REOSTAR ENERGY CORP - Exhibit 10.1






EXHIBIT 10.1





   

$25,000,000 

  

  CREDIT AGREEMENT 

  

  Among 

  

  REOSTAR ENERGY, CORPORATION 

  

  as Borrower, 

  

  THE LENDERS PARTY HERETO FROM TIME TO TIME 

  

  as Lenders, 

  

  and 

  

  UNION BANK OF CALIFORNIA, N.A. 

  

  as Administrative Agent and as Issuing Lender 

  

  October 30, 2008 
















  



TABLE OF CONTENTS 



	ARTICLE I 	DEFINITIONS AND ACCOUNTING TERMS 	   1	 






	 	Section 1.01 	Certain Defined Terms 	   1	 
	 	 	 	 	 
	 	Section 1.02 	Computation of Time Periods 	 19	 
	 	 	 	 	 
	 	Section 1.03 	Accounting Terms; Changes in GAAP 	 19	 
	 	 	 	 	 
	 	Section 1.04 	Types of Advances 	20	 
	 	 	 	 	 
	 	Section 1.05 	Miscellaneous 	20	 
	 	 	 	 	 


	ARTICLE II 	CREDIT FACILITIES	20	 




	 	Section 2.01 	Commitment for Advances 	20	 
	 	 	 	 	 
	 	Section 2.02 	Borrowing Base 	20	 
	 	 	 	 	 
	 	Section 2.03 	Method of Borrowing 	23	 
	 	 	 	 	 
	 	Section 2.04 	Reduction of the Commitments 	25	 
	 	 	 	 	 
	 	Section 2.05 	Prepayment of Advances	26	 
	 	 	 	 	 
	 	Section 2.06 	Repayment of Advances 	28	 
	 	 	 	 	 
	 	Section 2.07 	Letters of Credit 	28	 
	 	 	 	 	 
	 	Section 2.08 	Fees 	 33	 
	 	 	 	 	 
	 	Section 2.09 	Interest 	 33	 
	 	 	 	 	 
	 	Section 2.10 	Payments and Computations 	35 	 
	 	 	 	 	 
	 	Section 2.11 	Sharing of Payments, Etc 	35 	 
	 	 	 	 	 
	 	Section 2.12 	Breakage Costs	36	 
	 	 	 	 	 
	 	Section 2.13 	Increased Costs 	36	 
	 	 	 	 	 
	 	Section 2.14 	Taxes 	38	 
	 	 	 	 	 
	 	Section 2.15 	Replacement of Lender 	40	 
	 	 	 	 	 


	ARTICLE III 	CONDITIONS OF LENDING	41	 




	 	Section 3.01 	Conditions Precedent to Initial Borrowings
      and the Initial Letter of Credit	 41	 
	 	 	 	 	 
	 	Section 3.02 	Conditions Precedent to All Borrowings	 44 	 




	ARTICLE IV 	REPRESENTATIONS AND WARRANTIES	 45	 




	 	Section 4.01 	Existence; Subsidiaries 	 45	 
	 	 	 	 	 
	 	Section 4.02 	Power	 45	 
	 	 	 	 	 
	 	Section 4.03 	Authorization and Approvals 	 45	 
	 	 	 	 	 
	 	Section 4.04	Enforceable Obligations	46	 
	 	 	 	 	 
	 	Section 4.05	Financial Statements 	46	 






-i- 









	 	Section 4.06 	 True and Complete Disclosure 	46	 
	 	 	 	 	 
	 	Section 4.07 	Litigation; Compliance with Laws 	47	 
	 	 	 	 	 
	 	Section 4.08 	Use of Proceeds 	47	 
	 	 	 	 	 
	 	Section 4.09 	Investment Company Act 	47	 
	 	 	 	 	 
	 	Section 4.10 	Taxes 	47 	 
	 	 	 	 	 
	 	Section 4.11 	Pension Plans 	48 	 
	 	 	 	 	 
	 	Section 4.12 	No Burdensome Restrictions; No Defaults 	49	 
	 	 	 	 	 
	 	Section 4.13	 Environmental Condition 	49	 
	 	 	 	 	 
	 	Section 4.14 	Permits, Licenses, Etc 	50 	 
	 	 	 	 	 
	 	Section 4.15 	Gas Contracts 	50 	 
	 	 	 	 	 
	 	Section 4.16 	Liens; Titles, Leases, Etc 	51 	 
	 	 	 	 	 
	 	Section 4.17 	Solvency and Insurance	51 	 
	 	 	 	 	 
	 	Section 4.18 	Material Agreements 	51 	 
	 	 	 	 	 
	 	Section 4.19 	Hedging Agreements 	51 	 




	ARTICLE V 	AFFIRMATIVE COVENANTS	 52	 




	 	Section 5.01 	Compliance with Laws, Etc 	 52	 
	 	 	 	 	 
	 	Section 5.02 	Maintenance of Insurance 	 52	 
	 	 	 	 	 
	 	Section 5.03 	Preservation of Corporate Existence, Etc 	 53	 
	 	 	 	 	 
	 	Section 5.04 	Payment of Taxes, Etc 	 53	 
	 	 	 	 	 
	 	Section 5.05 	Visitation Rights 	 53	 
	 	 	 	 	 
	 	Section 5.06 	Reporting Requirements 	 53	 
	 	 	 	 	 
	 	Section 5.07 	Maintenance of Property	 58	 
	 	 	 	 	 
	 	Section 5.08 	Agreement to Pledge 	 58	 
	 	 	 	 	 
	 	Section 5.09 	Use of Proceeds 	 58	 
	 	 	 	 	 
	 	Section 5.10 	Title Evidence 	 58	 
	 	 	 	 	 
	 	Section 5.11 	Further Assurances; Cure of Title Defects 	 58	 
	 	 	 	 	 
	 	Section 5.12 	Material Agreements 	59	 
	 	 	 	 	 
	 	Section 5.13 	Leases; Development and Maintenance 	59	 




	ARTICLE VI 	NEGATIVE COVENANTS 	59	 




	 	Section 6.01 	Liens, Etc 	60	 
	 	 	 	 	 
	 	Section 6.02 	Debts, Guaranties, and Other Obligations 	61	 
	 	 	 	 	 
	 	Section 6.03 	Agreements Restricting Liens and Distributions	62	 
	 	 	 	 	 
	 	Section 6.04 	Merger or Consolidation; Asset Sales	62	 






-ii-  







	 	Section 6.05 	Restricted Payments 	63	 
	 	 	 	 	 
	 	Section 6.06 	Investments 	63	 
	 	 	 	 	 
	 	Section 6.07 	Affiliate Transactions 	 63	 
	 	 	 	 	 
	 	Section 6.08 	Compliance with ERISA 	 64	 
	 	 	 	 	 
	 	Section 6.09 	Sale-and-Leaseback 	 64	 
	 	 	 	 	 
	 	Section 6.10 	Change of Business 	 65	 
	 	 	 	 	 
	 	Section 6.11 	Organizational Documents, Name Change 	 65	 
	 	 	 	 	 
	 	Section 6.12	 Use of Proceeds; Letters of Credit	 65	 
	 	 	 	 	 
	 	Section 6.13 	Gas Imbalances, Take-or-Pay or Other Prepayments
      	 65	 
	 	 	 	 	 
	 	Section 6.14 	Limitation on Hedging. 	 65	 
	 	 	 	 	 
	 	Section 6.15 	Maintain Hedge Contracts 	66	 
	 	 	 	 	 
	 	Section 6.16 	Additional Subsidiaries 	66	 
	 	 	 	 	 
	 	Section 6.17 	Working Capital 	66	 
	 	 	 	 	 
	 	Section 6.18 	Leverage Ratio 	67	 
	 	 	 	 	 
	 	Section 6.19 	Interest Coverage Ratio 	67	 
	 	 	 	 	 
	 	Section 6.20 	Account Payables 	67	 
	 	 	 	 	 
	 	Section 6.21 	Capital Expenditures 	67	 
	 	 	 	 	 
	 	Section 6.22 	Subordinated Debt 	67	 
	 	 	 	 	 
	 	Section 6.23 	Operating Leases 	68 	 




	ARTICLE VII 	EVENTS OF DEFAULT; REMEDIES 	68 	 




	 	Section 7.01 	Events of Default 	68 	 
	 	 	 	 	 
	 	Section 7.02 	Optional Acceleration of Maturity 	70	 
	 	 	 	 	 
	 	Section 7.03 	Automatic Acceleration of Maturity 	71	 
	 	 	 	 	 
	 	Section 7.04 	Right of Set-off 	71	 
	 	 	 	 	 
	 	Section 7.05 	Non-exclusivity of Remedies	72	 
	 	 	 	 	 
	 	Section 7.06 	Application of Proceeds	72	 




	ARTICLE VIII 	THE ADMINISTRATIVE AGENT AND THE ISSUING LENDER
      	72	 




	 	Section 8.01 	Authorization and Action 	72	 
	 	 	 	 	 
	 	Section 8.02 	Administrative Agent's Reliance, Etc 	73	 
	 	 	 	 	 
	 	Section 8.03 	The Administrative Agent and Its Affiliates
      	73	 
	 	 	 	 	 
	 	Section 8.04	 Lender Credit Decision 	73	 
	 	 	 	 	 
	 	Section 8.05 	Indemnification 	 74	 
	 	 	 	 	 
	 	Section 8.06 	Successor Administrative Agent and Issuing
      Lender 	 75	 






-iii- 







	 	Section 8.07 	Additional Agents  	76	 
	 	 	 	 	 
	 	Section 8.08 	Collateral Matters 	76	 
	 	 	 	 	 


	ARTICLE IX 	MISCELLANEOUS 	77	 




	 	Section 9.01 	Amendments, Etc	77	 
	 	 	 	 	 
	 	Section 9.02 	Notices, Etc	77	 
	 	 	 	 	 
	 	Section 9.03 	No Waiver; Remedies 	77	 
	 	 	 	 	 
	 	Section 9.04 	Costs and Expenses	78	 
	 	 	 	 	 
	 	Section 9.05 	Binding Effect 	78	 
	 	 	 	 	 
	 	Section 9.06 	Lender Assignments and Participations 	78	 
	 	 	 	 	 
	 	Section 9.07 	Indemnification 	80	 
	 	 	 	 	 
	 	Section 9.08 	Execution in Counterparts 	81	 
	 	 	 	 	 
	 	Section 9.09 	Survival of Representations, Etc	81	 
	 	 	 	 	 
	 	Section 9.10 	Severability 	81	 
	 	 	 	 	 
	 	Section 9.11 	Business Loans 	81	 
	 	 	 	 	 
	 	Section 9.12 	Governing Law	81	 
	 	 	 	 	 
	 	Section 9.13 	Submission to Jurisdiction 	81	 
	 	 	 	 	 
	 	Section 9.14 	WAIVER OF JURY TRIAL 	82	 
	 	 	 	 	 
	 	Section 9.15 	USA Patriot Act 	82	 
	 	 	 	 	 
	 	Section 9.16 	PRIOR OR ORAL AGREEMENTS 	82	 




	EXHIBITS: 	 	 	 




	 	Exhibit A 	-	Form of Assignment and Acceptance 	 
	 	Exhibit B	-	Form of Compliance Certificate 	 
	 	Exhibit C 	-	Form of Guaranty 	 
	 	Exhibit D 	-	Form of Mortgage 	 
	 	Exhibit E 	-	Form of Note 	 
	 	Exhibit F 	-	Form of Notice of Borrowing 	 
	 	Exhibit G 	-	Form of Notice of Conversion or Continuation
      	 
	 	Exhibit H 	-	Form of Pledge Agreement 	 
	 	Exhibit I 	-	Form of Security Agreement 	 
	 	Exhibit J 	-	Form of Transfer Letters 	 
	 	Exhibit K 	-	Form of Borrower's Counsel Opinion 	 




SCHEDULES: 



	 	Schedule I 	-	Borrower, Administrative Agent, and Lender
      Information  	 
	 	Schedule 1.01(a) 	-	Refinancing Debt 	 
	 	Schedule 1.01(b) 	-	Subordinated Debt 	 






-iv- 







	 	Schedule 4.01 	-	Equity Interests  	 
	 	Schedule 4.05 	-	Permitted Debt 	 
	 	Schedule 4.19 	-	Material Agreements 	 
	 	Schedule 4.20 	-	Hedging Agreements 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 






-v- 







CREDIT AGREEMENT 



                 This
Credit Agreement dated as of October 30, 2008 is among ReoStar Energy, Corporation,
a Nevada corporation ("Borrower"), the lenders party hereto from time to time
("Lenders"), and Union Bank of California, N.A., as administrative agent for such
Lenders (in such capacity, the "Administrative Agent") and as issuing lender for
such Lenders (in such capacity, the "Issuing Lender"). 



                 The
Borrower, Lenders, Administrative Agent, and Issuing Lender hereby agree as follows:




ARTICLE I 



DEFINITIONS AND ACCOUNTING TERMS 



                 Section
1.01 Certain Defined Terms. As used in this Agreement, the terms defined above
shall have the meanings set forth therein and the following terms shall have the
following meanings (unless otherwise indicated, such meanings to be equally applicable
to both the singular and plural forms of the terms defined): 



                 "Acceptable
Security Interest" in any Property means a Lien which (a) exists in favor of the
Administrative Agent for the benefit of the Secured Parties, (b) is superior to
all Liens or rights of any other Person in the Property encumbered thereby, other
than Permitted Subject Liens, (c) secures the Obligations, and (d) is perfected
and enforceable. 



                 "Acquisition"
means any transaction, or any series of related transactions, consummated on or
after the date of this Agreement, by which the Borrower or any of its Subsidiaries
(a) acquires any going business or all or substantially all of the assets of any
firm, corporation, general partnership, limited liability partnership or limited
liability company, or division thereof, whether through the purchase of assets,
merger or otherwise or (b) directly or indirectly acquires (in one transaction
or as the most recent transaction in a series of transactions) at least a majority
(in number of votes) of the securities of a corporation which have ordinary voting
power for the election of directors (other than securities having such power only
by reason of the happening of a contingency) or a majority (by percentage or voting
power) of the outstanding ownership interests of a partnership or limited liability
company. 



                 "Adjusted
Reference Rate" means, for any day, the fluctuating rate per annum of interest
equal to the greatest of (a) the Reference Rate in effect on such day, (b) the
Federal Funds Rate in effect on such day plus 1⁄2 of 1% and (c) the Eurodollar Rate
for an Interest Period of one month. 



                 "Administrative
Agent" means Union Bank of California, N.A. in its capacity as agent pursuant
to Article VIII, and any successor agent pursuant to Section 8.06. 



                 "Advance"
means an advance by a Lender to the Borrower pursuant to Section 2.01(a) as part
of a Borrowing and refers to a Reference Rate Advance or a Eurodollar Rate Advance




 









                 "Affiliate"
means, as to any Person, any other Person that, directly or indirectly, through
one or more intermediaries, controls, is controlled by, or is under common control
with, such Person or any Subsidiary of such Person. The term "control" (including
the terms "controlled by" or "under common control with") means the possession,
directly or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through ownership of a Control Percentage, by
contract, or otherwise. 



                 "Agreement"
means this Credit Agreement. 



                 "Applicable
Lending Office" means, with respect to each Lender, such Lender's Domestic Lending
Office in the case of a Reference Rate Advance and such Lender's Eurodollar Lending
Office in the case of a Eurodollar Rate Advance. 



                 "Applicable
Margin" means, with respect to any Advance, (a) during any time when an Event
of Default exists, 2% per annum plus the rate per annum set forth in the pricing
grid set forth below for the relevant Type of such Advance based on the present
Utilization Level applicable at such time and (b) at any other time, the rate
per annum set forth in the pricing grid set forth below for the relevant Type
of such Advance based on the relevant Utilization Level applicable at such time.
The Applicable Margin for any Advance shall change when and as the relevant Utilization
Level changes. 




