient
            manner in accordance with the practices of the industry and in compliance with all
            applicable contracts and agreements and in compliance in all material respects with all
            laws.


            
            (d) Maintain with financially sound and reputable
            insurance companies insurance on all its property in at least such amounts and against
            at least such risks (but including in any event general liability) as are usually
            insured against in the same general area by companies engaged in the same or a similar
            business and in any case no less comprehensive in scope than that maintained by the
            Company and its Subsidiaries as of the Closing Date.


            
            Section 6.6. Inspection of
            Property; Books and Records; Discussions. Keep proper books of records and account in
            which full, true and correct entries in conformity with GAAP and all Requirements of
            Law shall be made of all dealings and transactions in relation to its business and
            activities and permit representatives of any Lender (coordinated through the
            Administrative Agent) to visit and inspect any of its properties and examine and make
            abstracts from any of its books and records at any reasonable time and as often as
            may


            
             

            

            

            

            
                	
                            
                             

                        	
                            
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            reasonably be desired and to discuss the business,
            operations, properties and financial and other condition of the Group Members with
            officers and employees of the Group Members and with their independent certified public
            accountants.


            
            Section 6.7. Notices. Promptly
            give notice to the Administrative Agent and each Lender of:


            
                	
                            
                             

                        	
                            
                            (a)

                        	
                            
                            the occurrence of any Default or Event
                            of Default;

                        


            


            
            (b) any (i) default or event of default under any
            Contractual Obligation of any Group Member or (ii) litigation, investigation or
            proceeding that may exist at any time between any Group Member and any Governmental
            Authority, that in either case, if not cured or if adversely determined, as the case
            may be, could reasonably be expected to have a Material Adverse Effect;


            
            (c) any litigation or proceeding affecting any Group
            Member (i) in which the amount involved is $75,000,000 or more and not covered by
            insurance, (ii) in which injunctive or similar relief is sought which, if granted,
            could reasonably be expected to have a Material Adverse Effect or (iii) which relates
            to any Loan Document;


            
            (d) the following events, as soon as possible and in any
            event within 30 days after either Co-Borrower knows or has reason to know thereof: (i)
            the occurrence of any Reportable Event with respect to any Plan, a failure to make any
            required contribution to a Plan, the creation of any Lien in favor of the PBGC or a
            Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any
            Multiemployer Plan or (ii) the institution of proceedings or the taking of any other
            action by the PBGC or either Co-Borrower or any Commonly Controlled Entity or any
            Multiemployer Plan with respect to the withdrawal from, or the termination,
            Reorganization or Insolvency of, any Plan;


            
            (e) any development or event that has had or could
            reasonably be expected to have a Material Adverse Effect; and


            
                	
                            
                             

                        	
                            
                            (f)

                        	
                            
                            the occurrence of any Internal Control
                            Event.

                        


            


            
            Each notice pursuant to this
            Section 6.7 shall be accompanied by a
            statement of a Responsible Officer setting forth details of the occurrence referred to
            therein and stating what action the Company, the relevant Co-Borrower or the relevant
            Group Member proposes to take with respect thereto.


            
            Section 6.8.
            Environmental Laws


            
            (a) Comply in all material respects with, and ensure
            compliance in all material respects by all tenants and subtenants, if any, with, all
            applicable Environmental Laws, and obtain and comply in all material respects with and
            maintain, and ensure that all tenants and subtenants obtain and comply in all material
            respects with and maintain, any and all licenses, approvals, notifications,
            registrations or permits required by applicable Environmental Laws as well as all
            contractual obligations and agreements with respect to environmental remediation or
            other environmental matters.


             


            
                	
                            
                             

                        	
                            
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            (b) Conduct and complete all investigations, studies,
            sampling and testing, and all remedial, removal and other actions required under
            Environmental Laws and promptly comply in all material respects with all lawful orders
            and directives of all Governmental Authorities regarding Environmental Laws.


            
            (c) Promptly furnish to the Administrative Agent all
            written notices of violation, orders, claims, citations, complaints, penalty
            assessments, suits or other proceedings received by any Group Member, or of which it
            has notice, pending or threatened against any Group Member, by any governmental
            authority with respect to any alleged violation of or non-compliance in any material
            respect with any Environmental Laws or any permits, licenses or authorizations in
            connection with its ownership or use of its properties or the operation of its
            business.


            
            (d) Promptly furnish to the Administrative Agent all
            requests for information, notices of claim, demand letters, and other notifications,
            received by any Group Member in connection with its ownership or use of its properties
            or the conduct of its business, relating to potential responsibility which could if
            adversely determined result in fines or liability of a material amount with respect to
            any investigation or clean-up of hazardous material at any location.


            
            Section 6.9.
            Collateral Coverage and
            Guarantees


            
            (a) Prior to the Collateral Release Date, maintain
            a Collateral Coverage Ratio at all times of at least 1.5 to 1.0 in accordance with the
            provisions set forth in Section
            3.2(a).


            
            (b) Subject to Section
            10.14(b), with respect to any new domestic Subsidiary created
            or acquired after the Closing Date by any Group Member that is neither an Immaterial
            Subsidiary nor an Unrestricted Subsidiary and with respect to any existing domestic
            Subsidiary that ceases to be an Immaterial Subsidiary or that ceases to be an
            Unrestricted Subsidiary, promptly (i) cause such domestic Subsidiary (A) to become
            a party to the Guarantee Agreement and (B) to deliver to the Administrative Agent a
            certificate of such Subsidiary, substantially in the form of
            Exhibit C, with appropriate insertions and
            attachments, and (ii) if requested by the Administrative Agent, deliver to the
            Administrative Agent legal opinions relating to the matters described above, which
            opinions shall be in form and substance, and from counsel, reasonably satisfactory to
            the Administrative Agent.


            
            Section 6.10.
            Further Assurances.
            From time to time prior to the Collateral Release Date, execute and deliver, or cause
            to be executed and delivered, such additional mortgages, deeds of trust, chattel
            mortgages, security agreements, financing statements, reports (including reports of the
            type described in Section 6.2(d)), instruments, legal opinions, certificates or
            documents (including, without limitation, documents of the type described in Section
            5.1(i)), all in form and substance satisfactory to the Administrative Agent, and take
            all such actions as may be requested hereunder (including, without limitation, in order
            to comply with Section 6.9) or as the Administrative Agent may reasonably request for
            the purposes of implementing or effectuating the provisions of this Agreement and the
            other Loan Documents (including, without limitation, Section 6.9), or of more fully
            perfecting or renewing the rights of the Administrative Agent and the Lenders with
            respect to the


            
             


            
                	
                            
                             

                        	
                            
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            Collateral (or with respect to any additions thereto or
            replacements or proceeds thereof or with respect to any other property or assets
            hereafter acquired by the Co-Borrowers or any Group Member which may be deemed to be
            part of the Collateral) pursuant hereto or thereto. Without limiting any of the
            forgoing, within 45 days following the Closing Date, the Company and the Co-Borrowers
            will permit a review of title by counsel or other Person designated by the
            Administrative Agent with respect to the title of the applicable Loan Parties to any
            property in which a Lien is granted under the Mortgages, such title review to be
            satisfactory to the Administrative Agent in its sole discretion. Upon the exercise by
            the Administrative Agent or any Lender of any power, right, privilege or remedy
            pursuant to this Agreement or the other Loan Documents which requires any consent,
            approval, recording qualification or authorization of any Governmental Authority, the
            Company and the Co-Borrowers will execute and deliver, or will cause the execution and
            delivery of, all applications, certifications, instruments and other documents and
            papers that the Administrative Agent or such Lenders may be required to obtain from the
            Company, the Co-Borrowers or any of their respective Subsidiaries for such governmental
            consent, approval, recording, qualification or authorization.


            
            ARTICLE
            7.              
            NEGATIVE COVENANTS


            
            The Company and the Co-Borrowers hereby jointly and
            severally agree that, so long as the Revolving Commitments remain in effect, any Letter
            of Credit remains outstanding or any Revolving Loan or other amount is owing to any
            Lender or Administrative Agent hereunder, each of the Company and the Co-Borrowers
            shall not, and shall not permit any Group Member to, directly or indirectly:


            
            Section 7.1.
            Financial Condition
            Covenants


            
            (a) Consolidated
            Indebtedness to Total Capitalization Ratio. Permit the ratio
            of (i) Consolidated Indebtedness to (ii) Consolidated Total Capitalization at any time
            (x) prior to the Collateral Release Date, to be greater than 0.70 to 1.0 or (y) after
            the Collateral Release Date, to be greater than 0.65 to 1.0. The portion of any
            reduction in Consolidated Total Capitalization that results from non-cash write downs
            of assets related to (i) statements of accounting standards related to ceiling test
            write downs or (ii) changes in accounting practices (whether or not required under
            GAAP), shall not be effective for purposes of this Section
            7.1(a) until 60 days after such non-cash write down is
            reflected on financial statements delivered pursuant to
            Section 6.1(a) or
            (b).


            
            (b) Consolidated
            Indebtedness to Consolidated EBITDA Ratio. Permit the ratio
            of (i) Consolidated Indebtedness to (ii) Consolidated EBITDA for the period of four
            consecutive fiscal quarters of the Company then most recently ended to be greater than
            3.75 to 1.0.


            
            (c) Present Value to
            Consolidated Indebtedness Ratio. At all times while
            availability under this Agreement is not then being governed by a Borrowing Base as
            provided in Section 2.14(a), except
            during any period when ratings for the Index Debt shall be equal to or more favorable
            than BBB- by S&P and shall be equal to or more favorable


            
             


            
                	
                            
                             

                        	
                            
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            than Baa3 by Moody’s permit the ratio of (i) PV to
            (ii) Consolidated Indebtedness to be less than 1.33 to 1.0.


            
            Section 7.2.
            Indebtedness. Create,
            issue, incur, assume, become liable in respect of or suffer to exist any Indebtedness,
            except:


            
                	
                            
                             

                        	
                            
                            (a)

                        	
                            
                            Indebtedness of any Loan Party pursuant
                            to any Loan Document;

                        


            


            
            (b) Indebtedness (i) of either Co-Borrowers to the
            Company or to any Group Member, (ii) of the Company or any Subsidiary Guarantor to
            either Co-Borrower (except in the event that there has been an acceleration of the
            maturity of any Obligation) or to any other Group Member, (iii) of any Group Member
            (other than a Co-Borrower or a Subsidiary Guarantor) to any Group Member (other than a
            Co-Borrower or a Subsidiary Guarantor), (iv) subject to
            Section 7.7, of any Subsidiary (other than
            a Co-Borrower or a Subsidiary Guarantor) to a Co-Borrower or any Subsidiary Guarantor,
            and (v) of either Co-Borrower to the other Co-Borrower;


            
            (c) Guarantee Obligations incurred in the ordinary
            course of business by a Co-Borrower and the Company or any Subsidiary Guarantor of
            obligations of a Co-Borrower, the Company, any Subsidiary Guarantor and, subject
            to Section 7.7, of any Subsidiary
            (other than a Co-Borrower or a Subsidiary Guarantor);


            
            (d) Indebtedness outstanding on the date hereof
            and listed on Schedule 7.2(d) and
            any refinancings, refundings, renewals or extensions thereof (without increasing, or
            shortening the maturity of, the principal amount thereof);


            
            (e) Indebtedness (including, without limitation,
            Capital Lease Obligations) secured by Liens permitted by
            Section 7.3(g) in an aggregate principal
            amount not to exceed $500,000,000 at any one time outstanding;


            
                	
                            
                             

                        	
                            
                            (f)

                        	
                            
                            Indebtedness under the Indentures as of
                            the Closing Date;

                        


            


            
            (g) Hedge Agreements entered into with the purpose
            and effect of hedging price or basis risk on oil or gas expected to be produced by
            Group Members; provided that at all
            times such Hedge Agreements: (i) hedge or mitigate risks to which any Group Member has
            actual or projected exposure, (ii) are permitted under the risk management
            policies approved by the Company’s Board of Directors from time to time, and
            (iii) do not subject the Group Members to material speculative risk;


            
            (h) Hedge Agreements entered into by a Group
            Member with the purpose and effect of fixing interest rates on a principal amount of
            Indebtedness of such Group Member that is accruing interest at a variable rate
            provided that the aggregate notional amount
            of such contracts never exceeds 85% of the anticipated outstanding principal balance of
            the Indebtedness to be hedged by such contracts or an average of such principal
            balances calculated using a generally accepted method of matching interest swap
            contracts to declining principal balances, and the floating rate index of each such
            contract generally matches the index used to determine the floating rates of interest
            on the corresponding indebtedness to be hedged by such contract; and the fixed rate
            index of each such contract


            
             


            
                	
                            
                             

                        	
                            