	
      Borrowing Base Utilization 

    	
      Applicable Margin

    
	 	
      Eurodollar Rate 

        Advance 

    	
      Reference Rate 

        Advance 

    
	
      Less than or equal to 60% 

    	
      2.00%

    	
       0.00%

    
	
      Greater than 60% but less than or equal
        to 80% 

    	
      2.25%

    	
       0.00%

    
	
      Greater than 80% but less than or equal
        to 90% 

    	
      2.50%

    	
      0.25%

    
	
      Greater than 90% 

    	
      2.75%

    	
       0.50%

    




                 "Assignment
and Acceptance" means an assignment and acceptance entered into by a Lender and
an Eligible Assignee, and accepted by the Administrative Agent, in substantially
the form of the attached Exhibit A. 



                 "Board
of Directors" shall mean, with respect to any Person, (i) in the case of any corporation,
the board of directors of such Person, (ii) in the case of any limited liability
company, the board of managers or board of directors, as applicable, of such Person,
or if such limited liability company does not have a board of managers or board
of directors, the functional equivalent of the foregoing, (iii) in the case of
any partnership, the board of directors or board of managers, as applicable, of
the general partner of such Person and (iv) in any other case, the functional
equivalent of the foregoing. 



                 "Borrowing"
means a borrowing consisting of Advances made on the same day by the Lenders pursuant
to Section 2.01(a). 



                 "Borrowing
Base" means at any particular time, the Dollar amount determined by the Lenders
to be the Borrowing Base in accordance with Section 2.02 on account of Prove



2





Reserves attributable to Oil and Gas Properties of the Borrower
and its Subsidiaries and described in the most recent Engineering Report delivered
to the Administrative Agent and the Lenders pursuant to Section 2.02. 



                 "Business
Day" means (a) a day of the year other than (i) a Saturday or a Sunday or (ii)
a legal holiday on which banks are required or authorized to close in Dallas,
Texas or Los Angeles, California and (b) if the applicable Business Day relates
to any Eurodollar Rate Advances, then in addition to the requirements of clause
(a) above, a day on which dealings are carried on by banks in the London interbank
market. 



                 "Capital
Expenditures" means, for the Borrower and its Subsidiaries for any period, the
aggregate of all expenditures and costs paid, or if applicable, budgeted to be
paid, by the Borrower and such Subsidiaries during such period that are for items
which should be capitalized in accordance with GAAP, including intangible drilling
and development expenditures. 



                 "Capital
Leases" means, as applied to any Person, any lease of any Property by such Person
as lessee that would, in accordance with GAAP, be required to be classified and
accounted for as a capital lease on the balance sheet of such Person. 



                 "Cash
Collateral Account" means a special interest bearing cash collateral account pledged
by the Borrower to the Issuing Lender containing cash deposited pursuant to Sections
2.05(b), 7.02(b), or 7.03(b) hereof to be maintained with the Issuing Lender in
accordance with Section 2.07(g) and bear interest or be invested in the Issuing
Lender's reasonable discretion. 



                 "CERCLA"
means the Comprehensive Environmental Response, Compensation, and Liability Act
of 1980, as amended, state and local analogs, and all rules and regulations and
requirements thereunder in each case as now or hereafter in effect. 



                 "Change
in Control" means the occurrence of any of the following: 



                 (a)
any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of
the Exchange Act, but excluding any employee benefit plan of such person or group
or its respective subsidiaries, and any person acting in its capacity as trustee,
agent or other fiduciary or administrator of any such plan), is or becomes the
"beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
except that for purposes of this clause such person or group shall be deemed to
have "beneficial ownership" of all securities that such person or group has the
right to acquire, whether such right is exercisable immediately or only after
the passage of time (such right, an "option right")), directly or indirectly,
of Voting Stock of the Borrower representing more than 25% of the voting power
of the total outstanding Voting Stock of the Borrower (and taking into account
all such securities that such person or group has the right to acquire (whether
pursuant to an option right or otherwise)); or 



                 (b)
during any period of 12 consecutive months, a majority of the members of the Board
of Directors of the Borrower cease to be composed of individuals (i) who were
members of that Board of Directors at the commencement of such period, (ii) whose
election or nomination to that Board of Directors was approved by individuals
referred to in preceding clause (i) constituting at the time of such election
or nomination at least a majority of that Board of Directors or (iii) whose election
or nomination to that Board of Directors was approved by 



3 





individuals referred to in preceding clauses (i) and (ii) constituting
at the time of such election or nomination at least a majority of that Board of
Directors (excluding, in the case of both preceding clauses (i) and (ii), any
individual whose initial nomination for, or assumption of office as, a member
of that Board of Directors occurs as a result of an actual (or threatened) solicitation
of proxies or consents for the election or removal of one or more directors by
any person or group other than a solicitation for the election of one or more
directors by or on behalf of the Board of Directors); or 



                 (c)
any Person or two or more Persons acting in concert shall have acquired by contract
or otherwise, or shall have entered into a contract or arrangement that, upon
consummation thereof, will result in its or their acquisition of the power to
exercise, directly or indirectly, a controlling influence over the management
or policies of the Borrower, or control over the Equity Interests of the Borrower
entitled to vote for members of the Board of Directors of the Borrower on a fully-diluted
basis (and taking into account all such Equity Interests that such Person or Persons
have the right to acquire (whether pursuant to an option right or otherwise))
representing 25% or more of the combined voting power of such Equity Interests;
or 



                 (d)
Mark S. Zouvas ceases to be the Chief Executive Officer or President of the Borrower
or to be actively engaged in the executive management of the Borrower and is not
replaced with an individual of comparable qualifications within six months after
he ceases to be the Chief Executive Officer or President of the Borrower or to
be actively engaged in the executive management of the Borrower. 



                 "Closing
Date" means October __, 2008. 



                 "Code"
means the Internal Revenue Code of 1986, as amended from time to time, and any
successor statute and all regulations thereunder. 



                 "Collateral"
means (a) all "Collateral," "Pledged Collateral," and "Mortgaged Properties" (as
defined in each of the Mortgages, the Security Agreements, and the Pledge Agreements,
as applicable) or similar terms used in the Security Instruments, and (b) all
amounts contained in the Borrower's and its Subsidiaries' bank accounts. 



                 "Commitment"
means, for any Lender, the amount set opposite such Lender's name on the Schedule
I hereof as its Commitment, or if such Lender has entered into any Assignment
and Acceptance, as set forth for such Lender as its Commitment in the Register
maintained by the Administrative Agent pursuant to Section 9.06(c), as such amount
may be reduced or terminated pursuant to Section 2.04 or Article VII or otherwise
under this Agreement. The aggregate amount of the Commitments on the date hereof
is $25,000,000. 



                 "Commitment
Termination Date" means the earlier of (a) the Maturity Date and (b) the earlier
termination in whole of the Commitments pursuant to Section 2.04 or Article VII.




                 "Compliance
Certificate" means a compliance certificate in the form of the attached Exhibit
B signed by a Responsible Officer of the Borrower. 



                 "Consolidated
Net Income" means, with respect to the Borrower and its consolidated Subsidiaries,
for any period, the net income (or loss) for such period after taxes, as determined
in 



4





accordance with GAAP, excluding, however, (a) extraordinary items,
including (i) any net non-cash gain or loss during such period arising from the
sale, exchange, retirement or other disposition of capital assets (such term to
include all fixed assets and all securities) other than in the ordinary course
of business and (ii) any write-up or write-down of assets and (b) the cumulative
effect of any change in GAAP. 



                 "Control
Percentage" means, with respect to any Person, the percentage of the outstanding
Equity Interest (including any options, warrants or similar rights to purchase
such Equity Interest) of such Person having ordinary voting power which gives
the direct or indirect holder of such Equity Interest the power to elect a majority
of the Board of Directors of such Person. 



                 "Controlled
Group" means all members of a controlled group of corporations and all businesses
(whether or not incorporated) under common control which, together with the Borrower,
are treated as a single employer under Section 414 of the Code. 



                 "Convert,"
"Conversion," and "Converted" each refers to a conversion of Advances of one Type
into Advances of another Type pursuant to Section 2.03(b). 



                 "Credit
Extensions" means (a) an Advance made by any Lender and (b) the issuance, increase,
or extension of any Letter of Credit by the Issuing Lender. 



                 "Debt,"
for any Person, means without duplication: 



                 (a)
indebtedness of such Person for borrowed money; 



                 (b)
obligations of such Person (whether contingent or otherwise) under letters of
credit and agreements relating to the issuance of letters of credit or acceptance
financing; 



                 (c)
obligations of such Person evidenced by bonds, debentures, notes or other similar
instruments; 



                 (d)
obligations of such Person to pay the deferred purchase price of Property or services
(including, without limitation, obligations that are non-recourse to the credit
of such Person but are secured by the assets of such Person, but excluding trade
accounts payable); 



                 (e)
obligations of such Person as lessee under Capital Leases and obligations of such
Person in respect of synthetic leases; 



                 (f)
obligations of such Person under any Hedge Contract; 



                 (g)
obligations of such Person owing in respect of redeemable preferred stock or other
preferred equity interest of such Person; 



                 (h)
any obligations of such Person owing in connection with any volumetric or production
prepayments; 



5





                 (i)
obligations of such Person under direct or indirect guaranties in respect of,
and obligations (contingent or otherwise) of such Person to purchase or otherwise
acquire, or otherwise to assure a creditor against loss in respect of, indebtedness
or obligations of others of the kinds referred to in clauses (a) through (g) above;




                 (j)
indebtedness or obligations of others of the kinds referred to in clauses (a)
through (h) secured by any Lien on or in respect of any Property of such Person;
and 



                 (k)
all liabilities of such Person in respect of unfunded vested benefits under any
Plan. 



                 "Default"
means (a) an Event of Default or (b) any event or condition which with notice
or lapse of time or both would become an Event of Default. 



                 "Defaulting
Lender" means any Lender that (a) has failed to fund any portion of the Advances,
participations in Letter of Credit Obligations required to be funded by it hereunder
within one Business Day of the date required to be funded by it hereunder unless
such failure has been cured within three Business Days (or such longer time period
accepted by the Borrower and the Administrative Agent), (b) has otherwise failed
to pay over to the 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 unless such failure has been cured within
three Business Days (or such longer time period accepted by the Administrative
Agent or such other Lender, as applicable), or (c) has, or has an Affiliate that
has, been deemed insolvent or become the subject of a bankruptcy or insolvency
proceeding. 



                 "Disposition"
means any sale, lease, transfer, assignment, farm-out, conveyance, or other disposition
of any Property (including any working interest, overriding royalty interest,
production payments, net profits interest, royalty interest, or mineral fee interest).




                 "Dollars"
and "$" mean lawful money of the United States of America. 



                 "Domestic
Lending Office" means, with respect to any Lender, the office of such Lender specified
as its "Domestic Lending Office" opposite its name on Schedule I or such other
office of such Lender as such Lender may from time to time specify to the Borrower
and the Administrative Agent. 



                 "EBITDA"
means without duplication, for the Borrower and its consolidated Subsidiaries
for any period, (a) Consolidated Net Income for such period (and with respect
to the portion of Consolidated Net Income attributable to any Subsidiary of Borrower
only if a corresponding amount of cash would be permitted to be distributed to
Borrower by such Subsidiary by operation of the terms of its organizational documents
and all agreements, instruments, and other Legal Requirements applicable to such
Subsidiary or its equityholders) plus (b) to the extent deducted in determining
Consolidated Net Income, Interest Expense, income taxes, depreciation, amortization,
and other non-cash charges for such period, including non-cash losses under SFAS
133 as a result of changes in the fair market value of derivatives minus (c) to
the extent included in determining Consolidated Net Income, non-cash income under
SFAS 133 as a result of changes in the fair market value of derivatives. 



6





                 "Eligible
Assignee" means (a) any Lender, (b) any Subsidiary or Affiliate of a Lender, and
(c) any commercial bank or other financial institution approved by the Administrative
Agent, the Issuing Lender, and provided that no Event of Default is then outstanding,
the Borrower, in each case which approval shall not be unreasonably withheld.




                 "Engineering
Report" means either an Independent Engineering Report or an Internal Engineering
Report. 



                 "Environment"
or "Environmental" shall have the meanings set forth in 43 U.S.C. 9601(8) (1988).




                 "Environmental
Claim" means any third party (including governmental agencies and employees) action,
lawsuit, claim, demand, regulatory action or proceeding, order, decree, consent
agreement or notice of potential or actual responsibility or violation (including
claims or proceedings under the Occupational Safety and Health Acts or similar
laws or requirements relating to health or safety of employees) that seeks to
impose liability under any Environmental Law. 



                 "Environmental
Law" means, as to the Borrower or its Subsidiaries, all Legal Requirements or
common law theories applicable to the Borrower or its Subsidiaries arising from,
relating to, or in connection with the Environment, health, or safety, including
without limitation CERCLA, relating to (a) pollution, contamination, injury, destruction,
loss, protection, cleanup, reclamation or restoration of the air, surface water,
groundwater, land surface or subsurface strata, or other natural resources; (b)
solid, gaseous or liquid waste generation, treatment, processing, recycling, reclamation,
cleanup, storage, disposal or transportation; (c) exposure to pollutants, contaminants,
hazardous substances, medical infections, or toxic substances, materials or wastes;
(d) the safety or health of employees; or (e) the manufacture, processing, handling,
transportation, distribution in commerce, use, storage or disposal of hazardous
substances, medical infections, or toxic substances, materials or wastes. 



                 "Environmental
Permit" means any permit, license, order, approval, registration or other authorization
under any Environmental Law. 



                 "Equity
Interest" means with respect to any Person, any shares, interests, participation,
or other equivalents (however designated) of corporate stock, membership interests
or partnership interests (or any other ownership interests) of such Person, including
any options, warrants or similar rights to purchase such Equity Interest. 



                 "ERISA"
means the Employee Retirement Income Security Act of 1974, as amended from time
to time, and the regulations promulgated thereunder. 



                 "Eurocurrency
Liabilities" has the meaning assigned to that term in Regulation D of the Federal
Reserve Board (or any successor), as in effect from time to time. "Eurodollar
Lending Office" means, with respect to any Lender, the office of such Lender specified
as its 



                 "Eurodollar
Lending Office" opposite its name on Schedule I (or, if no such office is specified,
its Domestic Lending Office), or such other office of such Lender as such Lender
may from time to time specify to the Borrower and the Administrative Agent. 



7





                 "Eurodollar
Base Rate" means for the Interest Period for each Eurodollar Rate Advance comprising
the same Borrowing, the interest rate per annum (rounded upward to the nearest
whole multiple of 1/100 of 1% per annum) set forth on Reuters Reference LIBOR01
as the London Interbank Offered Rate, for deposits in Dollars at 11:00 a.m. (London,
England time) two Business Days before the first day of such Interest Period and
for a period equal to such Interest Period; provided that, if no such quotation
appears on the Reuters Reference LIBOR01, the Eurodollar Base Rate shall be an
interest rate per annum equal to the rate per annum at which deposits in Dollars
are offered by the principal office of Union Bank of California, N.A. in London,
England to prime banks in the London interbank market at 11:00 a.m. (London, England
time) two Business Days before the first day of such Interest Period in an amount
substantially equal to the Eurodollar Rate Advance to be maintained by the Lender
that is the Administrative Agent in respect of such Borrowing and for a period
equal to such Interest Period. 



                 "Eurodollar
Rate" means for any Interest Period with respect to any Eurodollar Rate Advance,
a rate per annum determined by the Administrative Agent (which determination shall
be conclusive in the absence of manifest error) pursuant to the following formula:





	
      Eurodollar Rate = 

    	                  Eurodollar
      Base Rate                   
      

       1.00 - Eurodollar Rate Reserve Percentage 




                 "Eurodollar
Rate Advance" means an Advance that bears interest as provided in Section 2.09(a)(ii).