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            generally matches the interest on the
            corresponding obligation to be hedged by such contract;
            provided further that each such contract is
            with a counterparty or has a guarantor of the obligation of the counterparty who
            (unless such counterparty is a Lender or one of its Affiliates) is a nationally
            recognized, well-capitalized hedging counterparty;


            
            (i) liabilities with respect to accrued revenues and
            royalties due to others during the period the payment thereof has been properly
            suspended in accordance with applicable agreements and applicable law;


            
            (j) Hedging Agreements entered into by the Company
            with the purpose and effect of contracting for variable interest rates on a principal
            amount of Indebtedness of the Company (which, for purposes of this subsection only,
            shall include the liquidation preference on preferred stock of the Company) that is
            accruing interest or dividends at a fixed rate, provided that (1) the ratio of fixed
            rate Indebtedness of the Company to total Indebtedness of the Company (excluding
            Indebtedness outstanding under this Agreement) remains at least fifty percent (50%),
            and (2) each such contract is with a counterparty or has a guarantor of the obligation
            of the counterparty who (unless such counterparty is a Lender or one of its Affiliates)
            is a nationally recognized well capitalized hedging counterparty or is an investment
            grade industry participant; plus the Guarantee Obligations of one or more of the Group
            Members of the obligations of the Company permitted to be incurred under this
            Section 7.2(j);


            
            (k) additional Indebtedness of the Company or any
            other Group Member in an aggregate principal amount (for the Company and all Group
            Members) not to exceed $500,000,000 at any one time outstanding,
            plus, the lesser of (i) for a period
            limited to 90 days after an acquisition, the amount of indebtedness secured by Liens
            upon any property so acquired or owing by the Person so acquired and existing at the
            time of such acquisition and not incurred in contemplation thereof, and, after the end
            of such 90 day period, zero, and (ii) $200,000,000;


            
            (l) Indebtedness evidenced by senior or
            subordinated notes issued by the Company, and Guarantee Obligations thereof by the
            Co-Borrowers and the Subsidiary Guarantors existing on the date hereof and any other
            Indebtedness evidenced by senior or subordinated notes issued by the Company, and
            Guarantee Obligations thereof by the Co-Borrowers and the Subsidiary Guarantors;
            provided that (i) such Indebtedness is
            unsecured, (ii) no principal amount of such Indebtedness issued after the date hereof
            matures earlier than two (2) years after the Revolving Termination Date other than in
            respect of Permitted Contingent Conversion Rights, (iii) at the time of such issuance
            and after giving effect thereto, no Default or Event of Default shall exist or would
            occur, (iv) such Indebtedness is governed by an agreement where none of the covenants
            and events of default are more restrictive on the Company and its Subsidiaries than the
            covenants and events of default of the Company’s most restrictive Indenture, (v)
            at the time of such issuance and after giving effect thereto, (a) if rated by both such
            Rating Agencies, each of Moody’s and S&P maintains its rating applicable to
            the Index Debt equal to or more favorable than its rating of such debt in effect on the
            Closing Date and equal to or more favorable than its most favorable rating of such debt
            during the 180 days preceding the issuance of such notes, (b) if only one of
            Moody’s or S&P provides a rating, that agency maintains its rating applicable
            to


            
             


            
                	
                            
                             

                        	
                            
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            the Index Debt equal to or more favorable than its
            rating of such debt in effect on the Closing Date and equal to or more favorable than
            its most favorable rating of such debt during the 180 days preceding the issuance of
            such notes and (vi) the Company shall have delivered to the Administrative Agent a
            certificate in reasonable detail reflecting compliance with each of the forgoing
            requirements of this Section 7.2(l),
            including calculations with supporting detail regarding the financial condition
            covenants under Section 7.1 of this
            Agreement, together with such other evidence of compliance with the forgoing
            requirements of this Section 7.2(l)
            as the Administrative Agent may reasonably request;


            
            (m) The Permitted Securitization (and any performance
            guaranty given by the Company in connection with the Permitted Securitization provided
            such performance guaranty applies only to the servicer’s or originator’s
            obligations thereunder); and


            
                	
                            
                             

                        	
                            
                            (n)

                        	
                            
                            Real Estate Secured
                            Indebtedness.

                        


            


            
            Section 7.3.
            Liens. Create, incur,
            assume or suffer to exist any Lien upon any of its property, whether now owned or
            hereafter acquired, except for:


            
            (a) Liens for taxes not yet due or that are being
            contested in good faith by appropriate proceedings,
            provided that adequate reserves with
            respect thereto are maintained on the books of the Company or any other Group Member,
            as the case may be, in conformity with GAAP;


            
            (b) carriers’, warehousemen’s,
            mechanics’, materialmen’s, repairmen’s or other like Liens arising in
            the ordinary course of business that are not overdue for a period of more than 30 days
            or that are being contested in good faith by appropriate proceedings;


            
            (c) pledges or deposits in connection with
            workers’ compensation, unemployment insurance and other social security
            legislation;


            
            (d) deposits to secure the performance of bids, trade
            contracts (other than for borrowed money), leases, statutory obligations, surety and
            appeal bonds, performance bonds and other obligations of a like nature incurred in the
            ordinary course of business;


            
            (e) easements, rights-of-way, restrictions and other
            similar encumbrances incurred in the ordinary course of business that, in the
            aggregate, are not substantial in amount and that do not in any case materially detract
            from the value of the property subject thereto or materially interfere with the
            ordinary conduct of the business of the Company or any other Group Member;


            
            (f) Liens in existence on the date hereof listed
            on Schedule 7.3(f), securing
            Indebtedness permitted by Section
            7.2(d), provided
            that no such Lien is spread to cover any additional property after the
            Closing Date and that the amount of Indebtedness secured thereby is not
            increased;


            
            (g) Liens securing Indebtedness of the Company or
            any other Group Member incurred pursuant to Section
            7.2(e) to finance the acquisition of fixed or capital
            assets, provided that (i) such
            Liens shall be created substantially simultaneously with the
            acquisition


            
             


            
                	
                            
                             

                        	
                            
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            of such fixed or capital assets, (ii) such Liens do not
            at any time encumber any property other than the property financed by such Indebtedness
            and (iii) the amount of Indebtedness secured thereby is not increased;


            
                	
                            
                             

                        	
                            
                            (h)

                        	
                            
                            Liens created pursuant to the Security
                            Documents;

                        


            


            
            (i) any interest or title of a lessor under any lease
            entered into by the Company or any other Group Member in the ordinary course of its
            business and covering only the assets so leased;


            
            (j) Liens on Real Estate Collateral securing the Real
            Estate Secured Indebtedness;


            
            (k) any (i) pledge of cash to secure the
            obligations of the Company and its Subsidiaries with respect to any Hedge Agreement or
            (ii) issuance of letters of credit (other than Letters of Credit issued under this
            Agreement) to secure such obligations or other obligations arising in the ordinary
            course of business (which letters of credit shall be deemed to not be Indebtedness for
            purposes of Section 7.2), in the
            case of both (i) and (ii) not to exceed, at any time, an amount of cash and face amount
            of letters of credit equal to $100,000,000 in the aggregate;


            
            (l) for a period limited to 90 days after an
            acquisition, Liens upon property so acquired, existing at the time of such acquisition
            and not incurred in contemplation thereof, and not upon any other property, securing
            only Indebtedness permitted by Section
            7.2(k); 


            
            (m) Prior to the Collateral Release Date, Liens securing
            the Indebtedness under any Hedging Support Credit Facility on oil and gas properties
            (that are not Collateral) of the Company and its Subsidiaries;


            
            (n) Liens in respect of Permitted Securitization on
            Receivables and Related Security assigned from time to time to a Securitization
            Subsidiary or one or more investors or other purchasers (other than the Company, the
            Co-Borrowers or a Subsidiary Guarantor); and


            
            (o) The Qualifying Production Call Obligation to the
            extent it constitutes a Lien on the retained interest in the oil and gas properties out
            of which the related working or net profits interests are granted;


            
            Notwithstanding anything to the contrary, Co-Borrowers
            shall not, nor permit any Subsidiary Guarantors to create, incur, assume or suffer to
            exist any Lien upon any of their property, whether now owned or hereafter acquired, if
            after giving effect thereto the PV attributable to Unencumbered Assets is less than 15%
            of the then total PV (and for this purpose, for the avoidance of doubt, the portion of
            the PV attributable to those assets that are Unencumbered Assets that is attributable
            to Other Proved Reserves shall be limited such that the PV attributable to such Other
            Proved Reserves shall not exceed 35% of the resulting total PV attributable to
            Unencumbered Assets).


            
            Section 7.4.
            Fundamental Changes.
            Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve
            itself (or suffer any liquidation or


            
             


            
                	
                            
                             

                        	
                            
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            dissolution), nor permit the Group Members taken as a
            whole, the Company, individually, or either Co-Borrower, individually, to Dispose of,
            all or substantially all of their or its respective property or business, except
            that:


            
            (a) any Subsidiary of a Co-Borrower that is a
            Subsidiary Guarantor may be merged or consolidated with or into such Co-Borrower
            (provided that such Co-Borrower
            shall be the continuing or surviving entity) or with or into any Subsidiary of a
            Co-Borrower that is a Subsidiary Guarantor
            (provided that the Subsidiary
            Guarantor shall be the continuing or surviving entity) or, subject to
            Section 7.7, with or into any other
            Subsidiary of a Co-Borrower; and


            
            (b) any Subsidiary of the Company (other than a
            Co-Borrower and its Subsidiaries) may be consolidated with or into the Company
            (provided that the Company shall be
            the continuing or surviving entity) or with or into any Subsidiary Guarantor (other
            than a Co-Borrower or any of its Subsidiaries)
            (provided that the Subsidiary
            Guarantor shall be the continuing or surviving entity) or, subject to
            Section 7.7, any Subsidiary (other than a
            Co-Borrower or any Subsidiary Guarantor).

             

            
                	
                            
                             

                        	
                            
                            Section 7.5. [Reserved](a)

                        	
                            
                            .

                        


            


            
            Section 7.6.
            Restricted Payments.
            Declare or pay any dividend (other than dividends payable solely in common stock of the
            Person making such dividend) on, or make any payment on account of, or set apart assets
            for a sinking or other analogous fund for, the purchase, redemption, defeasance,
            retirement or other acquisition of, any Capital Stock of any Group Member (or enter
            into or be party to, or make any payment under, any Synthetic Purchase Agreement with
            respect to any such Capital Stock if the purchase, redemption, defeasance, retirement
            or other acquisition thereof by the Company and its Subsidiaries would otherwise be
            prohibited under this Section 7.6), whether now or hereafter outstanding, or make any
            other distribution in respect thereof, either directly or indirectly, whether in cash
            or property or in obligations of the Company, the Co-Borrowers or any Subsidiary
            Guarantor, or enter into any derivatives or other transaction with any financial
            institution, commodities or stock exchange or clearinghouse (a “Derivatives
            Counterparty”) obligating any Group Member to make payments (other than payments
            solely in the form of common stock of the Company) to such Derivatives Counterparty as
            a result of any change in market value of any such Capital Stock (collectively,
            “Restricted Payments”), except that:


            
            (a) any Subsidiary Guarantor may pay cash dividends or
            distributions on its Capital Stock to the Company or any of its Subsidiaries;
            and


            
            (b) so long as no Default or Event of Default shall have
            occurred and be continuing or would result therefrom at the time such dividends are
            declared or other Restricted Payment is made (determined on a pro forma basis as if
            such Restricted Payments or dividends were paid in cash on the date declared or made,
            as applicable), the Company may make any Restricted Payments.


            
            Section 7.7.
            Investments. Make any
            Investments in any Person, that, prior to such Investment, is an Unrestricted
            Subsidiary (including, without limitation, Guarantee


            
             


            
                	
                            
                             

                        	
                            
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            Obligations with respect to obligations of any such
            Subsidiary, loans made to any such Unrestricted Subsidiary and Investments resulting
            from mergers with or sales of assets to any such Subsidiary), except Investments in
            such Unrestricted Subsidiary so long as (a) immediately before and immediately after
            giving pro forma effect to such Investment, no Default shall have occurred and be
            continuing and (b) such Investment is on terms determined by the board of directors of
            the Company to be fair to the Group Members, taken as a whole, (c) immediately after
            giving effect to such Investment, the Co-Borrowers shall be in pro forma compliance
            with all of the covenants set forth in Section 7.1, and (d) the Company shall have
            delivered to the Administrative Agent, prior to the making such Investment, a
            certificate of a Responsible Officer demonstrating compliance with the provisions of
            this Section.


            
            Section 7.8. Optional Payments
            and Modifications of Certain Debt Instruments. (a) Make or offer to make any optional
            or voluntary payment, prepayment, repurchase or redemption of or otherwise optionally
            or voluntarily defease or segregate funds with respect to Indebtedness under any
            Indenture or enter into any derivative or other transaction with any Derivatives
            Counterparty obligating the Company, a Co-Borrower or any Subsidiary Guarantor to make
            payments to such Derivatives Counterparty as a result of any change in market value of
            any such Indebtedness; (b) amend, modify, waive or otherwise change, or consent or
            agree to any amendment, modification, waiver or other change to, any of the terms of
            Indebtedness under the Indentures (other than any such amendment, modification, waiver
            or other change that (i) would extend the maturity or reduce the amount of any payment
            of principal thereof or reduce the rate or extend any date for payment of interest
            thereon and (ii) does not involve the payment of a consent fee); or (c) enter into or
            be party to, or make any payment under, any Synthetic Purchase Agreement with respect
            to any Indebtedness the making or offering to make of any optional or voluntary payment
            or prepayment thereon, or any repurchase or redemption thereof, or the optional or
            voluntary defeasance or segregation of funds with respect thereto, the Company and its
            Subsidiaries are otherwise prohibited from doing under this
            Section 7.8; except
            optional or voluntary payments, prepayments, exchanges, redemptions, or repurchases in
            market transactions of Indebtedness under any Indenture if before and, on a proforma
            basis after giving effect to such purchase, no Default or Event of Default shall
            exist.


            
            Section 7.9.
            Transactions with
            Affiliates. Enter into any transaction, including any
            purchase, sale, lease or exchange of property, the rendering of any service or the
            payment of any management, advisory or similar fees, with any Affiliate (other than the
            Company, a Co-Borrower or any Subsidiary Guarantor) unless such transaction (i) is
            (a) otherwise permitted under this Agreement, (b) in the ordinary course of
            business of the relevant Group Member, and (c) upon fair and reasonable terms no
            less favorable to the relevant Group Member, than it would obtain in a comparable
            arm’s length transaction with a Person that is not an Affiliate, or (ii) consists
            of (x) customary arrangements between any Group Member and any Unrestricted Subsidiary
            relating to providing administrative or management services to such Unrestricted
            Subsidiary or (y) Investments in Unrestricted Subsidiaries permitted by Section
            7.7.


            
            Section 7.10.
            [Reserved].


            
             


            
                	
                            
                             

                        	
                            
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            Section 7.11. Changes in
            Fiscal Periods. Permit the fiscal year of the Company to end
            on a day other than December 31 or change the Company’s method of determining
            fiscal quarters.


            
            Section 7.12.
            Negative Pledge
            Clauses. Enter into or suffer to exist or become effective
            any agreement that prohibits or limits the ability of any Group Member to create,
            incur, assume or suffer to exist any Lien upon any of its property or revenues, whether
            now owned or hereafter acquired, other than (a) this Agreement and the other Loan
            Documents, (b) the Indentures, (c) any agreements governing any purchase money Liens or
            Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or
            limitation shall only be effective against the assets financed thereby), (d) any
            Permitted Securitization (in which case, any prohibition or limitation shall only be
            effective against the Receivables and Related Security assigned thereunder), (e) any
            Hedging Support Credit Facility and (f) any agreements governing Real Estate Secured
            Indebtedness (in which case, any prohibition or limitation shall only be effective
            against the Real Estate Collateral securing such Real Estate Secured
            Indebtedness).


            
            Section 7.13.
            Clauses Restricting Group Member
            Distributions. Enter into or suffer to exist or become
            effective any consensual encumbrance or restriction on the ability of any Group Member
            to (a) make Restricted Payments in respect of any Capital Stock of such Group Member
            held by, or pay any Indebtedness owed to, the Company, a Co-Borrower or any other
            Subsidiary of the Company or a Co-Borrower, as the case may be, (b) make loans or
            advances to, or other Investments in, the Company or a Co-Borrower or any other
            Subsidiary Guarantor, as the case may be, or (c) transfer any of its assets to the
            Company or a Co-Borrower or any other Subsidiary Guarantor, as the case may be, except
            for such encumbrances or restrictions existing under or by reason of (i) any
            restrictions existing under the Loan Documents, (ii) any restrictions with respect to a
            Subsidiary Guarantor imposed pursuant to an agreement that has been entered into in
            connection with the Disposition of all or substantially all of the Capital Stock or
            assets of such Subsidiary Guarantor, (iii) any restrictions under the Indentures
            applicable to Unrestricted Subsidiaries, so long as such entities remain Unrestricted
            Subsidiaries and (iv) any restrictions pursuant to any agreement governing Real Estate
            Secured Indebtedness on a Subsidiary Guarantor’s ability to make Restricted
            Payments if such Subsidiary Guarantor’s assets consist in all material respects
            of Real Estate Collateral.


            
            Section 7.14.
            Take-or-Pay
            Contracts. No Group Member will enter into any
            “take-or-pay” contract or other contract or arrangement for the purchase of
            goods or services which obligates it to pay for such goods or service regardless of
            whether they are delivered or furnished to it other than from oil and natural gas fixed
            transportation arrangements.


            
            Section 7.15.
            Lines of Business.
            Enter into any business, either directly or through any Group Member, except for the
            (a) marketing, exploration and extraction of oil and gas, services related thereto and
            activities incidental to the foregoing, or (b) ownership and development (and related
            financing) of real estate (other than oil and gas properties), which business
            activities described in this clause (b) do not represent a substantial portion of the
            business of the Group Members, taken as a whole.


            
             


            
                	
                            
                             

                        	
                            
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            Section 7.16. Senior Debt
            Limit. Permit the Total Revolving Extensions of Credit at any
            time to exceed the Senior Debt Limit at such time and permit such condition to continue
            for 60 days after the occurrence thereof.


            
            SECTION 8. EVENTS OF
            DEFAULT


            
            If any of the following events shall occur and be
            continuing:


            
            (a) Either of the Co-Borrowers shall fail to pay any
            principal of any Revolving Loan or L/C Obligation when due in accordance with the terms
            hereof; or the Co-Borrowers shall fail to pay any interest on any Revolving Loan or L/C
            Obligation, or any other amount payable hereunder or under any other Loan Document,
            within five days after any such interest or other amount becomes due in accordance with
            the terms hereof; or


            
            (b) any representation or warranty made or deemed made
            by any Loan Party herein or in any other Loan Document or that is contained in any
            certificate, document or financial or other statement furnished by it at any time under
            or in connection with this Agreement or any such other Loan Document shall prove to
            have been inaccurate in any material respect on or as of the date made or deemed made;
            or


            
            (c) (i) any Loan Party shall default in the
            observance or performance of any agreement contained in
            Section 6.2(d), clause
            (i) or
            (ii) of Section
            6.4(a) (with respect to the Company and the Co-Borrowers
            only), Section 6.7(a),
            6.9 or Section
            7 of this Agreement or (ii) a “default” under and
            as defined in any Mortgage shall have occurred and be continuing; or


            
            (d) any Loan Party shall default in the observance or
            performance of any other agreement contained in this Agreement or any other Loan
            Document (other than as provided in paragraphs (a) through (c) of this Section), and
            such default shall continue unremedied for a period of 30 days after notice to the
            Co-Borrowers from the Administrative Agent; or


            
            (e) any Group Member (i) defaults in making any
            payment of any principal of any Indebtedness (including any Guarantee Obligation, but
            excluding the Revolving Loans) on the scheduled or original due date with respect
            thereto; or (ii) defaults in making any payment of any interest on any such
            Indebtedness beyond the period of grace, if any, provided in the instrument or
            agreement under which such Indebtedness was created; or (iii) defaults in the
            observance or performance of any other agreement or condition relating to any such
            Indebtedness or contained in any instrument or agreement evidencing, securing or
            relating thereto, or any other event shall occur or condition exist, the effect of
            which default or other event or condition is to cause, or to permit the holder or
            beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or
            beneficiary) to cause, with the giving of notice if required, such Indebtedness to
            become due prior to its stated maturity or to become subject to a mandatory offer to
            purchase by the obligor thereunder or (in the case of any such Indebtedness
            constituting a Guarantee Obligation) to become payable;
            provided, that a default, event or
            condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any
            time constitute an Event of Default unless, at such time, one or more defaults, events
            or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph
            (e) shall have occurred and be continuing


             


            
                	
                            
                             

                        	
                            
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            with respect to Indebtedness the outstanding principal
            amount of which exceeds in the aggregate $75,000,000; or


            
            (f) (i) any Group Member shall commence any case,
            proceeding or other action (A) under any existing or future law of any jurisdiction,
            domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of
            debtors, seeking to have an order for relief entered with respect to it, or seeking to
            adjudicate it bankrupt or insolvent, or seeking reorganization, arrangement,
            adjustment, winding-up, liquidation, dissolution, composition or other relief with
            respect to it or its debts, or (B) seeking appointment of a receiver, trustee,
            custodian, conservator or other similar official for it or for all or any substantial
            part of its assets, or any Group Member shall make a general assignment for the benefit
            of its creditors; or (ii) there shall be commenced against any Group Member any case,
            proceeding or other action of a nature referred to in clause (i) above that (A) results
            in the entry of an order for relief or any such adjudication or appointment or (B)
            remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there
            shall be commenced against any Group Member any case, proceeding or other action
            seeking issuance of a warrant of attachment, execution, distraint or similar process
            against all or any substantial part of its assets that results in the entry of an order
            for any such relief that shall not have been vacated, discharged, or stayed or bonded
            pending appeal within 60 days from the entry thereof; or (iv)any Group Member shall
            take any action in furtherance of, or indicating its consent to, approval of, or
            acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v)
            any Group Member shall generally not, or shall be unable to, or shall admit in writing
            its inability to, pay its debts as they become due; or


            
            (g) (i) any Person shall engage in any “prohibited
            transaction” (as defined in Section 406 of ERISA or Section 4975 of the
            Code) involving any Plan, (ii) any “accumulated funding deficiency” (as
            defined in Section 302 of ERISA), whether or not waived, shall exist with respect to
            any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of the
            Company or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with
            respect to, or proceedings shall commence to have a trustee appointed, or a trustee
            shall be appointed, to administer or to terminate, any Single Employer Plan, which
            Reportable Event or commencement of proceedings or appointment of a trustee is, in the
            reasonable opinion of the Majority Lenders, likely to result in the termination of such
            Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate
            for purposes of Title IV of ERISA, (v) the Co-Borrowers or any Commonly Controlled
            Entity shall, or in the reasonable opinion of the Majority Lenders is likely to, incur
            any liability in connection with a withdrawal from, or the Insolvency or Reorganization
            of, a Multiemployer Plan or (vi) any other event or condition shall occur or exist with
            respect to a Plan; and in each case in clauses (i) through (vi) above, such event or
            condition, together with all other such events or conditions, if any, could, in the
            sole judgment of the Majority Lenders, reasonably be expected to have a Material
            Adverse Effect; or


            
            (h) one or more judgments or decrees shall be entered
            against any Group Member involving in the aggregate a liability (not paid or fully
            covered by insurance as to which the relevant insurance company has acknowledged
            coverage) of $75,000,000 or more, and (i) enforcement proceedings are commenced by any
            creditor upon one or more such judgments or decrees which have not been stayed by
            reason of a pending appeal, court order or otherwise, or (ii) there is a period of
            thirty (30) consecutive days during which a stay of enforcement of one or more such
            judgments, by reason of a pending appeal, court order or otherwise, is not in effect;
            or


             


            
                	
                            
                             

                        	
                            
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            (i) any of the Security Documents shall cease, for any
            reason, to be in full force and effect, or any Loan Party or any Affiliate of any Loan
            Party shall so assert, or any time prior to the Collateral Release Date, any Lien
            created by any of the Security Documents with respect to Mortgaged Properties with an
            aggregate value in excess of $75,000,000 shall cease to be enforceable and of the same
            effect and priority purported to be created thereby; or


            
            (j) the guarantee contained in
            Section 2 of the Guarantee Agreement shall
            cease, for any reason, to be in full force and effect or any Loan Party or any
            Affiliate of any Loan Party shall so assert; or


            
            (k) (i) any “person” or
            “group” (as such terms are used in Sections 13(d) and 14(d) of the
            Securities Exchange Act of 1934, as amended (the
            “Exchange Act”)), shall
            become, or obtain rights (whether by means or warrants, options or otherwise) to
            become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5
            under the Exchange Act), directly or indirectly, of more than 35% of the outstanding
            common stock of the Company; (ii) the board of directors of the Company shall
            cease to consist of a majority of Continuing Directors; (iii) the Company shall cease
            to own and control, of record and beneficially, directly or indirectly, 100% of each
            class of outstanding Capital Stock of each Co-Borrower and each Subsidiary Guarantor
            free and clear of all Liens; or (iv) a Specified Change of Control shall
            occur;