                 "Eurodollar
Rate Reserve Percentage" of any Lender for the Interest Period for any Eurodollar
Rate Advance means the reserve percentage applicable during such Interest Period
(or if more than one such percentage shall be so applicable, the daily average
of such percentages for those days in such Interest Period during which any such
percentage shall be so applicable) under regulations issued from time to time
by the Federal Reserve Board for determining the maximum reserve requirement (including,
without limitation, any emergency, supplemental, or other marginal reserve requirement)
for such Lender with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities having a term equal to such Interest Period. 



                 "Event
of Default" has the meaning specified in Section 7.01. 



                 "Exchange
Act" means the Securities Exchange Act of 1934 or any rule or regulation thereunder.




                 "Expiration
Date" means, with respect to any Letter of Credit, the date on which such Letter
of Credit will expire or terminate in accordance with its terms. 



                 "Federal
Funds Rate" means, for any period, a fluctuating interest rate per annum equal
for each day during such period to 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 for such day (or, if such day is not a
Business Day, for the next preceding Business Day) by the Federal Reserve Bank
of New York or, if such rate is not so published for any day which is a Business
Day, the average of the quotations for any such day on such transactions 



8





received by the Administrative Agent from three Federal funds brokers
of recognized standing selected by it. 



                 "Federal
Reserve Board" means the Board of Governors of the Federal Reserve System or any
of its successors. 



                 "Fee
Letter" means that certain letter agreement dated October __, 2008 from Union
Bank of California, N.A. to the Borrower. 



                 "Financial
Statements" means the balance sheet of the Borrower and its consolidated Subsidiaries
as at March 31, 2008, and the related statements of income, cash flow, and retained
earnings of the Borrower and its consolidated Subsidiaries for the fiscal year
then ended (with attached auditor's report) and referred to in Section 4.05, copies
of which have been delivered to the Administrative Agent and the Lenders. 



                 "Funded
Debt" of any Person means, at any time, without duplication, Debt of such Person
(a) of the type described in clauses (a), (b), (c), (e) and (h) of the definition
of "Debt"; provided that Debt with respect to letters of credit referred to in
clause (b) of such definition shall be considered "Funded Debt" only to the extent
such letters of credit are drawn or funded, and (b) of the type described in clauses
(i) and (j) of the definition of "Debt" to the extent that such guaranty covers,
or such Lien secures, Debt of the type described in clause (a) of this definition
of "Funded Debt". 



                 "GAAP"
means United States generally accepted accounting principles as in effect from
time to time, applied on a basis consistent with the requirements of Section 1.03.




                 "Governmental
Authority" means, as to any Person in connection with any subject, any foreign,
national, state or provincial governmental authority, or any political subdivision
of any state thereof, or any agency, department, commission, board, authority
or instrumentality, bureau or court, in each case having jurisdiction over such
Person or such Person's Property in connection with such subject. 



                 "Guarantor"
means each entity executing a Guaranty, including each Subsidiary of the Borrower.




                 "Guaranty"
means (a) a Guaranty in substantially the form of the attached Exhibit C and executed
by a Guarantor, and (b) such other forms of guaranty acceptable to the Administrative
Agent whereby the guarantors named therein guaranties the Obligations. 



                 "Hazardous
Substance" means the substances identified as such pursuant to CERCLA and those
regulated under any other Environmental Law, including without limitation pollutants,
contaminants, petroleum, petroleum products, radionuclides, radioactive materials,
and medical and infectious waste. 



                 "Hazardous
Waste" means the substances regulated as such pursuant to any Environmental Law.






9





                 "Hedge
Contract" means (a) any and all rate swap transactions, basis swaps, credit derivative
transactions, forward rate transactions, commodity swaps, commodity options, forward
commodity contracts, equity or equity index swaps or options, bond or bond price
or bond index swaps or options or forward bond or forward bond price or forward
bond index transactions, interest rate options, forward foreign exchange transactions,
cap transactions, floor transactions, collar transactions, currency swap transactions,
cross-currency rate swap transactions, currency options, spot contracts, or any
other similar transactions or any combination of any of the foregoing (including
any options to enter into any of the foregoing), whether or not any such transaction
is governed by or subject to any master agreement, and (b) any and all transactions
of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the International
Swaps and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together
with any related schedules, a "Master Agreement"), including any such obligations
or liabilities under any Master Agreement. 



                 "Hydrocarbon
Hedge Agreement" means Hedge Contract that is intended to reduce or eliminate
the risk of fluctuations in the price of Hydrocarbons. 



                 "Hydrocarbons"
means oil, gas, coal seam gas, coalbed methane, casinghead gas, drip gasoline,
natural gasoline, condensate, distillate, and all other liquid and gaseous hydrocarbons
produced or to be produced in conjunction therewith from a well bore and all products,
by-products, and other substances derived therefrom or the processing thereof,
and all other minerals and substances produced in conjunction with such substances,
including, but not limited to, sulfur, geothermal steam, water, carbon dioxide,
helium, and any and all minerals, ores, or substances of value and the products
and proceeds therefrom. 



                 "Independent
Engineer" means Forrest A. Garb & Associates, Inc. or any other independent, third-party
engineering firm acceptable to the Administrative Agent in its reasonable judgment.




                 "Independent
Engineering Report" means a report, in form and substance satisfactory to the
Administrative Agent and each of the Lenders, prepared by an Independent Engineer,
addressed to the Administrative Agent and the Lenders with respect to the Oil
and Gas Properties owned by the Borrower or its Subsidiaries (or to be acquired
by the Borrower or any of its Subsidiaries, as applicable) that are or are to
be included in the Borrowing Base, which report shall (a) specify the location,
quantity, and type of the estimated Proven Reserves attributable to such Oil and
Gas Properties, (b) contain a projection of the rate of production of such Oil
and Gas Properties, (c) contain an estimate of the net operating revenues to be
derived from the production and sale of Hydrocarbons from such Proven Reserves
based on product price and cost escalation assumptions specified by the Administrative
Agent and the Lenders, and (d) contain such other information as is customarily
obtained from and provided in such reports or is otherwise reasonably requested
by the Administrative Agent or any Lender. 



                 "Initial
Engineering Report" means the report prepared by Forrest A. Garb & Associates,
Inc. dated May 21, 2008 covering the Oil and Gas Properties of the Borrower and
its Subsidiaries and filed with the SEC on July 15, 2008 with the Borrower's Form
10-KSB. 





10





                 "Interest
Expense" means, for the Borrower and its consolidated Subsidiaries for any period,
total interest, letter of credit fees, and other fees and expenses incurred in
connection with any Debt for such period, whether paid or accrued, including,
without limitation, all commissions, discounts and other fees and charges owed
with respect to letters of credit and bankers' acceptance financing and net costs
under Interest Hedge Agreements, all as determined in conformity with GAAP. 



                 "Interest
Hedge Agreement" means a Hedge Contract between the Borrower and one or more financial
institutions providing for the exchange of nominal interest obligations between
the Borrower and such financial institution or the cap of the interest rate on
any Debt of the Borrower. 



                 "Interest
Period" means, for each Eurodollar Rate Advance comprising part of the same Borrowing,
the period commencing on the date of such Eurodollar Rate Advance or the date
of the Conversion of any Reference Rate Advance into a Eurodollar Rate Advance
and ending on the last day of the period selected by the Borrower pursuant to
the provisions below and Section 2.03 and, thereafter, each subsequent period
commencing on the last day of the immediately preceding Interest Period and ending
on the last day of the period selected by the Borrower pursuant to the provisions
below and Section 2.03. The duration of each such Interest Period shall be one
month, two months, three months, or if available, six months, in each case as
the Borrower may, upon notice received by the Administrative Agent not later than
12:00 p.m. (noon) (Dallas, Texas time) on the third Business Day prior to the
first day of such Interest Period, select; provided, however, that: 



                 (a)
the Borrower may not select any Interest Period that ends after the Commitment
Termination Date; 



                 (b)
Interest Periods commencing on the same date for Advances comprising part of the
same Borrowing shall be of the same duration; 



                 (c)
whenever the last day of any Interest Period would otherwise occur on a day other
than a Business Day, the last day of such Interest Period shall be extended to
occur on the next succeeding Business Day, provided that if such extension would
cause the last day of such Interest Period to occur in the next following calendar
month, the last day of such Interest Period shall occur on the next preceding
Business Day; and 



                 (d)
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 the
calendar month in which it would have ended if there were a numerically corresponding
day in such calendar month. 



                 "Interim
Financial Statements" means the unaudited balance sheet of the Borrower and its
consolidated Subsidiaries dated June 30, 2008, and the related unaudited statements
of income, cash flow, and retained earnings of the Borrower and its consolidated
Subsidiaries for the three months then ended and referred to in Section 4.05,
and including the certification of a Responsible Officer of the Borrower, all
prepared in accordance with GAAP, the copies of which have been delivered to the
Administrative Agent and the Lenders. 





11





                 "Internal
Engineering Report" means a report, in form and substance satisfactory to the
Administrative Agent and each Lender, prepared by the Borrower and certified by
a Responsible Officer of the Borrower, addressed to the Administrative Agent and
the Lenders with respect to the Oil and Gas Properties owned by the Borrower or
any Subsidiary (or to be acquired by the Borrower or any Subsidiary, as applicable),
that are or are to be included in the Borrowing Base, which report shall (a) specify
the location, quantity, and type of the estimated Proven Reserves attributable
to such Oil and Gas Properties, (b) contain a projection of the rate of production
of such Oil and Gas Properties, (c) contain an estimate of the net operating revenues
to be derived from the production and sale of Hydrocarbons from such Proven Reserves
based on product price and cost escalation assumptions specified by the Administrative
Agent and the Lenders, and (d) contain such other information as is customarily
obtained from and provided in such reports or is otherwise reasonably requested
by the Administrative Agent or any Lender. 



                 "Issuing
Lender" means Union Bank of California, N.A. and any successor issuing bank pursuant
to Section 8.06. 



                 "Leases"
means all oil and gas leases, oil, gas and mineral leases, oil, gas and casinghead
gas leases or any other instruments, agreements, or conveyances under and pursuant
to which the lessee thereof has or obtains the right to enter upon lands and explore
for, drill, and develop such lands for the production of Hydrocarbons. 



                 "Legal
Requirement" means, as to any Person, any law, statute, ordinance, decree, requirement,
order, judgment, rule, regulation (or official interpretation of any of the foregoing)
of, and the terms of any license or permit issued by, any Governmental Authority,
including, but not limited to, Regulations D, T, U, and X, that is applicable
to such Person. 



                 "Lenders"
means a party hereto that (a) is a lender listed on the signature pages of this
Agreement on the date hereof or (b) is an Eligible Assignee that became a lender
under this Agreement pursuant to Section 2.15 or 9.06. 



                 "Letter
of Credit" means, individually, any standby letter of credit issued by the Issuing
Lender for the account of the Borrower in connection with the Commitments and
that is subject to this Agreement, and "Letters of Credit" means all such letters
of credit collectively. 



                 "Letter
of Credit Application" means the Issuing Lender's standard form letter of credit
application for standby letters of credit that has been executed by the Borrower
and accepted by the Issuing Lender in connection with the issuance of a Letter
of Credit. 



                 "Letter
of Credit Documents" means all Letters of Credit, Letter of Credit Applications,
and agreements, documents, and instruments entered into in connection therewith
or relating thereto. 



                 "Letter
of Credit Exposure" means, at any time, the sum of (a) the aggregate undrawn maximum
face amount of each Letter of Credit at such time plus (b) the aggregate unpaid
amount of all Reimbursement Obligations at such time. 



                 "Letter
of Credit Obligations" means any obligations of the Borrower under this Agreement
in connection with the Letters of Credit, including the Reimbursement Obligations.






12





                 "Lien"
means any mortgage, lien, pledge, assignment, charge, deed of trust, security
interest, hypothecation, preference, deposit arrangement or encumbrance (or other
type of arrangement having the practical effect of the foregoing) to secure or
provide for the payment of any obligation of any Person, whether arising by contract,
operation of law, or otherwise (including, without limitation, the interest of
a vendor or lessor under any conditional sale agreement, synthetic lease, Capital
Lease, or other title retention agreement). 



                 "Liquid
Investments" means: 



                 (a)
direct obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States maturing within 180 days from
the date of any acquisition thereof; 



                 (b)
(i) negotiable or nonnegotiable certificates of deposit, time deposits, or other
similar banking arrangements maturing within 180 days from the date of acquisition
thereof ("bank debt securities"), issued by (A) any Lender (or any Affiliate of
any Lender) or (B) any other bank or trust company so long as such certificate
of deposit is pledged to secure the Borrower's or any Subsidiaries' ordinary course
of business bonding requirements, or any other bank or trust company which has
primary capital of not less than $500,000,000, if at the time of deposit or purchase,
such bank debt securities are rated not less than "AA" (or the then equivalent)
by the rating service of Standard & Poor's Ratings Group or of Moody's Investors
Service, Inc., and (ii) commercial paper issued by (A) any Lender (or any Affiliate
of any Lender) or (B) any other Person if at the time of purchase such commercial
paper is rated not less than "A-1" (or the then equivalent) by the rating service
of Standard & Poor's Ratings Group or not less than "P-1" (or the then equivalent)
by the rating service of Moody's Investors Service, Inc., or upon the discontinuance
of both of such services, such other nationally recognized rating service or services,
as the case may be, as shall be selected by the Borrower with the consent of the
Required Lenders; 



                 (c)
deposits in money market funds investing exclusively in investments described
in clauses (a) and (b) above; 



                 (d)
repurchase agreements relating to investments described in clauses (a) and (b)
above with a market value at least equal to the consideration paid in connection
therewith, with any Person who regularly engages in the business of entering into
repurchase agreements and has a combined capital surplus and undivided profit
of not less than $500,000,000, if at the time of entering into such agreement
the debt securities of such Person are rated not less than "AA" (or the then equivalent)
by the rating service of Standard & Poor's Ratings Group or of Moody's Investors
Service, Inc.; and 



                 (e)
such other instruments (within the meaning of Article 9 of the Texas Business
and Commerce Code) as the Borrower may request and the Administrative Agent may
approve in writing. 



"Loan Documents" means this Agreement, the Notes, the Letter of Credit Documents,
the Guaranties, the Security Instruments, the Assignment, the Fee Letter, and
each other agreement, 





13





instrument, or document executed by the Borrower or any of its
Subsidiaries or any of their officers at any time in connection with this Agreement.




                 "Material
Adverse Change" means (a) a material adverse change in the business, assets (including
the Oil and Gas Properties of the Borrower and its Subsidiaries (when taken as
a whole)), condition (financial or otherwise), or results of operations or prospects
of the Borrower and its Subsidiaries, (b) a material adverse effect on the Borrower's
ability to perform its obligations under this Agreement, any Note, any other Loan
Document, or any Hedge Contract with a Swap Counterparty, or (c) a material adverse
effect on the Subsidiaries' (when taken as a whole) ability to perform its obligations
under this Agreement, any Guaranty, any Note, any other Loan Document, or any
Hedge Contract with a Swap Counterparty. 



                 "Maturity
Date" means October 30, 2011. 



                 "Maximum
Rate" means the maximum nonusurious interest rate under applicable law (determined
under such laws after giving effect to any items which are required by such laws
to be construed as interest in making such determination, including without limitation
if required by such laws, certain fees and other costs). 



                 "Mortgage"
means any mortgage or deed of trust executed by any one or more of the Borrower
or its Subsidiaries in favor of the Administrative Agent for the ratable benefit
of the Secured Parties in substantially the form of the attached Exhibit D or
such other form as may be requested by the Administrative Agent, and "Mortgages"
shall mean all of such Mortgages collectively. 



                 "Multiemployer
Plan" means a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA.




                 "Note"
means a promissory note of the Borrower payable to the order of any Lender, in
substantially the form of the attached Exhibit E, evidencing indebtedness of the
Borrower to such Lender resulting from Advances owing to such Lender. 