            
            then, and in any such event, (A) if such event is an
            Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to
            a Co-Borrower, automatically the Revolving Commitments shall immediately terminate and
            the Revolving Loans hereunder (with accrued interest thereon) and all other amounts
            owing under this Agreement and the other Loan Documents (including all amounts of L/C
            Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit
            shall have presented the documents required thereunder) shall immediately become due
            and payable, and (B) if such event is any other Event of Default, either or both of the
            following actions may be taken: (i) with the consent of the Majority Lenders, the
            Administrative Agent may, or upon the request of the Majority Lenders, the
            Administrative Agent shall, by notice to the Co-Borrowers declare the Revolving
            Commitments to be terminated forthwith, whereupon the Revolving Commitments shall
            immediately terminate; and (ii) with the consent of the Majority Lenders, the
            Administrative Agent may, or upon the request of the Majority Lenders, the
            Administrative Agent shall, by notice to the Co-Borrowers, declare the Revolving Loans
            hereunder (with accrued interest thereon) and all other amounts owing under this
            Agreement and the other Loan Documents (including all amounts of L/C Obligations,
            whether or not the beneficiaries of the then outstanding Letters of Credit shall have
            presented the documents required thereunder) to be due and payable forthwith, whereupon
            the same shall immediately become due and payable. With respect to all Letters of
            Credit with respect to which presentment for honor shall not have occurred at the time
            of an acceleration pursuant to this paragraph, the Co-Borrowers shall at such time Cash
            Collateralize the aggregate L/C Obligations. Amounts of Cash Collateral shall be
            applied by the Administrative Agent to the payment of drafts drawn under such Letters
            of Credit, and the unused portion thereof after all such Letters of Credit shall have
            expired or been fully drawn upon, if any, shall be applied to repay other Obligations
            of the Co-Borrowers hereunder and under the other Loan Documents. After all such
            Letters of Credit shall have expired or been fully drawn upon, all L/C Obligations
            shall have been satisfied and all other Obligations of the Co-Borrowers hereunder and
            under the other Loan Documents shall have been paid in full, the balance, if any, of
            Cash Collateral shall


             


            
                	
                            
                             

                        	
                            
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            be returned to the Co-Borrowers (or such other Person as
            may be lawfully entitled thereto). Except as expressly provided above in this Section,
            presentment, demand, protest and all other notices of any kind are hereby expressly
            waived by the Co-Borrowers.


            
            SECTION 9. THE ADMINISTRATIVE
            AGENT


            
            9.1. Appointment and
            Authority. Each of the Lenders, the Swing Line Lender and the Issuing Lenders hereby
            irrevocably appoints Union Bank of California, N.A. to act on its behalf as the
            Administrative Agent hereunder and under the other Loan Documents and authorizes the
            Administrative Agent to take such actions on its behalf and to exercise such powers as
            are delegated to the Administrative Agent by the terms hereof or thereof, together with
            such actions and powers as are reasonably incidental thereto. The provisions of this
            Section are solely for the benefit of the Administrative Agent, the Lenders, the Swing
            Line Lender and the Issuing Lender, and neither the Co-Borrowers nor any other Loan
            Party shall have rights as a third party beneficiary of any of such
            provisions.


            
            9.2.
            Rights as a Lender.
            The Person serving as the Administrative Agent hereunder shall have the same rights and
            powers in its capacity as a Lender as any other Lender and may exercise the same as
            though it were not the Administrative Agent and the term “Lender” or
            “Lenders” shall, unless otherwise expressly indicated or unless the context
            otherwise requires, include the Person serving as the Administrative Agent hereunder in
            its individual capacity. Such Person and its Affiliates may accept deposits from, lend
            money to, act as the financial advisor or in any other advisory capacity for and
            generally engage in any kind of business with the Co-Borrowers or any Subsidiary or
            other Affiliate thereof as if such Person were not the Administrative Agent hereunder
            and without any duty to account therefor to the Lenders.


            
            9.3.
            Exculpatory
            Provisions. The Administrative Agent shall not have any
            duties or obligations except those expressly set forth herein and in the other Loan
            Documents. Without limiting the generality of the foregoing, the Administrative
            Agent:


            
            (a)      
            shall not be subject to any fiduciary or other implied duties,
            regardless of whether a Default has occurred and is continuing;


            
            (b)     
            shall not have any duty to take any discretionary action or exercise any
            discretionary powers, except discretionary rights and powers expressly contemplated
            hereby or by the other Loan Documents that the Administrative Agent is required to
            exercise as directed in writing by the Majority Lenders (or such other number or
            percentage of the Lenders as shall be expressly provided for herein or in the other
            Loan Documents), provided that the
            Administrative Agent shall not be required to take any action that, in its opinion or
            the opinion of its counsel, may expose the Administrative Agent to liability or that is
            contrary to any Loan Document or applicable law; and


            
            (c)      
            shall not, except as expressly set forth herein and in the other Loan
            Documents, have any duty to disclose, and shall not be liable for the failure to
            disclose, any information relating to the Co-Borrowers or any of their Affiliates that
            is communicated to or obtained by the Person serving as the Administrative Agent or any
            of its Affiliates in any capacity.


             


            
                	
                            
                             

                        	
                            
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            The Administrative Agent shall not be liable for
            any action taken or not taken by it (i) with the consent or at the request of the
            Majority Lenders (or such other number or percentage of the Lenders as shall be
            necessary, or as the Administrative Agent shall believe in good faith shall be
            necessary, under the circumstances as provided in Section
            10.1 and Section
            8) or (ii) in the absence of its own gross negligence or
            willful misconduct. The Administrative Agent shall be deemed not to have knowledge of
            any Default unless and until notice describing such Default is given to the
            Administrative Agent by the Co-Borrowers, a Lender, the Swing Line Lender or an Issuing
            Lender.


            
            The Administrative Agent shall not be responsible
            for or have any duty to ascertain or inquire into (i) any statement, warranty or
            representation made in or in connection with this Agreement or any other Loan Document,
            (ii) the contents of any certificate, report or other document delivered hereunder or
            thereunder or in connection herewith or therewith, (iii) the performance or
            observance of any of the covenants, agreements or other terms or conditions set forth
            herein or therein or the occurrence of any Default, (iv) the validity, enforceability,
            effectiveness or genuineness of this Agreement, any other Loan Document or any other
            agreement, instrument or document or (v) the satisfaction of any condition set forth
            in Section 5 or elsewhere herein,
            other than to confirm receipt of items expressly required to be delivered to the
            Administrative Agent.


            
            9.4.
            Reliance by Administrative Agent.
            The Administrative Agent shall be entitled to rely upon, and shall not
            incur any liability for relying upon, any notice, request, certificate, consent,
            statement, instrument, document or other writing (including any electronic message,
            Internet or intranet website posting or other distribution) believed by it to be
            genuine and to have been signed, sent or otherwise authenticated by the proper Person.
            The Administrative Agent also may rely upon any statement made to it orally or by
            telephone and believed by it to have been made by the proper Person, and shall not
            incur any liability for relying thereon. In determining compliance with any condition
            hereunder to the making of a Revolving Loan, or the issuance of a Letter of Credit,
            that by its terms must be fulfilled to the satisfaction of a Lender, the Swing Line
            Lender or the Issuing Lender, the Administrative Agent may presume that such condition
            is satisfactory to such Lender, the Swing Line Lender or the Issuing Lender unless the
            Administrative Agent shall have received notice to the contrary from such Lender, the
            Swing Line Lender or the Issuing Lender prior to the making of such Revolving Loan or
            the issuance of such Letter of Credit. The Administrative Agent may consult with legal
            counsel (who may be counsel for the Co-Borrowers), independent accountants and other
            experts selected by it, and shall not be liable for any action taken or not taken by it
            in accordance with the advice of any such counsel, accountants or
            experts.


            
            9.5.
            Delegation of Duties.
            The Administrative Agent may perform any and all of its duties and exercise its rights
            and powers hereunder or under any other Loan Document by or through any one or more
            sub-agents appointed by the Administrative Agent. Except (i) in circumstances in which
            the Administrative Agent determines in good faith that such appointment is advisable to
            comply with applicable law or to avoid a disadvantageous economic, legal or regulatory
            consequence or (ii) when a Default shall have occurred and be continuing, any such
            sub-agent shall be approved by the Co-Borrowers, such approval to not be unreasonably
            withheld or delayed. The Administrative Agent and any such sub-agent may perform any
            and all of its duties and exercise its rights and powers by or through their respective
            Related Parties. The exculpatory provisions of this Section 9 shall apply to any such
            sub-agent and to the Related


             


            
                	
                            
                             

                        	
                            
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            Parties of the Administrative Agent and any such
            sub-agent, and shall apply to their respective activities in connection with the
            syndication of the credit facilities provided for herein as well as activities as
            Administrative Agent.


            
            9.6.
            Resignation of Administrative
            Agent. The Administrative Agent may at any time give notice
            of its resignation to the Lenders, the Swing Line Lender, the Issuing Lender and the
            Co-Borrowers. Upon receipt of any such notice of resignation, the Majority Lenders
            shall have the right, in consultation with the Co-Borrowers, to appoint a successor,
            which shall be a bank with an office in the United States, or an Affiliate of any such
            bank with an office in the United States. If no such successor shall have been so
            appointed by the Majority Lenders, in consultation with the Co-Borrowers, and shall
            have accepted such appointment within 30 days after the retiring Administrative
            Agent gives notice of its resignation, then the retiring Administrative Agent may on
            behalf of the Lenders, the Swing Line Lender and the Issuing Lender, appoint a
            successor Administrative Agent meeting the qualifications set forth above; provided
            that if the Administrative Agent shall notify the Co-Borrowers and the Lenders that no
            qualifying Person has accepted such appointment, then such resignation shall
            nonetheless become effective in accordance with such notice and (1) the retiring
            Administrative Agent shall be discharged from its duties and obligations hereunder and
            under the other Loan Documents (except that in the case of any collateral security held
            by the Administrative Agent on behalf of the Lenders, the Swing Line Lender or the
            Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall
            continue to hold such collateral security until such time as a successor Administrative
            Agent is appointed) and (2) all payments, communications and determinations
            provided to be made by, to or through the Administrative Agent shall instead be made by
            or to each Lender, the Swing Line Lender and the Issuing Lender directly, until such
            time as the Majority Lenders appoint a successor Administrative Agent as provided for
            above in this Section. Upon the acceptance of a successor’s appointment as
            Administrative Agent hereunder, such successor shall succeed to and become vested with
            all of the rights, powers, privileges and duties of the retiring (or retired)
            Administrative Agent, and the retiring Administrative Agent shall be discharged from
            all of its duties and obligations hereunder or under the other Loan Documents (if not
            already discharged therefrom as provided above in this Section). The fees payable by
            the Co-Borrowers to a successor Administrative Agent shall be the same as those payable
            to its predecessor unless otherwise agreed between the Co-Borrowers and such successor.
            After the retiring Administrative Agent’s resignation hereunder and under the
            other Loan Documents, the provisions of this Section 9 and Section 10.5 shall
            continue in effect for the benefit of such retiring Administrative Agent, its
            sub-agents and their respective Related Parties in respect of any actions taken or
            omitted to be taken by any of them while the retiring Administrative Agent was acting
            as Administrative Agent.


            
            9.7.
            Non-Reliance on Administrative Agent and Other
            Lenders. Each Lender, the Swing Line Lender and each Issuing
            Lender acknowledges that it has, independently and without reliance upon the
            Administrative Agent or any other Lender or any of their Related Parties and based on
            such documents and information as it has deemed appropriate, made its own credit
            analysis and decision to enter into this Agreement. Each Lender, the Swing Lien Lender
            and each Issuing Lender also acknowledges that it will, independently and without
            reliance upon the Administrative Agent or any other Lender or any of their Related
            Parties and based on such documents and information as it shall from time to time deem
            appropriate, continue to make its


             


            
                	
                            
                             

                        	
                            
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            own decisions in taking or not taking action under or
            based upon this Agreement, any other Loan Document or any related agreement or any
            document furnished hereunder or thereunder.


            
            9.8.
            No Other Duties, Etc.
            Anything herein to the contrary notwithstanding, none of the Co-Book Managers, Joint
            Lead Arrangers, Syndication Agents or Co-Documentation Agents listed on the cover page
            hereof shall have any powers, duties or responsibilities under this Agreement or any of
            the other Loan Documents, except in its capacity, as applicable, as the Administrative
            Agent, a Lender, the Swing Line Lender or an Issuing Lender
            hereunder.


            
            9.9.
            Administrative Agent May File Proofs of
            Claim. In case of the pendency of any receivership,
            insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
            composition or other judicial proceeding relative to any Loan Party, the Administrative
            Agent (irrespective of whether the principal of any Revolving Loan or L/C Obligation
            shall then be due and payable as herein expressed or by declaration or otherwise and
            irrespective of whether the Administrative Agent shall have made any demand on the
            Co-Borrowers) shall be entitled and empowered, by intervention in such proceeding or
            otherwise:


            
            (a)        
            to file and prove a claim for the whole amount of the principal and
            interest owing and unpaid in respect of the Revolving Loans, L/C Obligations and all
            other Obligations that are owing and unpaid and to file such other documents as may be
            necessary or advisable in order to have the claims of the Lenders, the Swing Line
            Lender, the Issuing Lender and the Administrative Agent (including any claim for the
            reasonable compensation, expenses, disbursements and advances of the Lenders, the Swing
            Line Lender, the Issuing Lender and the Administrative Agent and their respective
            agents and counsel and all other amounts due the Lenders, the Swing Line Lender, the
            Issuing Lender and the Administrative Agent under Sections
            2.3, 2.7
            and 10.5) allowed in
            such judicial proceeding; and


            
            (b)        
            to collect and receive any monies or other property payable or
            deliverable on any such claims and to distribute the same;


            
            and any custodian, receiver, assignee, trustee,
            liquidator, sequestrator or other similar official in any such judicial proceeding is
            hereby authorized by each Lender, the Swing Line Lender and the Issuing Lender to make
            such payments to the Administrative Agent and, in the event that the Administrative
            Agent shall consent to the making of such payments directly to the Lenders, the Swing
            Line Lender and the Issuing Lender, to pay to the Administrative Agent any amount due
            for the reasonable compensation, expenses, disbursements and advances of the
            Administrative Agent and its agents and counsel, and any other amounts due the
            Administrative Agent under Sections 2.3
            and
            10.5.


            
            Nothing contained herein shall be deemed to authorize
            the Administrative Agent to authorize or consent to or accept or adopt on behalf of any
            Lender, the Swing Line Lender or the Issuing Lender any plan of reorganization,
            arrangement, adjustment or composition affecting the Obligations or the rights of any
            Lender or to authorize the Administrative Agent to vote in respect of the claim of any
            Lender in any such proceeding.


            
             


            
                	
                            
                             

                        	
                            
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            SECTION 10. MISCELLANEOUS


            
            Section 10.1.
            Amendments and Waivers.
            Neither this Agreement, any other Loan Document, nor any terms hereof or
            thereof may be amended, supplemented or modified except in accordance with the
            provisions of this Section 10.1. The Majority Lenders and each Loan Party to the
            relevant Loan Document may, or, with the written consent of the Majority Lenders, the
            Administrative Agent and each Loan Party to the relevant Loan Document may, from time
            to time, (a) enter into written amendments, supplements or modifications hereto and to
            the other Loan Documents for the purpose of adding any provisions to this Agreement or
            the other Loan Documents or changing in any manner the rights of the Lenders or of the
            Loan Parties hereunder or thereunder or (b) waive, on such terms and conditions as the
            Majority Lenders or the Administrative Agent, as the case may be, may specify in such
            instrument, any of the requirements of this Agreement or the other Loan Documents or
            any Default or Event of Default and its consequences; provided, however, that no such
            waiver and no such amendment, supplement or modification shall (i) forgive the
            principal amount or extend the final scheduled date of maturity of any Revolving Loan,
            reduce the stated rate of any interest or fee payable hereunder (except in connection
            with the waiver of applicability of any post-default increase in interest rates, which
            waiver shall be effective with the consent of the Majority Lenders) or extend the
            scheduled date of any payment thereof, or increase the amount or extend the expiration
            date of any Lender’s Revolving Commitment, in each case without the written
            consent of each Lender directly affected thereby; (ii) eliminate or reduce the voting
            rights of any Lender under this Section 10.1 without the written consent of such
            Lender; (iii) reduce any percentage specified in the definition of Majority Lenders,
            consent to the assignment or transfer by the Co-Borrowers of any of their rights and
            obligations under this Agreement and the other Loan Documents, release all or
            substantially all of the Collateral, other than in connection with the Collateral
            Release Date, or release the Company or all or substantially all of the Guarantors from
            their obligations under the Guarantee Agreement, in each case without the written
            consent of all Lenders; (iv) increase the Borrowing Base without the consent of Lenders
            holding more than 90% of the Total Revolving Commitments then in effect, or, if the
            Revolving Commitments have been terminated, the Total Revolving Extensions of Credit
            then outstanding; (v) amend, modify or waive any provision of Section 9 without the
            written consent of the Administrative Agent; (vi) amend, modify or waive any provision
            of Sections 2.5 to 2.12 without the written consent of each Issuing Lender; (vii)
            amend, modify or waive any provision of Section 2.17 without the written consent of the
            Swing Line Lender, or (viii) amend, modify or waive any provisions of Section 3.16 with
            out the written consent of each affected Lender. Any such waiver and any such
            amendment, supplement or modification shall apply equally to each of the Lenders and
            shall be binding upon the Loan Parties, the Lenders, the Administrative Agent and all
            future holders of the Revolving Loans. In the case of any waiver, the Loan Parties, the
            Lenders and the Administrative Agent shall be restored to their former position and
            rights hereunder and under the other Loan Documents, and any Default or Event of
            Default waived shall be deemed to be cured and not continuing; but no such waiver shall
            extend to any subsequent or other Default or Event of Default, or impair any right
            consequent thereon. Administrative Agent may, without the consent of any Lender, enter
            into any Security Document or any amendment, waiver, or release to the extent necessary
            to provide


            
             


            
                	
                            
                             

                        	
                            
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            for additional Collateral as contemplated by any
            provision of this Agreement or to provide for the release of Collateral to the extent
            permitted by the terms of this Agreement.


            
            Section 10.2.
            Notices; Effectiveness; Electronic
            Communication.  


            
            (a) Notices
            Generally. Except in the case of notices and other
            communications expressly permitted to be given by telephone (and except as provided in
            subsection (b) below), all notices and other communications provided for herein shall
            be in writing and shall be delivered by hand or overnight courier service, mailed by
            certified or registered mail or sent by telecopier as follows, and all notices and
            other communications expressly permitted hereunder to be given by telephone shall be
            made to the applicable telephone number, as follows:


            
            (i) if to the Co-Borrowers, the Administrative
            Agent, the Swing Line Lender or the Issuing Lender, to the address, telecopier number,
            electronic mail address or telephone number specified for such Person on
            Schedule 10.2; and


            
            (ii) if to any other Lender, to the address, telecopier
            number, electronic mail address or telephone number specified in its Administrative
            Questionnaire.


            
            Notices sent by hand or overnight courier service,
            or mailed by certified or registered mail, shall be deemed to have been given when
            received; notices sent by telecopier shall be deemed to have been given when sent
            (except that, if not given during normal business hours for the recipient, shall be
            deemed to have been given at the opening of business on the next business day for the
            recipient). Notices delivered through electronic communications to the extent provided
            in Section 10.2(b) below, shall be
            effective as provided in such Section
            10.2(b).


            
            (b) Electronic
            Communications. Notices and other communications to the
            Lenders, the Swing Line Lender and the Issuing Lender hereunder may be delivered or
            furnished by electronic communication (including e-mail and Internet or intranet
            websites) pursuant to procedures approved by the Administrative Agent, provided that
            the foregoing shall not apply to notices to any Lender, the Swing Line Lender, or the
            Issuing Lender pursuant to Section 2
            if such Lender, the Swing Line Lender, or the Issuing Lender, as
            applicable, has notified the Administrative Agent that it is incapable of receiving
            notices under such Section by electronic communication. The Administrative Agent or the
            Co-Borrowers may, in their discretion, agree to accept notices and other communications
            to them hereunder by electronic communications pursuant to procedures approved by them,
            provided that approval of such procedures may be limited to particular notices or
            communications.


            
            Unless the Administrative Agent otherwise prescribes,
            (i) notices and other communications sent to an e-mail address shall be deemed received
            upon the sender’s receipt of an acknowledgement from the intended recipient (such
            as by the “return receipt requested” function, as available, return e-mail
            or other written acknowledgement), provided that if such notice or other communication
            is not sent during the normal business hours of the recipient, such notice or
            communication shall be deemed to have been sent at the opening of business on the next
            business day for the recipient, and (ii) notices or communications posted to an
            Internet or intranet website shall be deemed received upon the deemed receipt by the
            intended recipient at its e-mail


             

            

            

            

            
                	
                            
                             

                        	
                            
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            address as described in the foregoing clause (i) of
            notification that such notice or communication is available and identifying the website
            address therefor.


            
            (c) The
            Platform. THE PLATFORM IS PROVIDED “AS IS” AND
            “AS AVAILABLE.” THE ADMINISTRATIVE AGENT PARTIES (AS DEFINED BELOW) DO NOT
            WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE
            PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER
            MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY
            WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF
            THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY
            ADMINISTRATIVE AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.
            In no event shall the Administrative Agent or any of their Related Parties
            (collectively, the “Administrative Agent
            Parties”) have any liability to the Co-Borrowers, any
            Lender, the Swing Line Lender, the Issuing Lender or any other Person for losses,
            claims, damages, liabilities or expenses of any kind (whether in tort, contract or
            otherwise) arising out of the Co-Borrowers’ or the Administrative Agent’s
            transmission of Borrower Materials through the Internet, except to the extent that such
            losses, claims, damages, liabilities or expenses are determined by a court of competent
            jurisdiction by a final and nonappealable judgment to have resulted from the gross
            negligence or willful misconduct of such Administrative Agent Party;
            provided,
            however, that in no event shall any
            Administrative Agent Party have any liability to the Co-Borrowers, any Lender, the
            Swing Line Lender, the Issuing Lender or any other Person for indirect, special,
            incidental, consequential or punitive damages (as opposed to direct or actual
            damages).


            
            (d) Change of Address,
            Etc. Each of the Co-Borrowers, the Administrative Agent, the
            Swing Line Lender and the Issuing Lender may change its address, telecopier or
            telephone number for notices and other communications hereunder by notice to the other
            parties hereto. Each other Lender may change its address, telecopier or telephone
            number for notices and other communications hereunder by notice to the Co-Borrowers,
            the Administrative Agent, the Swing Line Lender and the Issuing Lender. In addition,
            each Lender agrees to notify the Administrative Agent from time to time to ensure that
            the Administrative Agent have on record (i) an effective address, contact name,
            telephone number, telecopier number and electronic mail address to which notices and
            other communications may be sent and (ii) accurate wire instructions for such
            Lender.


            
            (e) Reliance by
            Administrative Agent, the Swing Line Lender, Issuing Lender and
            Lenders. The Administrative Agent, the Swing Line Lender, the
            Issuing Lender and the Lenders shall be entitled to rely and act upon any notices
            (including telephonic borrowing notices) purportedly given by or on behalf of the
            Co-Borrowers even if (i) such notices were not made in a manner specified herein, were
            incomplete or were not preceded or followed by any other form of notice specified
            herein, or (ii) the terms thereof, as understood by the recipient, varied from any
            confirmation thereof. The Co-Borrowers shall indemnify the Administrative Agent, the
            Swing Line Lender, the Issuing Lender, each Lender and the Related Parties of each of
            them from all losses, costs, expenses and liabilities resulting from the reliance by
            such Person on each notice purportedly given by or on behalf of the
            Co-


            
             


            
                	
                            
                             

                        	
                            
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            Borrowers. All telephonic notices to and other
            telephonic communications with the Administrative Agent may be recorded by the
            Administrative Agent, and each of the parties hereto hereby consents to such
            recording.


            
            Section 10.3.
            No Waiver; Cumulative
            Remedies. No failure to exercise and no delay in exercising,
            on the part of the Administrative Agent or any Lender, any right, remedy, power or
            privilege hereunder or under the other Loan Documents shall operate as a waiver
            thereof; nor shall any single or partial exercise of any right, remedy, power or
            privilege hereunder preclude any other or further exercise thereof or the exercise of
            any other right, remedy, power or privilege. The rights, remedies, powers and
            privileges herein provided are cumulative and not exclusive of any rights, remedies,
            powers and privileges provided by law.


            
            Section 10.4.
            Survival of Representations and
            Warranties. All representations and warranties made
            hereunder, in the other Loan Documents and in any document, certificate or statement
            delivered pursuant hereto or in connection herewith shall survive the execution and
            delivery of this Agreement and the making of the Revolving Loans and other extensions
            of credit hereunder.


            
            Section 10.5. Expenses;
            Indemnification; Damage Waiver.