                 "Notice
of Borrowing" means a notice of borrowing in the form of the attached Exhibit
F signed by a Responsible Officer of the Borrower. 



                 "Notice
of Conversion or Continuation" means a notice of conversion or continuation in
the form of the attached Exhibit G signed by a Responsible Officer of the Borrower.




                 "Obligations"
means (a) all principal, interest, fees, reimbursements, indemnifications, and
other amounts payable by the Borrower or any Subsidiary to the Administrative
Agent, the Issuing Lender or the Lenders under the Loan Documents, including without
limitation, the Letter of Credit Obligations and (b) all obligations of the Borrower
or any of its Subsidiaries owing to any Swap Counterparty under any Hedge Contract;
provided that, (i) when any Swap Counterparty assigns or otherwise transfers any
interest held by it under any Hedge Contract to any other Person pursuant to the
terms of such agreement, the obligations thereunder shall constitute Obligations
only if such assignee or transferee is also then a Lender or an Affiliate of a
Lender and (ii) if a Swap Counterparty ceases to be a Lender hereunder or an Affiliate
of a Lender hereunder, obligations owing to such Swap Counterparty shall be included
as Obligations 





14





only to the extent such obligations arise from transactions under
such Hedge Contracts entered into at the time such Swap Counterparty was a Lender
hereunder or an Affiliate of a Lender hereunder, without giving effect to any
extension, increases, or modifications thereof which are made after such Swap
Counterparty ceases to be a Lender hereunder or an Affiliate of a Lender hereunder.




                 "Oil
and Gas Properties" means fee mineral interests, term mineral interests, Leases,
subleases, farm-outs, royalties, overriding royalties, net profit interests, carried
interests, production payments and similar mineral interests, and all unsevered
and unextracted Hydrocarbons in, under, or attributable to such oil and gas Properties
and interests, or any interest therein. 



                 "PBGC"
means the Pension Benefit Guaranty Corporation or any entity succeeding to any
or all of its functions under ERISA. 



"PDP Reserves" means Proven Reserves which are categorized as both "Developed"
and "Producing" in the definitions promulgated by the Society of Petroleum Evaluation
Engineers and the World Petroleum Congress as in effect at the time in question.




                 "Permit"
means any approval, certificate of occupancy, consent, waiver, exemption, variance,
franchise, order, permit, authorization, right or license of or from any Governmental
Authority, including without limitation, an Environmental Permit. 



                 "Permitted
Liens" means the Liens permitted to exist pursuant to Section 6.01. 



                 "Permitted
Subject Liens" means all Permitted Liens other than the Liens permitted to exist
pursuant to clause (k) or (m) of Section 6.01. 



                 "Permitted
Subordinated Debt" means Debt of the Borrower listed on Schedule 1.01(b), the
payment of which has been subordinated to the payment of the Obligations in a
manner, and pursuant to documentation, satisfactory to the Administrative Agent
in its sole discretion. 



                 "Permitted
Subordination Agreements" means the subordination agreements referred to in Section
3.01(n). 



                 "Person"
(whether or not capitalized) means an individual, partnership, corporation (including
a business trust), joint stock company, limited liability corporation or company,
limited liability partnership, trust, unincorporated association, joint venture
or other entity, or a government or any political subdivision or agency thereof
or any trustee, receiver, custodian or similar official. 



                 "Plan"
means an employee benefit plan (other than a Multiemployer Plan) maintained for
employees of the Borrower or any member of the Controlled Group and covered by
Title IV of ERISA or subject to the minimum funding standards under Section 412
of the Code. 



                 "Pledge
Agreements" means pledge agreement in substantially the form of the attached Exhibit
H, executed by the Borrower or any of its Subsidiaries or any of the Guarantors.






15





                 "Pro
Rata Share" means, with respect to any Lender, (a) with respect to amounts owing
under the Commitments, (i) if such Commitments have not been canceled, the ratio
(expressed as a percentage) of such Lender's uncancelled Commitment at such time
to the aggregate uncancelled Commitments at such time or (ii) if the aggregate
Commitments have been terminated, the Pro Rata Share of such Lender as determined
pursuant to the preceding clause (i) immediately prior to such termination, or
(b) with respect to amounts owing generally under the Credit Agreement and the
other Loan Documents, the ratio (expressed as a percentage) of Commitment of such
Lender to the aggregate Commitments of all the Lenders (or if such Commitments
have been terminated, the ratio (expressed as a percentage) of Credit Extensions
owing to such Lender to the aggregate Credit Extensions owing to all such Lenders).




                 "Property"
of any Person means any property or assets (whether real, personal, or mixed,
tangible or intangible) of such Person. 



                 "Proven
Reserves" means, at any particular time, the estimated quantities of Hydrocarbons
which geological and engineering data demonstrate with reasonable certainty to
be recoverable in future years from known reservoirs attributable to Oil and Gas
Properties under then existing economic and operating conditions (i.e., prices
and costs as of the date the estimate is made). 



                 "PUD
Reserves" means Proved Reserves which are categorized as "Undeveloped" in the
definitions promulgated by the Society of Petroleum Evaluation Engineers and the
World Petroleum Congress as in effect at the time in question. 



                 "Reference
Rate" means a fluctuating interest rate per annum as shall be in effect from time
to time equal to the rate of interest publicly announced by Union Bank of California,
N.A., as its reference rate, whether or not the Borrower has notice thereof. 



                 "Reference
Rate Advance" means an Advance which bears interest as provided in Section 2.09(a)(i).




                 "Refinancing"
shall mean the repayment in full of, and the termination of any commitment to
make extensions of credit under, all of the outstanding indebtedness of the Borrower
or any Subsidiary thereof and listed on Schedule 1.01(a). 



                 "Register"
has the meaning set forth in paragraph (c) of Section 9.06. 



                 "Regulations
D, T, U, and X" mean Regulations D, T, U, and X of the Federal Reserve Board,
as the same is from time to time in effect, and all official rulings and interpretations
thereunder or thereof. 



                 "Reimbursement
Obligations" means all of the obligations of the Borrower to reimburse the Issuing
Lender for amounts paid by the Issuing Lender under Letters of Credit as established
by the Letter of Credit Applications and Section 2.07(d). 



                 "Release"
has the meaning set forth in CERCLA or under any other Environmental Law. 





16





                 "Required
Lenders" means, at any time, Lenders holding 66-2/3% of the Commitments or, if
the Commitments have been terminated, the outstanding principal amount of the
Advances and Letter of Credit Exposure; provided that, if there are two or more
Lenders, the Commitment of, and the portion of the Advances held or deemed held
by, any Defaulting Lender shall be excluded for purposes of making a determination
of Required Lenders. 



                 "Response"
has the meaning set forth in CERCLA or under any other Environmental Law. 



                 "Responsible
Officer" means (a) with respect to any Person that is a corporation, such Person's
Chief Executive Officer, President, Chief Financial Officer (or other financial
officer), or Vice President, (b) with respect to any Person that is a limited
liability company, a manager or the Responsible Officer of such Person's managing
member or manager, and (c) with respect to any Person that is a general partnership
or a limited liability partnership, the Responsible Officer of such Person's general
partner or partners. 



                 "Restricted
Payment" means, with respect to any Person, (a) any direct or indirect dividend
or distribution (whether in cash, securities or other Property) in respect of
the Equity Interest of such Person or any direct or indirect payment of any kind
or character (whether in cash, securities or other Property) in consideration
for or otherwise in connection with any retirement, purchase, redemption or other
acquisition of any Equity Interest of such Person, or any options, warrants or
rights to purchase or acquire any such Equity Interest of such Person or (b) principal
or interest payments (in cash, Property or otherwise) on, or redemptions of, subordinated
debt of such Person; provided that the term "Restricted Payment" shall not include
any dividend or distribution payable solely in Equity Interests of the Borrower
or warrants, options or other rights to purchase such Equity Interests. 



                 "SEC"
means the United States Securities and Exchange Commission. 



                 "Secured
Parties" means the Administrative Agent, the Issuing Lender, the Lenders, and
the Swap Counterparties. 



                 "Security
Agreements" means the security agreements, each in substantially the form of the
attached Exhibit I, executed by the Borrower or any Subsidiary. 



                 "Security
Instruments" means, collectively, (a) the Mortgages, (b) the Transfer Letters,
(c) the Pledge Agreements, (d) the Security Agreements, (e) each other agreement,
instrument or document executed at any time in connection with the Pledge Agreements,
the Security Agreements, or the Mortgages, (f) each agreement, instrument or document
executed in connection with the Cash Collateral Account, and (g) each other agreement,
instrument or document executed at any time in connection with securing the Obligations.




                 "Solvent"
means, with respect to any Person as of the date of any determination, that on
such date (a) the fair value of the Property of such Person (both at fair valuation
and at present fair saleable value) is greater than the total liabilities, including
contingent liabilities, of such Person, (b) the present fair saleable value of
the assets of such Person is not less than the amount that will be required to
pay the probable liability of such Person on its debts as they become absolute
and matured, (c) such Person is able to realize upon its assets and pay its debts
and other 





17





liabilities, contingent obligations, and other commitments as they
mature in the normal course of business, (d) such Person does not intend to, and
does not believe that it will, incur debts or liabilities beyond such Person's
ability to pay as such debts and liabilities mature, and (e) such Person is not
engaged in business or a transaction, and is not about to engage in business or
a transaction, for which such Person's Property would constitute unreasonably
small capital after giving due consideration to current and anticipated future
capital requirements and current and anticipated future business conduct and the
prevailing practice in the industry in which such Person is engaged. In computing
the amount of contingent liabilities at any time, such liabilities shall be computed
at the amount which, in light of the facts and circumstances existing at such
time, represents the amount that can reasonably be expected to become an actual
or matured liability. 



                 "Subsidiary"
of a Person means any corporation or other entity of which more than 50% of the
outstanding Equity Interests having ordinary voting power under ordinary circumstances
to elect a majority of the Board of Directors such corporation or other entity
(irrespective of whether at such time Equity Interests of any other class or classes
of such corporation or other entity shall or might have voting power upon the
occurrence of any contingency) is at the time directly or indirectly owned or
controlled by such Person, by such Person and one or more Subsidiaries of such
Person or by one or more Subsidiaries of such Person. Unless otherwise indicated
herein, each reference to the term "Subsidiary" shall mean a Subsidiary of the
Borrower. 



                 "Swap
Counterparty" means any counterparty to a Hedge Contract with the Borrower or
any Subsidiary; provided that such counterparty is a Lender or an Affiliate of
a Lender on the date hereof or was, at the time such Hedge Contract was entered
into, a Lender or an Affiliate of a Lender. 



                 "Swap
Termination Value" means, in respect of any one or more Hedge Contracts, after
taking into account the effect of any legally enforceable netting agreement relating
to such Hedge Contracts, (a) for any date on or after the date such Hedge Contracts
have been closed out and termination value(s) determined in accordance therewith,
such termination value(s), and (b) for any date prior to the date referenced in
clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedge
Contracts, as determined based upon one or more mid-market or other readily available
quotations provided by any recognized dealer in such Hedge Contracts (which may
include a Lender or any Affiliate of a Lender). 



                 "Termination
Event" means (a) a Reportable Event described in Section 4043 of ERISA and the
regulations issued thereunder (other than a Reportable Event not subject to the
provision for 30-day notice to the PBGC under such regulations), (b) the withdrawal
of the Borrower or any of its Affiliates from a Plan during a plan year in which
it was a "substantial employer" as defined in Section 4001(a)(2) of ERISA, (c)
the filing of a notice of intent to terminate a Plan or the treatment of a Plan
amendment as a termination under Section 4041 of ERISA, (d) the institution of
proceedings to terminate a Plan by the PBGC, or (e) any other event or condition
which constitutes grounds under Section 4042 of ERISA for the termination of,
or the appointment of a trustee to administer, any Plan. 





18





                 "Transfer
Letters" means, collectively, the letters in lieu of transfer orders in substantially
the form of the attached Exhibit J and executed by the Borrower or any Subsidiary
executing a Mortgage. 



                 "Type"
has the meaning set forth in Section 1.04. 



                 "Unused
Commitment Amount" means, with respect to a Lender at any time, (a) the lesser
of (i) such Lender's Commitment at such time and (ii) such Lender's Pro Rata Share
of the Borrowing Base in effect at such time minus, in each case, (b) the sum
of (i) the aggregate outstanding principal amount of all Advances owed to such
Lender at such time plus (ii) such Lender's Pro Rata Share of the aggregate Letter
of Credit Exposure at such time. 



                 "Voting
Stock" shall mean, with respect to any person, any class or classes of Equity
Interests pursuant to which the holders thereof have the general voting power
under ordinary circumstances to elect at least a majority of the Board of Directors
of such person. 



                 Section
1.02 Computation of Time Periods. In this Agreement, with respect to the computation
of periods of time from a specified date to a later specified date, the word "from"
means "from and including" and the words "to" and "until" each means "to but excluding."




                 Section
1.03 Accounting Terms; Changes in GAAP. Except as otherwise expressly provided
herein, all accounting terms used herein shall be interpreted, and all financial
statements and certificates and reports as to financial matters required to be
delivered to the Lenders hereunder shall (unless otherwise disclosed to the Lenders
in writing at the time of delivery thereof) be prepared, in accordance with GAAP
applied on a basis consistent with those used in the preparation of the latest
financial statements furnished to the Lenders hereunder (which prior to the delivery
of the first financial statements under Section 5.06 hereof, shall mean the Financial
Statements). All calculations made for the purposes of determining compliance
with this Agreement shall (except as otherwise expressly provided herein) be made
by application of GAAP applied on a basis consistent with those used in the preparation
of the annual or quarterly financial statements furnished to the Lenders pursuant
to Section 5.06 hereof most recently delivered prior to or concurrently with such
calculations (or, prior to the delivery of the first financial statements under
Section 5.06 hereof, used in the preparation of the Interim Financial Statements).
If at any time any change in GAAP would affect the computation of any financial
ratio or requirement set forth herein, and either the Borrower or the Required
Lenders shall so request, the Administrative Agent, the Lenders and the Borrower
shall negotiate in good faith to amend such ratio or requirement to preserve the
original intent thereof in light of such change in GAAP (subject to the approval
of the Required Lenders); provided that, until so amended, (a) such ratio or requirement
shall continue to be computed in accordance with GAAP prior to such change therein,
and (b) the Borrower shall provide to the Administrative Agent and the Lenders
financial statements and other documents required under this Agreement or as reasonably
requested hereunder setting forth a reconciliation between calculations of such
ratio or requirement made before and after giving effect to such change in GAAP.
In addition, all calculations and defined accounting terms used herein shall,
unless expressly provided otherwise, when referring to any Person, refer to such
Person on a consolidated basis and mean such Person and its consolidated Subsidiaries.






19





                 Section
1.04 Types of Advances. Advances are distinguished by "Type". The "Type" of an
Advance refers to the determination whether such Advance is a Eurodollar Rate
Advance or Reference Rate Advance. 



                 Section
1.05 Miscellaneous. Article, Section, Schedule, and Exhibit references are to
Articles and Sections of and Schedules and Exhibits to this Agreement, unless
otherwise specified. All references to instruments, documents, contracts, and
agreements are references to such instruments, documents, contracts, and agreements
as the same may be amended, supplemented, and otherwise modified from time to
time, unless otherwise specified and shall include all schedules and exhibits
thereto unless otherwise specified. 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. The term "including"
means "including, without limitation,". Paragraph headings have been inserted
in this Agreement as a matter of convenience for reference only and it is agreed
that such paragraph headings are not a part of this Agreement and shall not be
used in the interpretation of any provision of this Agreement. 



ARTICLE II 



CREDIT FACILITIES 



                 Section
2.01 Commitment for Advances. 