            
            (a) Costs and
            Expenses. The Co-Borrowers shall pay (i) all reasonable out
            of pocket expenses incurred by the Administrative Agent and their Affiliates (including
            the reasonable fees, charges and disbursements of counsel for the Administrative
            Agent), in connection with the syndication of the credit facilities provided for
            herein, the preparation, negotiation, execution, delivery and administration of this
            Agreement and the other Loan Documents or any amendments, modifications or waivers of
            the provisions hereof or thereof (whether or not the transactions contemplated hereby
            or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred
            by the Issuing Lender in connection with the issuance, amendment, renewal or extension
            of any Letter of Credit or any demand for payment thereunder, (iii) all reasonable out
            of pocket expenses incurred by the Swing Line Lender in connection with the making or
            administration of any Swing Line Loan or any demand for payment thereunder, and (iv)
            all out of pocket expenses incurred by the Administrative Agent, any Lender, the Swing
            Line Lender or the Issuing Lender (including the fees, charges and disbursements of any
            counsel for the Administrative Agent, any Lender, the Swing Line Lender, or the Issuing
            Lender), including the allocated cost of internal counsel, in connection with the
            enforcement or protection of its rights (A) in connection with this Agreement and the
            other Loan Documents, including its rights under this Section, or (B) in connection
            with the Revolving Loans or Swing Line Loans made or Letters of Credit issued
            hereunder, including all such out of pocket expenses incurred during any workout,
            restructuring or negotiations in respect of such Revolving Loans or Letters of
            Credit.


            
            (b) Indemnification by
            the Co-Borrowers. The Co-Borrowers shall indemnify the
            Administrative Agent (and any sub-agent thereof), each Lender, the Swing Line Lender
            and the Issuing Lender, and each Related Party of any of the foregoing Persons (each
            such Person being called an
            “Indemnitee”) against,
            and hold each Indemnitee harmless from, any and all losses, claims, damages,
            liabilities and related expenses (including the fees, charges and disbursements of any
            counsel for any Indemnitee), including the allocated cost


            
             


            
                	
                            
                             

                        	
                            
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            of internal counsel, incurred by any Indemnitee or
            asserted against any Indemnitee by any third party or by the Co-Borrowers or any other
            Loan Party arising out of, in connection with, or as a result of (i) the execution or
            delivery of this Agreement, any other Loan Document or any agreement or instrument
            contemplated hereby or thereby, the performance by the parties hereto of their
            respective obligations hereunder or thereunder, the consummation of the transactions
            contemplated hereby or thereby, or, in the case of the Administrative Agent (and any
            sub-agent thereof) and its Related Parties only, the administration of this Agreement
            and the other Loan Documents, (ii) any Revolving Loan, Swing Line Loan or Letter of
            Credit or the use or proposed use of the proceeds therefrom (including any refusal by
            the Issuing Lender to honor a demand for payment under a Letter of Credit if the
            documents presented in connection with such demand do not strictly comply with the
            terms of such Letter of Credit), (iii) any actual or alleged presence or release of
            hazardous materials on or from any property owned or operated by the Company, the
            Co-Borrowers or any of their Subsidiaries, or any environmental liability related in
            any way to the Company, the Co-Borrowers or any of their Subsidiaries, or (iv) any
            actual or prospective claim, litigation, investigation or proceeding relating to any of
            the foregoing, whether based on contract, tort or any other theory, whether brought by
            a third party or by the Co-Borrowers or any other Loan Party, and regardless of whether
            any Indemnitee is a party thereto, in all cases, whether or
            not caused by or arising, in whole or in part, out of the comparative, contributory or
            sole negligence of the Indemnitee;
            provided that such indemnity shall not, as
            to any Indemnitee, be available to the extent that such losses, claims, damages,
            liabilities or related expenses (x) are determined by a court of competent jurisdiction
            by final and nonappealable judgment to have resulted from the gross negligence or
            willful misconduct of such Indemnitee or (y) result from a claim brought by a
            Co-Borrower or any other Loan Party against an Indemnitee for breach in bad faith of
            such Indemnitee’s obligations hereunder or under any other Loan Document, if the
            Co-Borrower or such Loan Party has obtained a final and nonappealable judgment in its
            favor on such claim as determined by a court of competent
            jurisdiction.


            
            (c) Reimbursement by
            Lenders. To the extent that the Co-Borrowers for any reason
            fail to indefeasibly pay any amount required under subsection (a) or (b) of this
            Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the
            Swing Line Lender, the Issuing Lender or any Related Party of any of the foregoing,
            each Lender severally agrees to pay to the Administrative Agent (or any such
            sub-agent), the Swing Line Lender, the Issuing Lender or such Related Party, as the
            case may be, such Lender’s Aggregate Exposure Percentage (determined as of the
            time that the applicable unreimbursed expense or indemnity payment is sought) of such
            unpaid amount, provided that the unreimbursed expense or indemnified loss, claim,
            damage, liability or related expense, as the case may be, was incurred by or asserted
            against the Administrative Agent (or any such sub-agent), the Swing Line Lender or the
            Issuing Lender in its capacity as such, or against any Related Party of any of the
            foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line
            Lender, or Issuing Lender in connection with such capacity.


            
            (d) Waiver of
            Consequential Damages, Etc. To the fullest extent permitted
            by applicable law, the Co-Borrowers shall not assert, and hereby waive, any claim
            against any Indemnitee, on any theory of liability, for special, indirect,
            consequential or punitive damages (as opposed to direct or actual damages) arising out
            of, in connection with, or as a result of, this Agreement, any other Loan Document or
            any agreement or instrument


            
             


            
                	
                            
                             

                        	
                            
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            contemplated hereby, the transactions contemplated
            hereby or thereby, any Revolving Loan or Letter of Credit or the use of the proceeds
            thereof. No Indemnitee referred to in subsection (b) above shall be liable for any
            damages arising from the use by unintended recipients of any information or other
            materials distributed by it through telecommunications, electronic or other information
            transmission systems in connection with this Agreement or the other Loan Documents or
            the transactions contemplated hereby or thereby.


            
            (e)
            Payments. All amounts due under this
            Section shall be payable not later than ten Business Days after demand
            therefor.


            
            (f)
            Survival. The agreements in this Section
            shall survive the resignation of an Administrative Agent, the Swing Line Lender and
            Issuing Lender, the replacement of any Lender, the termination of the Revolving
            Commitments and the repayment, satisfaction or discharge of all the other
            Obligations.


            
            Section 10.6.
            Successors and Assigns; Participations and
            Assignments


            
            (a) Successors and
            Assigns Generally. The provisions of this Agreement shall be
            binding upon and inure to the benefit of the parties hereto and their respective
            successors and assigns permitted hereby, except that neither the Co-Borrowers nor any
            other Loan Party may assign or otherwise transfer any of its rights or obligations
            hereunder without the prior written consent of the Administrative Agent and each Lender
            and no Lender may assign or otherwise transfer any of its rights or obligations
            hereunder except (i) to an Eligible Assignee in accordance with the provisions of
            subsection (b) of this Section, (ii) by way of participation in accordance with the
            provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment
            of a security interest subject to the restrictions of subsection (f) of this Section
            (and any other attempted assignment or transfer by any party hereto shall be null and
            void). Nothing in this Agreement, expressed or implied, shall be construed to confer
            upon any Person (other than the parties hereto, their respective successors and assigns
            permitted hereby, Participants to the extent provided in subsection (d) of this Section
            and, to the extent expressly contemplated hereby, the Related Parties of each of the
            Administrative Agent, the Swing Line Lender, the Issuing Lenders and the Lenders) any
            legal or equitable right, remedy or claim under or by reason of this
            Agreement.


            
            (b) Assignments by
            Lenders. Any Lender may at any time assign to one or more
            Eligible Assignee all or a portion of its rights and obligations under this Agreement
            (including all or a portion of its Revolving Commitment and the Revolving Loans
            (including for purposes of this subsection (b), participations in L/C Obligations) at
            the time owing to it); provided
            that


            
            (i) except in the case of an assignment of the entire
            remaining amount of the assigning Lender’s Revolving Commitment and the Revolving
            Loans at the time owing to it or in the case of an assignment to a Lender or an
            Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate
            amount of the Revolving Commitment (which for this purpose includes Revolving Loans
            outstanding thereunder) or, if the Revolving Commitment is not then in effect, the
            principal outstanding balance of the Revolving Loans of the assigning Lender subject to
            each such assignment,


            
             


            
                	
                            
                             

                        	
                            
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            determined as of the date the Assignment and
            Assumption with respect to such assignment is delivered to the Administrative Agent or,
            if the “Trade Date” is specified in the Assignment and Assumption, as of
            the Trade Date, shall not be less than $10,000,000(or in the case of a Lender,
            $5,000,000)unless each of the Administrative Agent and, so long as no Event of Default
            has occurred and is continuing, the Co-Borrowers otherwise consent (each such consent
            not to be unreasonably withheld or delayed);


            
            (ii) each partial assignment shall be made as an
            assignment of a proportionate part of all the assigning Lender’s rights and
            obligations under this Agreement with respect to the Revolving Loans or the Revolving
            Commitment assigned, except that this clause (ii) shall not apply to the Swing Line
            Lender’s rights and obligations in respect of Swing Line Loans;


            
            (iii) any assignment of a Revolving Commitment must be
            approved by the Administrative Agent, the Swing Line Lender, and the Issuing Lenders
            unless the Person that is the proposed assignee is itself a Lender (whether or not the
            proposed assignee would otherwise qualify as an Eligible Assignee); and


            
            (iv) the parties to each assignment shall execute and
            deliver to the Administrative Agent an Assignment and Assumption, together with a
            processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be
            a Lender, shall deliver to the Administrative Agent an Administrative
            Questionnaire.


            
            Subject to acceptance and recording thereof by the
            Administrative Agent pursuant to subsection (c) of this Section, from and after the
            effective date specified in each Assignment and Assumption, the Eligible Assignee
            thereunder shall be a party to this Agreement and, to the extent of the interest
            assigned by such Assignment and Assumption, have the rights and obligations of a Lender
            under this Agreement, and the assigning Lender thereunder shall, to the extent of the
            interest assigned by such Assignment and Assumption, be released from its obligations
            under this Agreement (and, in the case of an Assignment and Assumption covering all of
            the assigning Lender’s rights and obligations under this Agreement, such Lender
            shall cease to be a party hereto) but shall continue to be entitled to the benefits
            of Sections 3.1,
            3.4,
            3.5, and
            10.4 with respect to facts and
            circumstances occurring prior to the effective date of such assignment. Upon request,
            the Co-Borrowers (at their expense) shall execute and deliver a Note to the assignee
            Lender. Any assignment or transfer by a Lender of rights or obligations under this
            Agreement that does not comply with this subsection shall be treated for purposes of
            this Agreement as a sale by such Lender of a participation in such rights and
            obligations in accordance with subsection (d) of this Section.


             


            
            (c)
            Register. The Administrative Agent, acting
            solely for this purpose as an agent of the Co-Borrowers, shall maintain at the
            Administrative Agent’s office a copy of each Assignment and Assumption delivered
            to it and a register for the recordation of the names and addresses of the Lenders, and
            the Revolving Commitments of, and principal amounts of the Revolving Loans and L/C
            Obligations owing to, each Lender pursuant to the terms hereof from time to time (the
            “Register”). The entries
            in the Register shall be conclusive, and the Co-Borrowers, the Administrative Agent and
            the Lenders may treat each Person whose name is recorded in the Register pursuant to
            the terms hereof as a Lender


            
             


            
                	
                            
                             

                        	
                            
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            hereunder for all purposes of this Agreement,
            notwithstanding notice to the contrary. The Register shall be available for inspection
            by each of the Co-Borrowers, the Swing Line Lender, and the Issuing Lender at any
            reasonable time and from time to time upon reasonable prior notice. In addition, at any
            time that a request for a consent for a material or substantive change to the Loan
            Documents is pending, any Lender may request and receive from the Administrative Agent
            a copy of the Register.


            
            (d)
            Participations. Any Lender may at any time,
            without the consent of, or notice to, the Co-Borrowers or the Administrative Agent,
            sell participations to any Person (other than a natural person or a Co-Borrower or any
            of a Co-Borrower’s Affiliates) (each, a
            “Participant”) in all or
            a portion of such Lender’s rights and/or obligations under this Agreement
            (including all or a portion of its Revolving Commitment and/or the Revolving Loans
            (including such Lender’s participations in L/C Obligations) owing to it);
            provided that (i) such Lender’s obligations under this Agreement shall
            remain unchanged, (ii) such Lender shall remain solely responsible to the other
            parties hereto for the performance of such obligations and (iii) the Co-Borrowers,
            the Administrative Agent, the Lenders, the Swing Line Lender, and the Issuing Lenders
            shall continue to deal solely and directly with such Lender in connection with such
            Lender’s rights and obligations under this Agreement.


            
            Any agreement or instrument pursuant to which a
            Lender sells such a participation shall provide that such Lender shall retain the sole
            right to enforce this Agreement and to approve any amendment, modification or waiver of
            any provision of this Agreement; provided
            that such agreement or instrument may provide that such Lender will not,
            without the consent of the Participant, agree to any amendment, waiver or other
            modification described in clause (i) of the first proviso to
            Section 10.1 that affects such Participant.
            Subject to subsection (e) of this Section, the Co-Borrowers agree that each Participant
            shall be entitled to the benefits of Sections
            3.9, 3.10
            and 3.11to the same
            extent as if it were a Lender and had acquired its interest by assignment pursuant to
            subsection (b) of this Section. To the extent permitted by law, each Participant also
            shall be entitled to the benefits of
            Section 10.7as though it were a
            Lender, provided such Participant
            agrees to be subject to Section 3.16
            as though it were a Lender.


             


            
            (e) Limitations upon
            Participant Rights. A Participant shall not be entitled to
            receive any greater payment under Section 3.9
            or 3.10than the
            applicable Lender would have been entitled to receive with respect to the participation
            sold to such Participant, unless the sale of the participation to such Participant is
            made with the Co-Borrower’s prior written consent. A Participant that would be a
            Foreign Lender if it were a Lender shall not be entitled to the benefits of
            Section 3.10 unless the Co-Borrowers
            are notified of the participation sold to such Participant and such Participant agrees,
            for the benefit of the Co-Borrowers, to comply with Section
            3.10 as though it were a Lender.


            
            (f) Certain
            Pledges. Any Lender may at any time pledge or assign a
            security interest in all or any portion of its rights under this Agreement (including
            under its Note, if any) to secure obligations of such Lender, including any pledge or
            assignment to secure obligations to a Federal Reserve Bank; provided that no such
            pledge or assignment shall release such Lender from any of its obligations hereunder or
            substitute any such pledgee or assignee for such Lender as a party
            hereto.


             


            
                	
                            
                             

                        	
                            
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            (g) Electronic Execution
            of Assignments. The words “execution,”
            “signed,” “signature,” and words of like import in any
            Assignment and Assumption shall be deemed to include electronic signatures or the
            keeping of records in electronic form, each of which shall be of the same legal effect,
            validity or enforceability as a manually executed signature or the use of a paper-based
            recordkeeping system, as the case may be, to the extent and as provided for in any
            applicable law, including the Federal Electronic Signatures in Global and National
            Commerce Act, the New York State Electronic Signatures and Records Act, or any other
            similar state laws based on the Uniform Electronic Transactions Act.


            
            Section 10.7.
            Set-off. In addition
            to any rights and remedies of the Lenders, the Swing Line Lender,the Issuing Lenders or
            each of their respective Affiliates provided by law, each Lender, the Swing Line
            Lender, the Issuing Lenders and each of their respective Affiliates shall have the
            right, without prior notice to the Company or the Co-Borrowers, any such notice being
            expressly waived by the Company and the Co-Borrowers to the extent permitted by
            applicable law, upon any amount becoming due and payable by the Company or the
            Co-Borrowers hereunder (whether at the stated maturity, by acceleration or otherwise),
            to set off and appropriate and apply against such amount any and all deposits (general
            or special, time or demand, provisional or final), in any currency, and any other
            credits, indebtedness or claims, in any currency, in each case whether direct or
            indirect, absolute or contingent, matured or unmatured, at any time held or owing by
            such Lender or any branch or agency thereof to or for the credit or the account of the
            Company or the Co-Borrowers, as the case may be. Each Lender, the Swing Line Lender,
            and Issuing Lender agrees promptly to notify the Co-Borrowers and the Administrative
            Agent after any such setoff and application made by such Lender, provided that the
            failure to give such notice shall not affect the validity of such setoff and
            application.


            
            Section 10.8.
            Counterparts. This
            Agreement may be executed by one or more of the parties to this Agreement on any number
            of separate counterparts, and all of said counterparts taken together shall be deemed
            to constitute one and the same instrument. Delivery of an executed signature page of
            this Agreement by facsimile transmission shall be effective as delivery of a manually
            executed counterpart hereof. A set of the copies of this Agreement signed by all the
            parties shall be lodged with the Co-Borrowers and the Administrative
            Agent.


            
            Section 10.9.
            Severability. Any
            provision of this Agreement that is prohibited or unenforceable in any jurisdiction
            shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
            unenforceability without invalidating the remaining provisions hereof, and any such
            prohibition or unenforceability in any jurisdiction shall not invalidate or render
            unenforceable such provision in any other jurisdiction.


            
            NAME="TOC117">SECTION
            10.10. Integration. This
            Agreement and the other Loan Documents represent the entire agreement of the Company,
            the Co-Borrowers, the Administrative Agent and the Lenders with respect to the subject
            matter hereof and thereof, and there are no promises, undertakings, representations or
            warranties by the Administrative Agent or any Lender relative to subject matter hereof
            not expressly set forth or referred to herein or in the other Loan Documents.
            THIS WRITTEN AGREEMENT
            AND THE OTHER LOAN
            DOCUMENTS REPRESENT THE
            FINAL AGREEMENT BETWEEN THE
            PARTIES AND MAY


            
             


            
                	
                            
                             

                        	
                            
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            STYLE='PAGE-BREAK-BEFORE:ALWAYS'>

            

            


            
            NOT BE
            CONTRADICTED BY EVIDENCE OF
            PRIOR, CONTEMPORANEOUS, OR
            SUBSEQUENT ORAL AGREEMENTS
            OF THE PARTIES.


            
            There are no unwritten oral agreements between the
            Parties.


            
            Section 10.11.
            GOVERNING LAW.
            THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
            THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
            THE LAW OF THE STATE OF TEXAS.


            
            Section 10.12.
            Submission To Jurisdiction;
            Waivers. Each of the Company and the Co-Borrowers hereby
            irrevocably and unconditionally:


            
            (a) submits for itself and its property in any legal
            action or proceeding relating to this Agreement and the other Loan Documents to which
            it is a party, or for recognition and enforcement of any judgment in respect thereof,
            to the non-exclusive general jurisdiction of the courts of the State of Texas, the
            courts of the United States for the Northern District of Texas, and appellate courts
            from any thereof;


            
            (b) consents that any such action or proceeding may be
            brought in such courts and waives any objection that it may now or hereafter have to
            the venue of any such action or proceeding in any such court or that such action or
            proceeding was brought in an inconvenient court and agrees not to plead or claim the
            same;


            
            (c) agrees that service of process in any such
            action or proceeding may be effected by mailing a copy thereof by registered or
            certified mail (or any substantially similar form of mail), postage prepaid, to the
            Company or the Co-Borrowers, as the case may be at its address set forth on
            Schedule 10.2 or at such other address of
            which the Administrative Agent shall have been notified pursuant
            thereto;


            
            (d) agrees that nothing herein shall affect the right to
            effect service of process in any other manner permitted by law or shall limit the right
            to sue in any other jurisdiction; and


            
            (e) waives, to the maximum extent not prohibited by law,
            any right it may have to claim or recover in any legal action or proceeding referred to
            in this Section any special, exemplary, punitive or consequential damages.


            
            Section 10.13.
            Acknowledgments. Each of the Company and the Co-Borrowers hereby acknowledges
            that:


            
            (a) it has been advised by counsel in the negotiation,
            execution and delivery of this Agreement and the other Loan Documents;


            
            (b) neither the Administrative Agent nor any Lender has
            any fiduciary relationship with or duty to the Company or the Co-Borrowers arising out
            of or in connection with this Agreement or any of the other Loan Documents, and the
            relationship between the


            
             


            
                	
                            
                             

                        	
                            
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            Administrative Agent and Lenders, on one hand, and the
            Company and the Co-Borrowers, on the other hand, in connection herewith or therewith is
            solely that of creditor and debtor; and


            
            (c) no joint venture is created hereby or by the other
            Loan Documents or otherwise exists by virtue of the transactions contemplated hereby
            among the Lenders or among the Company, the Co-Borrowers and the Lenders.


            
            Section 10.14. Releases of
            Guarantees and Liens; Designation of Subsidiaries.


            
            (a) Notwithstanding anything to the contrary
            contained herein or in any other Loan Document, the Administrative Agent is hereby
            irrevocably authorized by each Lender (without requirement of notice to or consent of
            any Lender except as expressly required by Section
            10.1) to take any action requested by the Co-Borrowers having
            the effect of releasing any Collateral or guarantee obligations (i) to the extent
            necessary to permit consummation of any transaction not prohibited by any Loan Document
            or that has been consented to in accordance with Section
            10.1 or (ii) to release Collateral to the extent provided in
            paragraph (c) of this Section 10.14
            or (iii) at such time as the Revolving Loans, the L/C Obligations and
            the other obligations under the Loan Documents (other than obligations under or in
            respect of Hedge Agreements) shall have been paid in full, the Revolving Commitments
            have been terminated and no Letters of Credit shall be outstanding. In connection with
            the releases of Collateral and guarantee obligations under subpart (iii) of this
            Section, the Collateral shall be released from the Liens created by the Security
            Documents, and the Security Documents and all obligations (other than those expressly
            stated to survive such termination) of the Administrative Agent and each Loan Party
            under the Security Documents shall terminate, all without delivery of any instrument or
            performance of any act by any Person.


            
            (b) Notwithstanding anything to the contrary
            contained herein or in any other Loan Document, in the event that, after the Closing
            Date, the Co-Borrowers shall designate a Subsidiary Guarantor or any newly created or
            acquired Subsidiary as an Unrestricted Subsidiary, and so long as the Investment
            resulting from such designation is permitted under Section
            7.7 (and a Responsible Officer has certified in writing
            thereto to the Administrative Agent), the Administrative Agent is hereby irrevocably
            authorized by each Lender (without requirement of notice to or consent of any Lender
            except as expressly required by Section
            10.1) to take any action requested by the Co-Borrowers having
            the effect of releasing any guarantee obligations of any such Subsidiary Guarantor or
            newly created or acquired Subsidiary that has been so designated.


            
            (c) The Administrative Agent may release a portion of
            the Collateral from time to time without notice to or consent of any Lender so long as
            (i) no Default or Event of Default has occurred and is continuing, (ii) no Borrowing
            Base Deficiency shall exist, and (iii) the aggregate value of the Collateral released
            in the period between any two regular semi-annual Determination Dates on which the
            Collateral Value is designated (or the period between the last regular semi-annual
            Determination Date on which the Collateral Value is designated in the Revolving
            Commitment Period and the Revolving Termination Date) including any Collateral released
            pursuant to a Disposition shall not exceed the sum of (A) the amount, if any, by
            which the Collateral Value most recently designated exceeded 150% of the greater of (i)
            the Total Revolving Commitments, or if the Borrowing Base is


            
             


            
                	
                            
                             

                        	
                            
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            applicable and is less, the then effective Borrowing
            Base, and (ii) the Total Revolving Extensions of Credit plus (B) $75,000,000. The
            Administrative Agent shall release Collateral pursuant to this paragraph (c) only upon,
            and shall be protected in relying upon, a certificate of Co-Borrowers to the effect
            that the conditions of the preceding sentence exist with respect to the requested
            release of Collateral.


            
            Section 10.15
            Confidentiality. Each
            of the Administrative Agent, the Swing Line Lender, the Lenders and the Issuing Lenders
            agree to maintain the confidentiality of the Information (as defined below), except
            that Information may be disclosed (a) to its Affiliates and to its and its
            Affiliates’ respective partners, directors, officers, employees, agents, advisors
            and representatives (it being understood that the Persons to whom such disclosure is
            made will be informed of the confidential nature of such Information and instructed to
            keep such Information confidential), (b) to the extent requested by any regulatory
            authority purporting to have jurisdiction over it (including any self-regulatory
            authority, such as the National Association of Insurance Commissioners), (c) to the
            extent required by applicable laws or regulations or by any subpoena or similar legal
            process, (d) to any other party hereto, (e) in connection with the exercise of any
            remedies hereunder or under any other Loan Document or any action or proceeding
            relating to this Agreement or any other Loan Document or the enforcement of rights
            hereunder or thereunder, (f) subject to an agreement containing provisions
            substantially the same as those of this Section, to (i) any assignee of or Participant
            in, or any prospective assignee of or Participant in, any of its rights or obligations
            under this Agreement or (ii) any actual or prospective counterparty (or its advisors)
            to any swap or derivative transaction relating to the Co-Borrowers and their
            obligations, (g) with the consent of the Co-Borrowers or (h) to the extent such
            Information (x) becomes publicly available other than as a result of a breach of this
            Section or (y) becomes available to the Administrative Agent, the Swing Line Lender,
            any Lender, any Issuing Lender or any of their respective Affiliates on a
            nonconfidential basis from a source other than a Group Member, unless such
            Administrative Agent, Swing Line Lender, Lender, Issuing Lender or Affiliate has actual
            knowledge that such source owes an obligation of confidence to a Group Member with
            respect to such Information.