                 (a)
Advances. Each Lender severally agrees, on the terms and conditions set forth
in this Agreement, to make Advances to the Borrower from time to time on any Business
Day during the period from the date of this Agreement until the Commitment Termination
Date in an amount for each Lender not to exceed such Lender's Unused Commitment
Amount. Each Borrowing shall, in the case of Borrowings consisting of Reference
Rate Advances, be in an aggregate amount not less than the lesser of (i) $500,000
and (ii) the Unused Commitment Amount, and in integral multiples of $300,000 in
excess thereof, and in the case of Borrowings consisting of Eurodollar Rate Advances,
be in an aggregate amount not less than $1,000,000 and in integral multiples of
$500,000 in excess thereof, and in each case shall consist of Advances of the
same Type made on the same day by the Lenders ratably according to their respective
Commitments. Within the limits of each Lender's Commitment, and subject to the
terms of this Agreement, the Borrower may from time to time borrow, prepay, and
reborrow Advances. 



                 (b)
Notes. The indebtedness of the Borrower to each Lender resulting from the Advances
owing to such Lender shall be evidenced by a Note of the Borrower payable to the
order of such Lender. 



                 Section
2.02 Borrowing Base. 



                 (a)
Borrowing Base. The initial Borrowing Base in effect as of the date of this Agreement
has been set by the Administrative Agent and the Lenders and acknowledged by the
Borrower as $14,000,000. Such initial Borrowing Base shall remain in effect until
the next redetermination made pursuant to this Section 2.02. The Borrowing Base
shall be determined in 





20





accordance with the standards set forth in Section 2.02(d) and
is subject to periodic redetermination pursuant to Sections 2.02(b) and 2.02(c).




                 (b)
Calculation of Borrowing Base. 



                                  (i)
The Borrower shall deliver to the Administrative Agent and each of the Lenders
on or before each July 1, beginning July 1, 2009, an Independent Engineering Report
dated effective as of the immediately preceding April 1, and such other information
as may be reasonably requested by any Lender with respect to the Oil and Gas Properties
included or to be included in the Borrowing Base. Within 45 days after the Administrative
Agent and the Lenders' receipt of such Independent Engineering Report and other
information, (A) the Administrative Agent shall deliver to each Lender the Administrative
Agent's recommendation for the redetermined Borrowing Base, (B) the Administrative
Agent and the Lenders shall redetermine the Borrowing Base in accordance with
Section 2.02(d), and (C) the Administrative Agent shall promptly notify the Borrower
in writing of the amount of the Borrowing Base as so redetermined. 



                                  (ii)
The Borrower shall deliver to the Administrative Agent and each Lender on or before
each January 1, beginning January 1, 2010, an Internal Engineering Report dated
effective as of the immediately preceding October 1, and such other information
as may be reasonably requested by the Administrative Agent or any Lender with
respect to the Oil and Gas Properties included or to be included in the Borrowing
Base. Within 45 days after the Administrative Agent and the Lenders' receipt of
such Internal Engineering Report and other information, (A) the Administrative
Agent shall deliver to each Lender the Administrative Agent's recommendation for
the redetermined Borrowing Base, (B) the Administrative Agent and the Lenders
shall redetermine the Borrowing Base in accordance with Section 2.02(d), and (C)
the Administrative Agent shall promptly notify the Borrower in writing of the
amount of the Borrowing Base as so redetermined. 



                                  (iii)
In the event that the Borrower does not furnish to the Administrative Agent and
the Lenders the Independent Engineering Report, Internal Engineering Report, or
other information specified in clauses (i) and (ii) above by the date specified
therein, the Administrative Agent and the Required Lenders (except that any increase
in the Borrowing Base shall require the consent of all the Lenders) may nonetheless
redetermine the Borrowing Base and redesignate the Borrowing Base from time-to-time
thereafter in their sole discretion until the Administrative Agent and the Lenders
receive the relevant Independent Engineering Report, Internal Engineering Report,
or other information, as applicable, whereupon the Administrative Agent and the
Required Lenders (except that any increase in the Borrowing Base shall require
the consent of all the Lenders) shall redetermine the Borrowing Base as otherwise
specified in this Section 2.02. 



                                  (iv)
Each delivery of an Engineering Report by the Borrower to the Administrative Agent
and the Lenders shall constitute a representation and warranty by the Borrower
to the Administrative Agent and the Lenders that (A) the Borrower and its Subsidiaries,
as applicable, own the Oil and Gas Properties specified therein and that such
Oil and Gas Properties are subject to an Acceptable Security Interest and free
and clear of any Liens (except Permitted Liens), (B) on and as of the date of
such Engineering Report, the PDP 





21





Reserves identified therein was developed for Hydrocarbons, and
the wells pertaining to such Oil and Gas Properties that are described therein
as producing wells ("Wells"), were each producing Hydrocarbons in paying quantities,
except for Wells that were utilized as water or gas injection wells or as water
disposal wells, (C) the descriptions of quantum and nature of the record title
interests of the Borrower and its Subsidiaries, as applicable, set forth in such
Engineering Report include the entire record title interests of the Borrower and
its Subsidiaries in such Oil and Gas Properties, are complete and accurate in
all respects, and take into account all Permitted Liens, (D) there are no "back-in"
or "reversionary" interests held by third parties which could reduce the interests
of any Company in such Oil and Gas Properties as set forth in Engineering Report,
and (E) no operating or other agreement to which the Borrower or any of its Subsidiaries
is a party or by which the Borrower or any of its Subsidiaries is bound affecting
any part of such Oil and Gas Properties requires the Borrower or any of its Subsidiaries
to bear any of the costs relating to such Oil and Gas Properties greater than
the record title interest of the Borrower or any of its Subsidiaries in such portion
of the such Oil and Gas Properties as set forth in such Engineering Report, except
in the event the Borrower or any of its Subsidiaries is obligated under an operating
agreement to assume a portion of a defaulting party's share of costs. 



                 (c)
Interim Redetermination. In addition to the Borrowing Base redeterminations provided
for in Section 2.02(b), the Administrative Agent and the Lenders may, either in
their sole discretion or at the request of the Borrower and based on such information
as the Administrative Agent and the Lenders deem relevant (but in accordance with
Section 2.02(d)), make one additional redetermination of the Borrowing Base during
any six-month period between scheduled redeterminations. The party requesting
the redetermination shall give the other party at least 10 days' prior written
notice that a redetermination of the Borrowing Base pursuant to this paragraph
(c) is to be performed. In connection with any redetermination of the Borrowing
Base under this Section 2.02(c), the Borrower shall provide the Administrative
Agent and the Lenders with such information regarding the Borrower and its Subsidiaries'
business (including, without limitation, its Oil and Gas Properties, the Proven
Reserves, and production relating thereto) as the Administrative Agent or any
Lender may request, including an updated Independent Engineering Report. The Administrative
Agent shall promptly notify the Borrower in writing of each redetermination of
the Borrowing Base pursuant to this Section 2.02(c) and the amount of the Borrowing
Base as so redetermined. 



                 (d)
Standards for Redetermination. Each redetermination of the Borrowing Base by the
Administrative Agent and the Lenders pursuant to this Section 2.02 shall be made
(i) in the sole discretion of the Administrative Agent and the Lenders (but in
accordance with the other provisions of this Section 2.02(d)), (ii) in accordance
with the Administrative Agent's and the Lenders' customary internal standards
and practices for valuing and redetermining the value of Oil and Gas Properties
in connection with reserve based oil and gas loan transactions, (iii) in conjunction
with the most recent Independent Engineering Report or Internal Engineering Report,
as applicable, or other information received by the Administrative Agent and the
Lenders relating to the Proven Reserves of the Borrower and its Subsidiaries,
and (iv) based upon the estimated value of the Proven Reserves owned by the Borrower
and its Subsidiaries as determined by the Administrative Agent and the Lenders.
In valuing and redetermining the Borrowing Base, the Administrative Agent and
the Lenders may also consider the business, financial condition, and Debt obligations
of the Borrower and its Subsidiaries and such other factors as the Administrative
Agent and the Lenders customarily deem appropriate, including 





22





without limitation, commodity price assumptions, projections of
production, operating expenses, general and administrative expenses, capital costs,
working capital requirements, liquidity evaluations, dividend payments, environmental
costs, and legal costs. In that regard, the Borrower acknowledges that the determination
of the Borrowing Base contains a value cushion (market value in excess of loan
value), which is essential for the adequate protection of the Administrative Agent
and the Lenders. No Proven Reserves of the Borrower's and its Subsidiaries' Oil
and Gas Properties shall be included or considered for inclusion in the Borrowing
Base unless the Administrative Agent and the Lenders shall have received, at the
Borrower's expense, evidence of title satisfactory in form and substance to the
Administrative Agent that the Administrative Agent has an Acceptable Security
Interest in the Oil and Gas Properties relating thereto pursuant to the Security
Instruments. Any changes in, or renewals of, the Borrowing Base (other than increases
in the Borrowing Base) must be consented to in writing by the Required Lenders.
Any increases in the Borrowing Base must be consented to in writing by all the
Lenders. 



                 (e)
At all times after the Administrative Agent has given the Borrower notification
of a redetermination of the Borrowing Base under this Section 2.02, the Borrowing
Base shall be equal (i) to the redetermined amount or (ii) such lesser amount
designated by the Borrower and disclosed in writing to the Administrative Agent
and the Lenders, provided that the Borrower shall not request that the Borrowing
Base be reduced to a level that would result in a Borrowing Base deficiency, until
the Borrowing Base is subsequently redetermined in accordance with this Section
2.02. 



                 Section
2.03 Method of Borrowing. 



                 (a)
Notice. Each Borrowing shall be made pursuant to a Notice of Borrowing (or by
telephone notice promptly confirmed in writing by a Notice of Borrowing), given
not later than 12:00 p.m. (noon) (Dallas, Texas time) (i) on the third Business
Day before the date of the proposed Borrowing, in the case of a Borrowing comprised
of Eurodollar Rate Advances or (ii) on the Business Day of the proposed Borrowing,
in the case of a Borrowing comprised of Reference Rate Advances, by the Borrower
to the Administrative Agent, which shall in turn give to each Lender prompt notice
of such proposed Borrowing by telecopier. Each Notice of a Borrowing shall be
given in writing, including by telecopier, specifying the information required
therein. In the case of a proposed Borrowing comprised of Eurodollar Rate Advances,
the Administrative Agent shall promptly notify each Lender of the applicable interest
rate under Section 2.09(a)(ii). Each Lender shall, before 12:00 p.m. (Dallas,
Texas time) on the date of such Borrowing, make available for the account of its
Applicable Lending Office to the Administrative Agent at its address referred
to in Section 9.02, or such other location as the Administrative Agent may specify
by notice to the Lenders, in same day funds, in the case of a Borrowing, such
Lender's Pro Rata Share of such Borrowing. After the Administrative Agent's receipt
of such funds and upon fulfillment of the applicable conditions set forth in Article
III, the Administrative Agent shall make such funds available to the Borrower
at its account with the Administrative Agent. 



                 (b)
Conversions and Continuations. The Borrower may elect to Convert or continue any
Borrowing under this Section 2.03 by delivering an irrevocable Notice of Conversion
or Continuation to the Administrative Agent at the Administrative Agent's office
no later than 12:00 





23





p.m. (noon) (Dallas, Texas time) (i) on the date which is at least
three Business Days in advance of the proposed Conversion or continuation date
in the case of a Conversion to or a continuation of a Borrowing comprised of Eurodollar
Rate Advances and (ii) on the Business Day of the proposed Conversion in the case
of a Conversion to a Borrowing comprised of Reference Rate Advances. Each such
Notice of Conversion or Continuation shall be in writing or by telephone notice
promptly confirmed immediately in writing specifying the information required
therein. Promptly after receipt of a Notice of Conversion or Continuation under
this Section, the Administrative Agent shall provide each Lender with a copy thereof
and, in the case of a Conversion to or a continuation of a Borrowing comprised
of Eurodollar Rate Advances, notify each Lender of the applicable interest rate
under Section 2.09(a)(ii). 



                 (c)
Certain Limitations. Notwithstanding anything to the contrary contained in paragraphs
(a) and (b) above: 



                                  (i)
at no time shall there be more than four Interest Periods applicable to outstanding
Eurodollar Rate Advances and the Borrower may not select Eurodollar Rate Advances
for any Borrowing at any time that a Default has occurred and is continuing; 



                                  (ii)
if any Lender shall, at least one Business Day before the date of any requested
Borrowing, Conversion, or continuation, notify the Administrative Agent that the
introduction of or any change in or in the interpretation of any law or regulation
makes it unlawful, or that any central bank or other Governmental Authority asserts
that it is unlawful, for such Lender or its Eurodollar Lending Office to perform
its obligations under this Agreement to make Eurodollar Rate Advances or to fund
or maintain Eurodollar Rate Advances, the right of the Borrower to select Eurodollar
Rate Advances from such Lender shall be suspended until such Lender shall notify
the Administrative Agent that the circumstances causing such suspension no longer
exist, and the Advance made by such Lender in respect of such Borrowing, Conversion,
or continuation shall be a Reference Rate Advance; 



                                  (iii)
if the Administrative Agent is unable to determine the Eurodollar Rate for Eurodollar
Rate Advances comprising any requested Borrowing, the right of the Borrower to
select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing
shall be suspended until the Administrative Agent shall notify the Borrower and
the Lenders that the circumstances causing such suspension no longer exist, and
each Advance comprising such Borrowing shall be a Reference Rate Advance; 



                                  (iv)
if the Required Lenders shall, at least one Business Day before the date of any
requested Borrowing, notify the Administrative Agent that the Eurodollar Rate
for Eurodollar Rate Advances comprising such Borrowing will not adequately reflect
the cost to such Lenders of making or funding their respective Eurodollar Rate
Advances, as the case may be, for such Borrowing, the right of the Borrower to
select Eurodollar Rate Advances for such Borrowing or for any subsequent Borrowing
shall be suspended until the Administrative Agent shall notify the Borrower and
the Lenders that the circumstances causing such suspension no longer exist, and
each Advance comprising such Borrowing shall be a Reference Rate Advance; and






24





                                  (v)
if the Borrower shall fail to select the duration or continuation of any Interest
Period for any Eurodollar Rate Advances in accordance with the provisions contained
in the definition of "Interest Period" in Section 1.01 and paragraph (b) above,
the Administrative Agent shall forthwith so notify the Borrower and the Lenders
and such Advances shall be made available to the Borrower on the date of such
Borrowing as Reference Rate Advances or, if existing Eurodollar Rate Advances,
Convert into Reference Rate Advances. 



                 (d)
Notices Irrevocable. Each Notice of Borrowing and Notice of Conversion or Continuation
shall be irrevocable and binding on the Borrower. In the case of any Borrowing
for which the related Notice of Borrowing specifies is to be comprised of Eurodollar
Rate Advances, the Borrower shall indemnify each Lender against any loss, out-of-pocket
cost, or expense incurred by such Lender as a result of any failure by the Borrower
to fulfill on or before the date specified in such Notice of Borrowing for such
Borrowing the applicable conditions set forth in Article III including, without
limitation, any loss (including any loss of anticipated profits), cost, or expense
incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by such Lender to fund the Advance to be made by such Lender as part
of such Borrowing when such Advance, as a result of such failure, is not made
on such date. 



                 (e)
Administrative Agent Reliance. Unless the Administrative Agent shall have received
notice from a Lender before the date of any Borrowing that such Lender shall not
make available to the Administrative Agent such Lender's Pro Rata Share of a Borrowing,
the Administrative Agent may assume that such Lender has made its Pro Rata Share
of such Borrowing available to the Administrative Agent on the date of such Borrowing
in accordance with paragraph (a) of this Section 2.03 and the Administrative Agent
may, in reliance upon such assumption, make available to the Borrower on such
date a corresponding amount. If and to the extent that any Lender shall not have
so made its Pro Rata Share of such Borrowing available to the Administrative Agent,
such Lender and the Borrower severally agree to immediately repay to the Administrative
Agent on demand such corresponding amount, together with interest on such amount,
for each day from the date such amount is made available to the Borrower until
the date such amount is repaid to the Administrative Agent, at (i) in the case
of the Borrower, the interest rate applicable on such day to Advances comprising
such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate for
such day. If such Lender shall repay to the Administrative Agent such corresponding
amount and interest as provided above, such corresponding amount so repaid shall
constitute such Lender's Advance as part of such Borrowing for purposes of this
Agreement even though not made on the same day as the other Advances comprising
such Borrowing. 



                 (f)
Lender Obligations Several. The failure of any Lender to make the Advance to be
made by it as part of any Borrowing shall not relieve any other Lender of its
obligation, if any, to make its Advance on the date of such Borrowing. No Lender
shall be responsible for the failure of any other Lender to make the Advance to
be made by such other Lender on the date of any Borrowing. 



                 Section
2.04 Reduction of the Commitments. 



                 (a)
The Borrower shall have the right, upon at least three Business Days' irrevocable
notice to the Administrative Agent, to terminate in whole or reduce ratably in
part the unused 





25





portion of the Commitment; provided that each partial reduction
shall be in the aggregate amount of $3,000,000 or in integral multiples of $1,000,000
in excess thereof. 



                 (b)
Other than as provided in Section 2.04(c) below, any reduction and termination
of the Commitments pursuant to this Section 2.04 shall be applied ratably to each
Lender's Commitment and shall be permanent, with no obligation of the Lenders
to reinstate such Commitments. 



                 (c)
In the event of a Defaulting Lender, the Borrower, at the Borrower's election
may elect to terminate such Defaulting Lender's Commitment hereunder; provided
that (i) such termination must be of the Defaulting Lender's entire Commitment,
(ii) the Borrower shall pay all amounts owed by the Borrower to such Defaulting
Lender under this Agreement and under the other Loan Documents (including principal
of and interest on the Advances owed to such Defaulting Lender, accrued commitment
fees, and letter of credit fees but specifically excluding any amounts owing under
Section 2.12 as result of such payment of Advances) and shall deposit with the
Administrative Agent into the Cash Collateral Account cash collateral in the amount
equal to such Defaulting Lender's ratable share of the Letter of Credit Exposure,
(iii) a Defaulting Lender's Commitment may be terminated by the Borrower under
this Section 2.04(c) if and only if at such time, the Borrower has elected, or
is then electing, to terminate the Commitments of all then existing Defaulting
Lenders. Upon written notice to the Defaulting Lender and Administrative Agent
of the Borrower's election to terminate a Defaulting Lender's Commitment pursuant
to this clause (c) and the payment and deposit of amounts required to be made
by the Borrower under clause (ii) above, (A) such Defaulting Lender shall cease
to be a "Lender" hereunder for all purposes except that such Lender's rights under
Sections 2.13, 2.14, and 9.07 shall continue with respect to events and occurrences
occurring before or concurrently with its ceasing to be a "Lender" hereunder,
(B) such Defaulting Lender's Commitment shall be deemed terminated, and (C) such
Defaulting Lender shall be relieved of its obligations hereunder. 



                 Section
2.05 Prepayment of Advances. 



                 (a)
Optional. The Borrower may prepay the Advances, after giving by 10:00 a.m. (Dallas,
Texas time) (i) in the case of Eurodollar Rate Advances, at least three Business
Days' or (ii) in the case of Reference Rate Advances, same Business Day's, irrevocable
prior written notice (or irrevocable telephone notice promptly confirmed in writing)
to the Administrative Agent stating the proposed date, aggregate principal amount
of such prepayment. If any such notice is given, the Borrower shall prepay the
Advances in whole or ratably in part in an aggregate principal amount equal to
the amount specified in such notice, together with accrued interest to the date
of such prepayment on the principal amount prepaid and amounts, if any, required
to be paid pursuant to Section 2.12 as a result of such prepayment being made
on such date; provided, however, that each partial prepayment with respect to:
(A) any amounts prepaid in respect of Eurodollar Rate Advances shall be applied
to Eurodollar Rate Advances comprising part of the same Borrowing; (B) any amounts
prepaid in respect of Reference Rate Advances shall be made in a minimum amount
of $500,000 and in integral multiples of $300,000 in excess thereof, and (C) any
prepayments made in respect of Borrowings comprised of Eurodollar Rate Advances
shall be made in a minimum amount of $1,000,000 and in integral multiples of $500,000
in excess thereof and in an aggregate principal amount such that after giving
effect 





26





thereto such Borrowing shall have a remaining principal amount
outstanding with respect to such Borrowings of at least $3,000,000. Full prepayments
of any Borrowing are permitted without restriction of amounts. 



                 (b)
Borrowing Base Deficiencies. 



                                  (i)
If the aggregate outstanding amount of the Advances plus the Letter of Credit
Exposure ever exceeds the lesser of the (A) Borrowing Base and (B) the aggregate
Commitments, the Borrower shall, after receipt of written notice from the Administrative
Agent regarding such deficiency, take any of the following actions (and the failure
of the Borrower to take such actions to remedy such Borrowing Base deficiency
shall constitute an Event of Default): 



                                                   (A)
prepay the Advances or, if the Advances have been repaid in full, make deposits
into the Cash Collateral Account to provide cash collateral for the Letter of
Credit Exposure, such that the Borrowing Base deficiency is cured within 10 days
after the date such deficiency notice is received by the Borrower from the Administrative
Agent; 



                                                   (B)
pledge as Collateral for the Obligations additional Oil and Gas Properties acceptable
to the Administrative Agent and the Lenders such that the applicable Borrowing
Base deficiency is cured within 10 days after the date of such notice by the Administrative
Agent is received; 



                                                   (C)
(1) deliver within 10 days after the date such deficiency notice is received by
the Borrower from the Administrative Agent, written notice to the Administrative
Agent indicating the Borrower's election to repay the Advances and make deposits
into the Cash Collateral Account to provide cash collateral for the Letters of
Credit, each in six monthly installments equal to one-sixth of such Borrowing
Base deficiency with the first such installment due 30 days after the date such
deficiency notice is received by the Borrower from the Administrative Agent and
each following installment due 30 days after the preceding installment and (2)
to make such payments and deposits within such time period; or 



                                                   (D)
(1) deliver within 10 days after the date such deficiency notice is received by
the Borrower to the Administrative Agent written notice to the Administrative
Agent indicating the Borrower's election to combine the options provided in clause
(B) and clause (C) above, and also indicating the amount to be prepaid in installments
and the amount to be provided as additional Collateral, and (2) make such six
equal consecutive monthly installments and deliver such additional Collateral
within the time required under clause (B) and clause (C) above. 



                                  (ii)
Each prepayment pursuant to this Section 2.05(b) shall be accompanied by accrued
interest on the amount prepaid to the date of such prepayment and amounts, if
any, required to be paid pursuant to Section 2.12 as a result of such prepayment
being made on such date. Each prepayment under this Section 2.05(b) shall be applied
to the Advances as determined by the Administrative Agent and agreed to by the
Lenders in their sole discretion. 



                 (c)
Reduction of Commitments. 



27





                                  (i)
On the date of each reduction of the aggregate Commitments pursuant to Section
2.04, the Borrower agrees to make a prepayment in respect of the outstanding amount
of the Advances to the extent, if any, that the aggregate unpaid principal amount
of all Advances plus the Letter of Credit Exposure exceeds the lesser of (A) the
aggregate Commitments, as so reduced, and (B) the Borrowing Base. 



                                  (ii)
Each prepayment pursuant to this Section 2.05(c) shall be accompanied by accrued
interest on the amount prepaid to the date of such prepayment and amounts, if
any, required to be paid pursuant to Section 2.12 as a result of such prepayment
being made on such date. Each prepayment under this Section 2.05(c) shall be applied
to the Advances as determined by the Administrative Agent and agreed to by the
Lenders in their sole discretion. 



                 (d)
Illegality. If any Lender shall notify the Administrative Agent and the Borrower
that the adoption of or any change in any applicable Legal Requirement or in the
interpretation of any applicable Legal Requirement makes it unlawful, or that
any central bank or other Governmental Authority asserts that it is unlawful for
such Lender or its Eurodollar Lending Office to perform its obligations under
this Agreement to maintain any Eurodollar Rate Advances of such Lender then outstanding
hereunder, (i) the Borrower shall, no later than 12:00 p.m. (noon) (Dallas, Texas
time) and if not prohibited by law, (A) on the last day of the Interest Period
for each outstanding Eurodollar Rate Advance made by such Lender, or (B) if required
by such notice, on the second Business Day following its receipt of such notice,
either prepay all of the Eurodollar Rate Advances made by such Lender then outstanding
or Convert all of the Eurodollar Rate Advances made by such Lender then outstanding
to Reference Rate Advances, and, in either case, pay all accrued interest on the
principal amount prepaid or Converted to the date of such prepayment or Conversion
and amounts, if any, required to be paid pursuant to Section 2.12 as a result
of such prepayment or Conversion being made on such date, (ii) to the extent the
principal amount of Eurodollar Rate Advances are prepaid, such Lender shall simultaneously
make a Reference Rate Advance to the Borrower on such date in an amount equal
to the aggregate principal amount of the Eurodollar Rate Advances prepaid to such
Lender, and (iii) the right of the Borrower to select Eurodollar Rate Advances
from such Lender for any subsequent Borrowing shall be suspended until such Lender
gives notice referred to above shall notify the Administrative Agent that the
circumstances causing such suspension no longer exist. 



                 (e)
No Additional Right; Ratable Prepayment. The Borrower shall have no right to prepay
any principal amount of any Advance except as provided in Section 2.04(c) and
this Section 2.05, and all notices given pursuant to this Section 2.05 shall be
irrevocable and binding upon the Borrower. Each payment of any Advance pursuant
to this Section 2.05 shall be made in a manner such that all Advances comprising
part of the same Borrowing are paid in whole or ratably in part. 



                 Section
2.06 Repayment of Advances. The Borrower shall repay to the Administrative Agent
for the ratable benefit of the Lenders the outstanding principal amount of each
Advance, together with any accrued interest on the Commitment Termination Date
or such earlier date pursuant to Section 7.02 or Section 7.03. 



                 Section
2.07 Letters of Credit. 





28





                 (a)
Commitment. From time to time from the date of this Agreement until 30 days prior
to the Commitment Termination Date, at the request of the Borrower, the Issuing
Lender shall, on the terms and conditions hereinafter set forth, issue, increase,
or extend the Expiration Date of, Letters of Credit for the account of the Borrower
on any Business Day. No Letter of Credit will be issued, increased, or extended
(and the Issuing Lender shall not be under any obligation to issue any Letter
of Credit): 



                                  (i)
if such issuance, increase, or extension would cause the Letter of Credit Exposure
to exceed the least of (A) $5,000,000, (B) 10% of the Borrowing Base in effect
at such time, and (C) an amount equal to the lesser of (1) the aggregate Commitments
at such time and (2) the Borrowing Base in effect at such time minus, in each
case under this clause (B), the sum of the aggregate outstanding principal amount
of all Advances at such time; 



                                  (ii)
if such Letter of Credit has an Expiration Date later than the earlier of (A)
one year after the date of issuance thereof (or, in the case of any extension
thereof, one year after the date of such extension) and (B) thirty days prior
to the Commitment Termination Date; 



                                  (iii)
unless the Letter of Credit Documents are in form and substance acceptable to
the Issuing Lender in its sole discretion; 



                                  (iv)
unless such Letter of Credit is a standby letter of credit not supporting the
repayment of indebtedness for borrowed money of any Person; 



                                  (v)
unless the Borrower has delivered to the Issuing Lender a completed and executed
Letter of Credit Application (provided that, if the terms of any such Letter of
Credit Application conflicts with the terms of this Agreement, the terms of this
Agreement shall control); 



                                  (vi)
unless such Letter of Credit is governed by (A) the Uniform Customs and Practice
for Documentary Credits (2007 Revision), International Chamber of Commerce Publication
No. 600, or (B) the International Standby Practices (ISP98), International Chamber
of Commerce Publication No. 590, in either case, including any subsequent revisions
thereof approved by a Congress of the International Chamber of Commerce and adhered
to by the Issuing Lender; 



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





29





                                  (viii)
if the issuance of such Letter of Credit would violate one or more policies of
the Issuing Lender applicable to letters of credit generally; 



                                  (ix)
except as otherwise agreed by the Issuing Lender, if such Letter of Credit is
in an initial stated amount less than $100,000; 



                                  (x)
except as otherwise agreed by the Issuing Lender, if Letter of Credit is to be
denominated in a currency other than Dollars; or 



                                  (xi)
a default of any Lender's obligations to fund under Section 2.07(d) exists or
any Lender is at such time a Defaulting Lender hereunder, unless the Issuing Lender
has entered into satisfactory arrangements with the Borrower or such Lender to
eliminate the Issuing Lender's risk with respect to such Lender. 



                 (b)
Participations. Upon the date of the issuance or increase of a Letter of Credit,
the Issuing Lender shall be deemed to have sold to each other Lender having a
Commitment and each other Lender having a Commitment shall have been deemed to
have purchased from the Issuing Lender a participation in the related Letter of
Credit Obligations equal to such Lender's Pro Rata Share at such date and such
sale and purchase shall otherwise be in accordance with the terms of this Agreement.
The Issuing Lender shall promptly notify each such participant Lender having a
Commitment by telephone or telecopy of each Letter of Credit issued, increased,
or extended or converted and the actual dollar amount of such Lender's participation
in such Letter of Credit. 



                 (c)
Issuing. Each Letter of Credit shall be issued, increased, or extended pursuant
to a Letter of Credit Application (or by telephone notice promptly confirmed in
writing by a Letter of Credit Application), given not later than 10:00 a.m. (Dallas,
Texas time) on the fifth Business Day before the date of the proposed issuance,
increase, or extension of the Letter of Credit, and the Issuing Lender shall give
to each other Lender prompt notice thereof by telex, telephone or telecopy. Each
Letter of Credit Application shall be delivered by facsimile or by mail specifying
the information required therein; provided that if such Letter of Credit Application
is delivered by facsimile, the Borrower shall follow such facsimile with an original
by mail. After the Issuing Lender's receipt of such Letter of Credit Application
(by facsimile or by mail) and upon fulfillment of the applicable conditions set
forth in Article III, the Issuing Lender shall issue, increase, or extend such
Letter of Credit for the account of the Borrower. Each Letter of Credit Application
shall be irrevocable and binding on the Borrower. 



                 (d)
Reimbursement. The Borrower hereby agrees to pay on demand to the Issuing Lender
an amount equal to any amount paid by the Issuing Lender under any Letter of Credit.
In the event the Issuing Lender makes a payment pursuant to a request for draw
presented under a Letter of Credit and such payment is not promptly reimbursed
by the Borrower upon demand, the Issuing Lender shall give the Administrative
Agent notice of the Borrower's failure to make such reimbursement and the Administrative
Agent shall promptly notify each Lender having a Commitment of the amount necessary
to reimburse the Issuing Lender. Upon such notice from the Administrative Agent,
each Lender shall promptly reimburse the Issuing Lender for such Lender's Pro
Rata Share of such amount, and such reimbursement shall be deemed for all purposes
of this Agreement to be a Advance to the Borrower transferred at the Borrower's






30





request to the Issuing Lender. If such reimbursement is not made
by any Lender to the Issuing Lender on the same day on which the Administrative
Agent notifies such Lender to make reimbursement to the Issuing Lender hereunder,
such Lender shall pay interest on its Pro Rata Share thereof to the Issuing Lender
at a rate per annum equal to the Federal Funds Rate. The Borrower hereby unconditionally
and irrevocably authorizes, empowers, and directs the Administrative Agent and
the Lenders to record and otherwise treat such reimbursements to the Issuing Lender
as Reference Rate Advances under a Borrowing requested by the Borrower to reimburse
the Issuing Lender that have been transferred to the Issuing Lender at the Borrower's
request. 