            
            For purposes of this Section,
            “Information” means all information received from the Company, the
            Co-Borrowers or any Subsidiary relating to the Company, the Co-Borrowers or any
            Subsidiary or any of their respective businesses, other than any such information that
            is available to the Administrative Agent, the Swing Line Lender, any Lender or any
            Issuing Lender on a nonconfidential basis prior to disclosure by the Company, the
            Co-Borrowers or any Subsidiary, provided
            that, in the case of information received from the Company, the
            Co-Borrowers or any Subsidiary after the date hereof, such information is clearly
            identified at the time of delivery as confidential. Any Person required to maintain the
            confidentiality of Information as provided in this Section shall be considered to have
            complied with its obligation to do so if such Person has exercised the same degree of
            care to maintain the confidentiality of such Information as such Person would accord to
            its own confidential information.


            
            The Administrative Agent and each of the Lenders
            acknowledges that (a) the Information may include material non-public information
            concerning the Company, the Co-Borrowers or a Subsidiary, as the case may be, (b) it
            has developed compliance procedures regarding the use of


             


            
                	
                            
                             

                        	
                            
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            material non-public information and (c) it will handle
            such material non-public information in accordance with applicable Law, including
            Federal and state securities Laws.


            
            Section 10.16.
            WAIVERS OF JURY
            TRIAL. THE COMPANY, THE CO-BORROWERS, THE
            ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL
            BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
            DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. EACH PARTY HERETO (A) CERTIFIES THAT NO
            REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR
            OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
            ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
            HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG
            OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
            SECTION.


            
            Section 10.17.
            Special Provisions.


            
            (a)       
            Effective on the Closing Date (i) this Agreement renews and extends (and
            does not release or novate) the indebtedness and obligations outstanding under the
            Existing Credit Agreement, (ii) the commitments under the Existing Credit Agreement are
            renewed and replaced by the commitments to Co-Borrowers hereunder and all other
            covenants and provisions of the Existing Credit Agreement are terminated, except
            provisions that expressly survive such termination pursuant to the terms of the
            Existing Credit Agreement, including indemnification provisions, (iii) all Liens and
            Guarantees securing or benefiting the commitments, obligations and liabilities under
            the Existing Credit Agreement shall continue and shall secure and benefit the Loans and
            other obligations and liabilities of the Co-Borrowers under this Agreement, and the
            Security Documents delivered pursuant to this Agreement shall amend and restate the
            Liens and Guarantees securing or benefiting the commitments, obligations and
            liabilities under the Existing Credit Agreement whether or not any such Security
            Document so expressly states.


             


            
            (b)         
            From and after the Closing Date, (i) each Lender (as defined in the
            Existing Credit Agreement) that has not entered into this Agreement on the Closing Date
            (and will not have a Revolving Commitment hereunder) (an
            “Exiting Lender”) shall
            cease to be a party to this Agreement, (ii) no Exiting Lender shall have any
            obligations or liabilities under this Agreement with respect to the period from and
            after the Closing Date and, without limiting the foregoing, no Exiting Lender shall
            have any Revolving Commitment under this Agreement or any participation in any Letter
            of Credit outstanding hereunder, (iii) all Existing Letters of Credit will be deemed
            outstanding under this Agreement and will be governed as if issued under this
            Agreement, (iv) no Exiting Lender shall have any rights under this Agreement or any
            other Loan Document (other than rights under the Existing Credit Agreement expressly
            stated to survive the termination of such agreement and the repayment of amounts
            outstanding thereunder).


             


            
            (c)         
            The Existing Lenders hereby waive any requirements for notice of
            prepayment and the payment of any related prepayment penalties, minimum amounts of
            prepayments of Loans (as defined in the Existing Credit Agreement), ratable reductions
            of the commitments of


             


            
                	
                            
                             

                        	
                            
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            the Lenders under the Existing Credit Agreement and
            ratable payments on account of the principal or interest of any Loan (as defined in the
            Existing Credit Agreement) under the Existing Credit Agreement to the extent such
            prepayment, reductions or payments are required pursuant thereto.


             


            
            (d)        
            The Lenders hereby authorize the Administrative Agent and the
            Co-Borrowers to request Borrowings from the Lenders, to make prepayments of Loans (as
            defined in the Existing Credit Agreement), to reduce commitments under the Existing
            Credit Agreement among the Existing Lenders in order to ensure that, upon the Closing
            Date, the Loans of the Lenders shall be outstanding on a ratable basis in accordance
            with their respective Revolving Percentages and that the Revolving Commitments shall be
            as set forth on Schedule 2.01 to the Agreement and no such Borrowing, prepayment or
            reduction shall violate any provisions of the Existing Credit Agreement or this
            Agreement. The Lenders hereby confirm that, from and after the Closing Date, all
            participations of the Lenders in respect of Letters of Credit outstanding under the
            Credit Agreement (including Existing Letters of Credit) shall be based upon the
            Revolving Percentages of the Lenders.


             


            
            (e)         
            From and after the Closing Date, each CNR Hedging Lender (as defined in
            the Existing Credit Agreement) acknowledges, for itself and on behalf of any Affiliate
            of such CNR Hedging Lender holding Existing CNR Hedging Obligations (as defined in the
            Existing Credit Agreement) that (i) the Individual CNR Hedging Obligation Allocation
            (as defined in the Existing Credit Agreement) of such CNR Hedging Lender has been
            terminated, (ii) such CNR Hedging Lender has received a Pari Passu Hedging Obligation
            Allocation in place of such terminated Individual CNR Hedging Obligation Allocation,
            and (iii) obligations under the Lender Hedge Agreement of such CNR Hedging Lender which
            exceed such Pari Passu Hedging Obligation Allocation shall not be Pari Passu Hedging
            Obligations and shall not be considered Obligations for purposes of each of the
            Security Documents and shall not be secured by all the Collateral granted
            thereunder.


             


            
            Section 10.18.
            Limitation on
            Interest. The Lenders, the Loan Parties and any other parties
            to the Loan Documents intend to contract in strict compliance with applicable usury law
            from time to time in effect. In furtherance thereof such Persons stipulate and agree
            that none of the terms and provisions contained in the Loan Documents shall ever be
            construed to create a contract to pay, for the use, forbearance or detention of money,
            interest in excess of the maximum amount of interest permitted to be charged by
            applicable law from time to time in effect. No Loan Party nor any present or future
            guarantors, endorsers, or other Persons hereafter becoming liable for payment of any
            Obligation shall ever be liable for unearned interest thereon or shall ever be required
            to pay interest thereon in excess of the maximum amount that may be lawfully charged
            under applicable law from time to time in effect, and the provisions of this Section
            shall control over all other provisions of the Loan Documents which may be in conflict
            or apparent conflict herewith. The Lenders expressly disavow any intention to charge or
            collect excessive unearned interest or finance charges in the event the maturity of any
            Obligation is accelerated. If (a) the maturity of any Obligation is accelerated for any
            reason, (b) any Obligation is prepaid and as a result any amounts held to constitute
            interest are determined to be in excess of the legal maximum, or (c) any Lender or any
            other holder of any or all of the Obligations shall otherwise collect moneys which are
            determined


            
             


            
                	
                            
                             

                        	
                            
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            to constitute interest which would otherwise increase
            the interest on any or all of the Obligations to an amount in excess of that permitted
            to be charged by applicable law then in effect, then all sums determined to constitute
            interest in excess of such legal limit shall, without penalty, be promptly applied to
            reduce the then outstanding principal of the related Obligations or, at such
            Lender’s or holder’s option, promptly returned to the Co-Borrowers or the
            other payor thereof upon such determination. In determining whether or not the interest
            paid or payable, under any specific circumstances, exceeds the maximum amount permitted
            under applicable law, the Lenders and the Loan Parties (and any other payors thereof)
            shall to the greatest extent permitted under applicable law, (i) characterize any
            non-principal payment as an expense, fee or premium rather than as interest, (ii)
            exclude voluntary prepayments and the effects thereof, and (iii) amortize, prorate,
            allocate, and spread the total amount of interest throughout the entire contemplated
            term of the instruments evidencing the Obligations in accordance with the amounts
            outstanding from time to time thereunder and the maximum legal rate of interest from
            time to time in effect under applicable law in order to lawfully charge the maximum
            amount of interest permitted under applicable law. In the event applicable law provides
            for an interest ceiling under Chapter 303 of the Texas Finance Code, that ceiling shall
            be the weekly ceiling and shall be used when appropriate in determining the maximum
            amount of interest permitted to be charged.


            
            Section 10.19.
            Obligations Joint and
            Several. Each Co-Borrower hereby acknowledges and undertakes,
            together with each other Co-Borrower, joint and several liability for the punctual
            payment when due, whether at stated maturity, by acceleration or otherwise, of all
            Obligations of the Co-Borrowers under this Agreement and the other Loan Documents. Each
            Co-Borrower expressly acknowledges that it has benefited and will benefit, directly and
            indirectly, from each extension of credit hereunder. Each Co-Borrower hereby
            acknowledges that this Agreement is the independent and several obligation of each
            Co-Borrower and may be enforced against each Co-Borrower separately, whether or not
            enforcement of any right or remedy hereunder has been sought against any other
            Co-Borrower. Each Co-Borrower further agrees that its liability hereunder and under any
            other Loan Document shall be absolute, unconditional, continuing and irrevocable. Each
            Co-Borrower expressly waives any requirement that any Lender, Administrative Agent, the
            Swing Line Lender, or Issuing Lender exhaust any right, power or remedy and proceed
            against any other Co-Borrower under this Agreement or any other Loan Documents, or
            against any Subsidiary Guarantor or other person under any guaranty of, or security
            for, any of the Obligations. Each Co-Borrower hereby waives all defenses and
            limitations arising under or relating to principals of suretyship or guarantee and all
            other defenses and limitations in respect of its joint and several liability for the
            Obligations. If acceleration of the time for payment of any amount payable by a
            Co-Borrower with respect to the Obligations is stayed upon the insolvency, bankruptcy,
            or reorganization of any other Co-Borrower, all such amounts otherwise subject to
            acceleration under the terms of this Agreement shall nonetheless be payable by the
            other Co-Borrower hereunder forthwith on demand.


            
            Section 10.20.
            USA Patriot Act
            Notice. Each Lender that is subject to the Act (as
            hereinafter defined) and the Administrative Agent (for itself and not on behalf of any
            Lender) hereby notifies each of the Co-Borrowers that pursuant to the requirements of
            the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
            2001))(the “Act”), it is required to obtain, verify and record information
            that identifies the Co-Borrowers, which


            
             


            
                	
                            
                             

                        	
                            
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            information includes the name and address of the
            Co-Borrowers and other information that will allow such Lender or the Administrative
            Agent, as applicable, to identify the Co-Borrowers in accordance with the
            Act.


             


            
            [The remainder
            of this page intentionally left blank. Signature page
            follows.]


            


             


            
                	
                            
                             

                        	
                            
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            IN WITNESS WHEREOF, the parties hereto have caused this
            Agreement to be duly executed and delivered by their proper and duly authorized
            officers as of the day and year first above written.


            
             


            
            CHESAPEAKE ENERGY CORPORATION


            
             


            
                	
                            
                             

                        	
                            
                            By:

                        	
                            
                            /s/ Jennifer M.
                            Grigsby

                        


            


            
                	
                            
                             

                        	
                            
                            Jennifer M. Grigsby

                        


            


            
                	
                            
                             

                        	
                            
                            Treasurer and Senior Vice
                            President

                        


            


            
            CHESAPEAKE EXPLORATION, L.L.C.


            
             


            
                	
                            
                             

                        	
                            
                            By:

                        	
                            
                            /s/ Jennifer M.
                            Grigsby

                        


            


            
                	
                            
                             

                        	
                            
                            Jennifer M. Grigsby

                        


            


            
                	
                            
                             

                        	
                            
                            Treasurer and Senior Vice
                            President

                        


            


            
            CHESAPEAKE APPALACHIA, L.L.C.


            
             


            
                	
                            
                             

                        	
                            
                            By:

                        	
                            
                            /s/ Jennifer M.
                            Grigsby

                        


            


            
                	
                            
                             

                        	
                            
                            Jennifer M. Grigsby

                        


            


            
                	
                            
                             

                        	
                            
                            Treasurer and Senior Vice
                            President

                        


            


            
             


            
            UNION BANK OF CALIFORNIA,
            N.A., as Administrative Agent, as Swing Line Lender, as an
            Issuing Lender and as a Lender


            
             


            
                	
                            
                             

                        	
                            
                            By:/s/
                            Randall L. Osterberg

                        


            


            
            Name: Randall L. Osterberg


            
                	
                            
                             

                        	
                            
                            Title:

                        	
                            
                            Senior Vice President – US
                            Marketing

                        


            


            
                	
                            
                             

                        	
                            
                            Manager

                        


            


            
             


            
            By:/s/ Sean M.
            Murphy


            
            Name: Sean M. Murphy


            
                	
                            
                             

                        	
                            
                            Title:

                        	
                            
                            Senior Vice President