                 (e)
Obligations Unconditional. The obligations of the Borrower under this Agreement
in respect of each Letter of Credit shall be unconditional and irrevocable, and
shall be paid strictly in accordance with the terms of this Agreement under all
circumstances, including, without limitation, the following circumstances: 



                                  (i)
any lack of validity or enforceability of any Letter of Credit Documents; 



                                  (ii)
any amendment or waiver of, or any consent to or departure from, any Letter of
Credit Documents; 



                                  (iii)
the existence of any claim, set-off, defense, or other right which the Borrower
may have at any time against any beneficiary or transferee of such Letter of Credit
(or any Persons for whom any such beneficiary or any such transferee may be acting),
the Issuing Lender, or any other person or entity, whether in connection with
this Agreement, the transactions contemplated in this Agreement or in any Letter
of Credit Documents, or any unrelated transaction; 



                                  (iv)
any statement or any 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; 



                                  (v)
payment by the Issuing Lender under such Letter of Credit against presentation
of a draft or certificate which does not comply with the terms of such Letter
of Credit; or 



                                  (vi)
any other circumstance or happening whatsoever, whether or not similar to any
of the foregoing. provided, however, that nothing contained in this paragraph
(e) shall be deemed to constitute a waiver of the Borrower's rights under Section
2.07 (f) below.



                 (f)
Liability of Issuing Lender. The Borrower assumes all risks of the acts or omissions
of any beneficiary or transferee of any Letter of Credit with respect to its use
of such Letter of Credit. Neither the Issuing Lender nor any of its officers or
directors shall be liable or responsible for: 



                                  (i)
the use which may be made of any Letter of Credit or any acts or omissions of
any beneficiary or transferee in connection therewith; 





31





                                  (ii)
the validity, sufficiency, or genuineness of documents, or of any endorsement
thereon, even if such documents should prove to be in any or all respects invalid,
insufficient, fraudulent, or forged; 



                                  (iii)
payment by the Issuing Lender against presentation of documents which do not comply
with the terms of a Letter of Credit, including failure of any documents to bear
any reference or adequate reference to the relevant Letter of Credit; or 



                                  (iv)
any other circumstances whatsoever in making or failing to make payment under
any Letter of Credit (INCLUDING THE ISSUING LENDER'S OWN NEGLIGENCE), except that
the Borrower shall have a claim against the Issuing Lender, and the Issuing Lender
shall be liable to the Borrower, to the extent of any direct, as opposed to consequential,
damages suffered by the Borrower which a court determines in a final, non-appealable
judgment were caused by the Issuing Lender's willful misconduct or gross negligence
in determining whether documents presented under a Letter of Credit comply with
the terms of such Letter of Credit. In furtherance and not in limitation of the
foregoing, the 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. 



                 (g)
Cash Collateral Account. 



                                  (i)
If the Borrower is required to deposit funds in the Cash Collateral Account pursuant
to Sections 2.04(c), 2.05(b), 2.07(g), 2.07(h), 7.02(b), or 7.03(b), then the
Borrower and the Issuing Lender shall establish the Cash Collateral Account and
the Borrower shall execute any documents and agreements, including the Issuing
Lender's standard form assignment of deposit accounts, that the Issuing Lender
requests in connection therewith to establish the Cash Collateral Account and
grant the Issuing Lender a first priority security interest in such account and
the funds therein. The Borrower hereby pledges to the Issuing Lender and grants
the Issuing Lender a security interest in the Cash Collateral Account, whenever
established, all funds held in the Cash Collateral Account from time to time,
and all proceeds thereof as security for the payment of the Obligations. 



                                  (ii)
So long as no Default or Event of Default exists, (A) the Issuing Lender may apply
the funds held in the Cash Collateral Account only to the reimbursement of any
Letter of Credit Obligations, and (B) the Issuing Lender shall release to the
Borrower at the Borrower's written request any funds held in the Cash Collateral
Account in an amount up to but not exceeding the excess, if any (immediately prior
to the release of any such funds), of the total amount of funds held in the Cash
Collateral Account over the Letter of Credit Exposure. During the existence of
any Default or Event of Default, the Issuing Lender may apply any funds held in
the Cash Collateral Account to the Obligations in any order determined by the
Issuing Lender, regardless of any Letter of Credit Exposure that may remain outstanding.
The Issuing Lender may in its sole discretion at any time release to the Borrower
any funds held in the Cash Collateral Account. 



                                  (iii)
The Issuing Lender shall exercise reasonable care in the custody and preservation
of any funds held in the Cash Collateral Account and shall be deemed to have 





32





exercised such care if such funds are accorded treatment substantially
equivalent to that which the Issuing Lender accords its own Property, it being
understood that the Issuing Lender shall not have any responsibility for taking
any necessary steps to preserve rights against any parties with respect to any
such funds. 



                 (h)
Defaulting Lender. If, at any time, a Defaulting Lender exists hereunder, then,
at the request of the Issuing Lender, the Borrower shall deposit funds with Administrative
Agent into the Cash Collateral Account Letter of Credit Collateral Account an
amount equal to such Defaulting Lender's pro rata share of the Letter of Credit
Exposure. 



                 Section
2.08 Fees. 



                 (a)
Commitment Fees. The Borrower agrees to pay to the Administrative Agent for the
account of each Lender having a Commitment a commitment fee equal to 0.50% per
annum of the daily Unused Commitment Amount of such Lender, from the date of this
Agreement until the Commitment Termination Date. The commitment fees shall be
due and payable quarterly in arrears on the last day of each March, June, September,
and December commencing on December 31, 2008 and continuing thereafter through
and including the Commitment Termination Date. 



                 (b)
Letter of Credit Fees. 



                                  (i)
Letter of Credit Fees. The Borrower agrees to pay (A) to the Administrative Agent
for the pro rata benefit of the Lenders having a Commitment a per annum letter
of credit fee for each Letter of Credit issued hereunder in an amount equal to
the Applicable Margin for Eurodollar Rate Advances times the daily maximum amount
available to be drawn under such Letter of Credit and (B) to the Issuing Lender,
a fronting fee for each Letter of Credit equal to .125% per annum times on the
face amount of such Letter of Credit. The fees required under this clause (i)
shall be computed on a quarterly basis in arrears and be due and payable on the
last day of each March, June, September, and December commencing December 31,
2008. 



                                  (ii)
Other Fees. The Borrower also agrees to pay to the Issuing Lender such other usual
and customary fees associated with any transfers, amendments, drawings, negotiations
or reissuances of any Letters of Credit. 



                 (c)
Borrowing Base Increase Fee. The Borrower agrees to pay to the Administrative
Agent for the account of the Lenders in connection with any increase of the Borrowing
Base, a borrowing base increase fee on the amount of such increase. The borrowing
base increase fee shall be in an amount equal to .50% multiplied by the amount
of the increase and shall be due and payable on the date that the increase to
the Borrowing Base becomes effective. 



                 (d)
Facility and Other Fees. To the extent not otherwise included under Section 2.08(a)
and (b), the Borrower agrees to pay to the Administrative Agent the fees required
to be paid under the Fee Letter. 



Section 2.09 Interest. 





33





                 (a)
Applicable Interest Rates. The Borrower shall pay interest on the unpaid principal
amount of each Advance made by each Lender from the date of such Advance until
such principal amount shall be paid in full, at the following rates per annum:




                                  (i)
Reference Rate Advances. If such Advance is a Reference Rate Advance, a rate per
annum equal at all times to the Adjusted Reference Rate in effect from time to
time plus the Applicable Margin in effect from time to time, payable quarterly
in arrears on the last day of each March, June, September, and December commencing
December 31, 2008, and on the date such Reference Rate Advance shall be paid in
full. 



                                  (ii)
Eurodollar Rate Advances. If such Advance is a Eurodollar Rate Advance, a rate
per annum equal at all times during the Interest Period for such Advance to the
Eurodollar Rate for such Interest Period plus the Applicable Margin in effect
from time to time, payable on the last day of such Interest Period, and, in the
case of six-month Interest Periods, on the day that occurs during such Interest
Period three months from the first day of such Interest Period. 



                 (b)
Usury Recapture. 



                                  (i)
If, with respect to any Lender, the effective rate of interest contracted for
under the Loan Documents, including the stated rates of interest and fees contracted
for hereunder and any other amounts contracted for under the Loan Documents that
are deemed to be interest, at any time exceeds the Maximum Rate, then the outstanding
principal amount of the loans made by such Lender hereunder shall bear interest
at a rate which would make the effective rate of interest for such Lender under
the Loan Documents equal the Maximum Rate until the difference between the amounts
which would have been due at the stated rates and the amounts that were due at
the Maximum Rate (the "Lost Interest") has been recaptured by such Lender. 



                                  (ii)
If, when the loans made hereunder are repaid in full, the Lost Interest has not
been fully recaptured by such Lender pursuant to the preceding paragraph, then,
to the extent permitted by law, for the loans made hereunder by such Lender the
interest rates charged under Section 2.09 hereunder shall be retroactively increased
such that the effective rate of interest under the Loan Documents was at the Maximum
Rate since the effectiveness of this Agreement to the extent necessary to recapture
the Lost Interest not recaptured pursuant to the preceding sentence and, to the
extent allowed by law, the Borrower shall pay to such Lender the amount of the
Lost Interest remaining to be recaptured by such Lender. 



                                  (iii)
NOTWITHSTANDING THE FOREGOING OR ANY OTHER TERM IN THIS AGREEMENT AND THE LOAN
DOCUMENTS TO THE CONTRARY, IT IS THE INTENTION OF EACH LENDER AND THE BORROWER
TO CONFORM STRICTLY TO ANY APPLICABLE USURY LAWS. ACCORDINGLY, IF ANY LENDER CONTRACTS
FOR, CHARGES, OR RECEIVES ANY CONSIDERATION THAT CONSTITUTES INTEREST IN EXCESS
OF THE MAXIMUM RATE, THEN ANY SUCH EXCESS SHALL BE CANCELED AUTOMATICALLY AND,
IF PREVIOUSLY PAID, SHALL AT SUCH LENDER'S OPTION BE APPLIED TO THE OUTSTANDING
AMOUNT OF THE ADVANCES MADE HEREUNDER BY SUCH LENDER OR BE REFUNDED TO THE BORROWER.






34





                 Section
2.10 Payments and Computations. 



                 (a)
Payment Procedures. The Borrower shall make each payment under this Agreement
and under the Notes not later than 12:00 p.m. (noon) (Dallas, Texas time) on the
day when due in Dollars to the Administrative Agent at the location referred to
in the Notes (or such other location as the Administrative Agent shall designate
in writing to the Borrower) in same day funds without deduction, setoff, or counterclaim
of any kind. The Administrative Agent shall promptly thereafter cause to be distributed
like funds relating to the payment of principal, interest or fees ratably (other
than amounts payable solely to the Administrative Agent, the Issuing Lender, or
a specific Lender pursuant to Section 2.08(c), 2.12, 2.13, 2.14, 8.05, or 9.07,
but after taking into account payments effected pursuant to Section 9.04) in accordance
with each Lender's Pro Rata Share to the Lenders for the account of their respective
Applicable Lending Offices, and like funds relating to the payment of any other
amount payable to any Lender or the Issuing Lender to such Lender for the account
of its Applicable Lending Office, in each case to be applied in accordance with
the terms of this Agreement. 



                 (b)
Computations. All computations of interest based on the Reference Rate and of
fees (other than Letter of Credit fees) shall be made by the Administrative Agent
on the basis of a year of 365 or 366 days, as the case may be, and all computations
of interest based on the Eurodollar Rate and the Federal Funds Rate and Letter
of Credit fees shall be made by the Administrative Agent, on the basis of a year
of 360 days, in each case for the actual number of days (including the first day,
but excluding the last day) occurring in the period for which such interest or
fees are payable. Each determination by the Administrative Agent of an interest
rate or fee shall be conclusive and binding for all purposes, absent manifest
error. 



                 (c)
Non-Business Day Payments. Whenever any payment shall be stated to be due on a
day other than a Business Day, such payment shall be made on the next succeeding
Business Day, and such extension of time shall in such case be included in the
computation of payment of interest or fees, as the case may be; provided, however,
that if such extension would cause payment of interest on or principal of Eurodollar
Rate Advances to be made in the next following calendar month, such payment shall
be made on the next preceding Business Day. 



                 (d)
Administrative Agent Reliance. Unless the Administrative Agent shall have received
written notice from the Borrower prior to the date on which any payment is due
to the Lenders that the Borrower shall not make such payment in full, the Administrative
Agent may assume that the Borrower has made such payment in full to the Administrative
Agent on such date and the Administrative Agent may, in reliance upon such assumption,
cause to be distributed to each Lender on such date an amount equal to the amount
then due such Lender. If and to the extent the Borrower shall not have so made
such payment in full to the Administrative Agent, each Lender shall repay to the
Administrative Agent forthwith on demand such amount distributed to such Lender,
together with interest, for each day from the date such amount is distributed
to such Lender until the date such Lender repays such amount to the Administrative
Agent, at the Federal Funds Rate for such day. 



                 Section
2.11 Sharing of Payments, Etc. If any Lender shall obtain any payment (whether
voluntary, involuntary, through the exercise of any right of set-off, or otherwise)
on account of the Advances or Letter of Credit Obligations made by it in excess
of its Pro Rata 





35





Share of payments on account of the Advances or Letter of Credit
Obligations obtained by all the Lenders (other than as a result of a termination
of a Defaulting Lender's Commitment under Section 2.04(c)), such Lender shall
notify the Administrative Agent and forthwith purchase from the other Lenders
such participations in the Advances made by them or Letter of Credit Obligations
held by them as shall be necessary to cause such purchasing Lender to share the
excess payment ratably with each of them; provided, however, that if all or any
portion of such excess payment is thereafter recovered from such purchasing Lender,
such purchase from each Lender shall be rescinded and such Lender shall repay
to the purchasing Lender the purchase price to the extent of such Lender's ratable
share (according to the proportion of (a) the amount of the participation sold
by such Lender to the purchasing Lender as a result of such excess payment to
(b) the total amount of such excess payment) of such recovery, together with an
amount equal to such Lender's ratable share (according to the proportion of (i)
the amount of such Lender's required repayment to the purchasing Lender to (ii)
the total amount of all such required repayments to the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect
of the total amount so recovered. The Borrower agrees that any Lender so purchasing
a participation from another Lender pursuant to this Section 2.11 may, to the
fullest extent permitted by law, exercise all its rights of payment (including
the right of set-off) with respect to such participation as fully as if such Lender
were the direct creditor of the Borrower in the amount of such participation.




                 Section
2.12 Breakage Costs. Upon demand of any Lender (with a copy to the Administrative
Agent) from time to time, the Borrower shall promptly compensate such Lender for
and hold such Lender harmless from any loss, cost or expense incurred by it as
a result of: (a) any continuation, conversion, payment or prepayment of any Advance
other than a Reference Rate Advance on a day other than the last day of the Interest
Period for such Advance (whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise); (b) any failure by any Borrower (for a reason other
than the failure of such Lender to make a Advance) to prepay, borrow, continue
or convert any Advance other than a Reference Rate Advance on the date or in the
amount notified by the Borrower; or (c) any assignment of a Eurodollar Rate Advance
on a day other than the last day of the Interest Period therefor as a result of
a request by the Borrower pursuant to Section 2.15; including any loss of anticipated
profits, any foreign exchange losses and any loss or expense arising from the
liquidation or reemployment of funds obtained by it to maintain such Advance,
from fees payable to terminate the deposits from which such funds were obtained
or from the performance of any foreign exchange contract. The Borrower shall also
pay any customary administrative fees charged by such Lender in connection with
the foregoing. For purposes of calculating amounts payable by the Borrower to
the Lenders under this Section 2.12, each Lender shall be deemed to have funded
each Eurodollar Rate Advance made by it at the Eurodollar Base Rate used in determining
the Eurodollar Rate for such Advance by a matching deposit or other borrowing
in the offshore interbank market for such currency for a comparable amount and
for a comparable period, whether or not such Eurodollar Rate Advance was in fact
so funded. 



                 Section
2.13 Increased Costs. 



                 (a)
Eurodollar Rate Advances. If, due to either (i) the adoption of or any change
(other than any change by way of imposition or increase of reserve requirements
included in the Eurodollar Rate Reserve Percentage) in any applicable Legal Requirement
or in the 





36





interpretation of any applicable Legal Requirement or (ii) the
compliance with any guideline or request from any central bank or other Governmental
Authority (whether or not having the force of law), there shall be any increase
in the cost to any Lender of agreeing to make or making, funding, or maintaining
Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand
by such Lender (with a copy of such demand to the Administrative Agent), immediately
pay to the Administrative Agent for the account of such Lender additional amounts
sufficient to compensate such Lender for such increased cost. A certificate as
to the amount of such increased cost and detailing the calculation of such cost
submitted to the Borrower and the Administrative Agent by such Lender shall be
conclusive and binding for all purposes, absent manifest error. 



                 (b)
Capital Adequacy. If any Lender or the Issuing Lender determines in good faith
that compliance with any applicable Legal Requirement or any guideline or request
from any central bank or other Governmental Authority (whether or not having the
force of law) affects or would affect the amount of capital required or expected
to be maintained by such Lender or the Issuing Lender or any corporation controlling
such Lender or the Issuing Lender and that the amount of such capital is increased
by or based upon the existence of such Lender's commitment to lend or the Issuing
Lender's commitment to issue the Letters of Credit and other commitments of this
type, then, upon 30 days' prior written notice by such Lender or the Issuing Lender
(with a copy of any such demand to the Administrative Agent), the Borrower shall
immediately pay to the Administrative Agent for the account of such Lender or
to the Issuing Lender, as the case may be, from time to time as specified by such
Lender or the Issuing Lender, additional amounts sufficient to compensate such
Lender or the Issuing Lender, in light of such circumstances, (i) with respect
to such Lender, to the extent that such Lender reasonably determines such increase
in capital to be allocable to the existence of such Lender's commitment to lend
under this Agreement and (ii) with respect to the Issuing Lender, to the extent
that the Issuing Lender reasonably determines such increase in capital to be allocable
to the issuance or maintenance of the Letters of Credit. A certificate as to such
amounts and detailing the calculation of such amounts submitted to the Borrower
by such Lender or the Issuing Lender shall be conclusive and binding for all purposes,
absent manifest error. 



                 (c)
Letters of Credit. If any change in any applicable Legal Requirement or in the
interpretation thereof by any court or administrative or Governmental Authority
charged with the administration thereof shall either (i) impose, modify, or deem
applicable any reserve, special deposit, or similar requirement against letters
of credit issued by, or assets held by, or deposits in or for the account of,
the Issuing Lender or (ii) impose on the Issuing Lender any other condition regarding
the provisions of this Agreement relating to the Letters of Credit or any Letter
of Credit Obligations, and the result of any event referred to in the preceding
clause (i) or (ii) shall be to increase the cost to the Issuing Lender of issuing
or maintaining any Letter of Credit (which increase in cost shall be determined
by the Issuing Lender's reasonable allocation of the aggregate of such cost increases
resulting from such event), then, upon demand by the Issuing Lender, the Borrower
shall pay to the Issuing Lender, from time to time as specified by the Issuing
Lender, additional amounts which shall be sufficient to compensate the Issuing
Lender for such increased cost. A certificate as to such increased cost incurred
by the Issuing Lender, as a result of any event mentioned in clause (i) or (ii)
above, and detailing the calculation of such increased costs submitted by the
Issuing Lender to the Borrower, shall be conclusive and binding for all purposes,
absent manifest error. 





37





                 Section
2.14 Taxes. 



                 (a)
No Deduction for Certain Taxes. Any and all payments by the Borrower shall be
made, in accordance with Section 2.10, free and clear of and without deduction
for any and all present or future taxes, levies, imposts, deductions, charges
or withholdings sought by any Governmental Authority, and all liabilities with
respect thereto, excluding, in the case of each Lender, the Issuing Lender, and
the Administrative Agent, taxes imposed on its income, and franchise taxes imposed
on it, by the jurisdiction under the laws of which such Lender, the Issuing Lender,
or the Administrative Agent (as the case may be) is organized or any political
subdivision of the jurisdiction (all such non-excluded taxes, levies, imposts,
deductions, charges, withholdings and liabilities being hereinafter referred to
as "Taxes") and, in the case of each Lender and the Issuing Lender, Taxes by the
jurisdiction of such Lender's Applicable Lending Office or any political subdivision
of such jurisdiction. If the Borrower shall be required by applicable Legal Requirement
to deduct any Taxes from or in respect of any sum payable to any Lender, the Issuing
Lender, or the Administrative Agent, (i) the sum payable shall be increased as
may be necessary so that, after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.14), such Lender, the
Issuing Lender, or the Administrative Agent (as the case may be) receives an amount
equal to the sum it would have received had no such deductions been made; provided,
however, that if the Borrower's obligation to deduct or withhold Taxes is caused
solely by such Lender's, the Issuing Lender's, or the Administrative Agent's failure
to provide the forms described in paragraph (d) of this Section 2.14 and such
Lender, the Issuing Lender, or the Administrative Agent could have provided such
forms, no such increase shall be required; (ii) the Borrower shall make such deductions;
and (iii) the Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law. 



                 (b)
Other Taxes. In addition, the Borrower agrees to pay any present or future stamp
or documentary taxes or any other excise or property taxes, charges or similar
levies which arise from any payment made or from the execution, delivery or registration
of, or otherwise with respect to, this Agreement, the Notes, or the other Loan
Documents (hereinafter referred to as "Other Taxes"). 



                 (c)
Indemnification. THE BORROWER INDEMNIFIES EACH LENDER, THE ISSUING LENDER, AND
THE ADMINISTRATIVE AGENT FOR THE FULL AMOUNT OF TAXES OR OTHER TAXES (INCLUDING,
WITHOUT LIMITATION, ANY TAXES OR OTHER TAXES IMPOSED BY ANY JURISDICTION ON AMOUNTS
PAYABLE UNDER THIS SECTION 2.14) PAID BY SUCH LENDER, THE ISSUING LENDER, OR THE
ADMINISTRATIVE AGENT (AS THE CASE MAY BE) AND ANY LIABILITY (INCLUDING INTEREST
AND EXPENSES) ARISING THEREFROM OR WITH RESPECT THERETO, WHETHER OR NOT SUCH TAXES
OR OTHER TAXES WERE CORRECTLY OR LEGALLY ASSERTED. EACH PAYMENT REQUIRED TO BE
MADE BY THE BORROWER IN RESPECT OF THIS INDEMNIFICATION SHALL BE MADE TO THE ADMINISTRATIVE
AGENT FOR THE BENEFIT OF ANY PARTY CLAIMING SUCH INDEMNIFICATION WITHIN 30 DAYS
FROM THE DATE THE BORROWER RECEIVES WRITTEN DEMAND THEREFOR FROM THE ADMINISTRATIVE
AGENT ON BEHALF OF ITSELF AS ADMINISTRATIVE AGENT, THE ISSUING LENDER, OR ANY
SUCH LENDER. IF ANY LENDER, THE ADMINISTRATIVE AGENT, OR THE ISSUING 





38





LENDER RECEIVES A REFUND IN RESPECT OF ANY TAXES PAID BY THE BORROWER
UNDER THIS PARAGRAPH (C), SUCH LENDER, THE ADMINISTRATIVE AGENT, OR THE ISSUING
LENDER, AS THE CASE MAY BE, SHALL PROMPTLY PAY TO THE BORROWER THE BORROWER'S
SHARE OF SUCH REFUND. 



                 (d)
Foreign Lender Withholding Exemption. Each Lender and Issuing Lender that is not
incorporated under the laws of the United States of America or a state thereof
agrees that it shall deliver to the Borrower and the Administrative Agent (i)
two duly completed copies of United States Internal Revenue Service Form W8-ECI
or W8-BEN or successor applicable form, as the case may be, certifying in each
case that such Lender is entitled to receive payments under this Agreement and
the Notes payable to it, without deduction or withholding of any United States
federal income taxes, (ii) if applicable, an Internal Revenue Service Form W-8
or W-9 or successor applicable form, as the case may be, to establish an exemption
from United States backup withholding tax, and (iii) any other governmental forms
which are necessary or required under an applicable tax treaty or otherwise by
law to reduce or eliminate any withholding tax, which have been reasonably requested
by the Borrower. Each Lender which delivers to the Borrower and the Administrative
Agent a Form W8-ECI or W8-BEN and Form W-8 or W-9 pursuant to the next preceding
sentence further undertakes to deliver to the Borrower and the Administrative
Agent two further copies of the said letter and Form W8-ECI or W8-BEN and Form
W-8 or W-9, or successor applicable forms, or other manner of certification, as
the case may be, on or before the date that any such letter or form expires or
becomes obsolete or after the occurrence of any event requiring a change in the
most recent letter and form previously delivered by it to the Borrower and the
Administrative Agent, and such extensions or renewals thereof as may reasonably
be requested by the Borrower and the Administrative Agent certifying in the case
of a Form W8-ECI or W8-BEN that such Lender is entitled to receive payments under
this Agreement without deduction or withholding of any United States federal income
taxes. If an event (including without limitation any change in treaty, law or
regulation) has occurred prior to the date on which any delivery required by the
preceding sentence would otherwise be required that renders all such forms inapplicable
or that would prevent any Lender from duly completing and delivering any such
letter or form with respect to it and such Lender advises the Borrower and the
Administrative Agent that it is not capable of receiving payments without any
deduction or withholding of United States federal income tax, and in the case
of a Form W-8 or W-9, establishing an exemption from United States backup withholding
tax, such Lender shall not be required to deliver such letter or forms. The Borrower
shall withhold tax at the rate and in the manner required by the laws of the United
States with respect to payments made to a Lender failing to timely provide the
requisite Internal Revenue Service forms. 





39





                 Section
2.15 Replacement of Lender. If (i) any Lender requests compensation under Section
2.13(a) or (b), (ii) any Lender suspends its obligation to continue, or Convert
Advances into, Eurodollar Rate Advances pursuant to Section 2.03(c)(ii) or Section
2.11, or (iii) any Lender becomes a Defaulting Lender (any such Lender, a "Subject
Lender"), then (A) in the case of a Defaulting Lender, the Administrative Agent
may, upon notice to the Subject Lender and the Borrower, require such Subject
Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in, and consents required by, Section 9.06), all
of its interests, rights and obligations under this Agreement and the related
Loan Documents to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment) and (B) in the case
of any Subject Lender, including a Defaulting Lender, the Borrower may, upon notice
to the Subject Lender and the Administrative Agent and at the Borrower's sole
cost and expense, require such Subject Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in, and
consents required by, Section 9.06), all of its interests, rights and obligations
under this Agreement and the related Loan Documents to an assignee that shall
assume such obligations (which assignee may be another Lender, if a Lender accepts
such assignment), provided that, in any event: 



                 (A)
as to assignments requested by the Borrower, the Borrower shall have paid to the
Administrative Agent the assignment fee specified in Section 9.06; 



                 (B)
such Subject Lender shall have received payment of an amount equal to the outstanding
principal of its Advances and participations in outstanding Letter of Credit Obligations,
accrued interest thereon, accrued fees and all other amounts payable to it hereunder
and under the other Loan Documents (including any amounts under Section 2.12)
from the assignee (to the extent of such outstanding principal and accrued interest
and fees) or the Applicable Borrower (in the case of all other amounts); 



                 (C)
in the case of any such assignment resulting from a claim for compensation under
Section 2.13, such assignment will result in a reduction in such compensation
or payments thereafter; and 



                 (D)
such assignment does not conflict with applicable Legal Requirements. 



A Lender shall not be required to make any such assignment or delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation cease to apply.
Solely for purposes of effecting the assignment required for a Defaulting Lender
under this Section 2.15 and to the extent permitted under applicable Legal Requirements,
each Lender hereby designates and appoints the Administrative Agent as true and
lawful agent and attorney-in-fact, with full power and authority, for and on behalf
of and in the name of such Lender to execute, acknowledge and deliver the Assignment
and Acceptance required hereunder if such Lender was a Defaulting Lender and such
Lender shall be bound thereby as fully and effectively as if such Lender had personally
executed, acknowledged and delivered the same. In lieu of the Borrower or the
Administrative Agent replacing a Defaulting Lender as provided in this Section
2.15, the Borrower may terminate such Defaulting Lender's Commitment as provided
in Section 2.04. 



40






ARTICLE III 



CONDITIONS OF LENDING 



                 Section
3.01 Conditions Precedent to Initial Borrowings and the Initial Letter of Credit.
The obligations of each Lender to make its initial Advance and the Issuing Lender
to issue any initial Letter of Credit shall be subject to the conditions precedent
that: 



                 (a)
Documentation. The Administrative Agent shall have received the following duly
executed by all the parties thereto, in form and substance satisfactory to the
Administrative Agent, and where applicable, in sufficient copies for each Lender:




                                  (i)
this Agreement, a Note payable to the order of each Lender in the amount of its
Commitment, the Guaranties, the Pledge Agreements, the Security Agreements, and
Mortgages encumbering all of the Borrower's and its Subsidiaries' Proven Reserves
and Oil and Gas Properties(other than Oil and Gas Properties located in the State
of Arkansas), and each of the other Loan Documents, and all attached exhibits
and schedules; 



                                  (ii)
a favorable opinion of the Borrower's and the Subsidiaries' counsel (including
its local counsel) dated as of the date of this Agreement and substantially in
the form of the attached Exhibit K, covering the matters discussed in such Exhibit
and such other matters as the Administrative Agent, on behalf of the Lenders,
may reasonably request; 



                                  (iii)
copies, certified as of the date of this Agreement by a Responsible Officer of
the Borrower of (A) the resolutions of the Board of Directors of the Borrower,
approving the Loan Documents to which the Borrower is a party and authorizing
the entering into of Hedge Contracts, (B) the bylaws of the Borrower, (C) the
certificate (or articles) of incorporation of the Borrower duly certified by the
Secretary of State of Nevada, and (D) all other documents evidencing other necessary
corporate action and governmental approvals, if any, with respect to this Agreement,
the Note, and the other Loan Documents; 



                                  (iv)
certificates of a Responsible Officer of the Borrower certifying the names and
true signatures of the officers authorized to sign this Agreement, the Notes,
Notices of Borrowing, Notices of Conversion or Continuation, and the other Loan
Documents and Hedge Contracts to which the Borrower is a party; 



                                  (v)
copies, certified as of the date of this Agreement by a Responsible Officer or
the secretary or an assistant secretary of each Subsidiary of (A) the resolutions
of the Board of Directors of such Subsidiary approving the Loan Documents to which
it is a party and authorizing the entering into of Hedge Contracts, (B) the articles
or certificate (as applicable) of incorporation (or organization) of such Subsidiary
certified by the Secretary of State for the state of organization, (C) the bylaws
or other governing documents of such Subsidiary, and (D) all other documents evidencing
other necessary corporate action and governmental approvals, if any, with respect
to the Guaranty, the Security Instruments, and the other Loan Documents and Hedge
Contracts to which such Subsidiary is a party; 



                                  (vi)
a certificate of a Responsible Officer of each Subsidiary certifying the names
and true signatures of officers of such Subsidiary authorized to sign the Guaranty,




41





Security Instruments and the other Loan Documents and Hedge Contracts
to which such Subsidiary is a party; 



                                  (vii)
certificates of good standing for the Borrower and each Subsidiary in each state
in which each such Person is organized or qualified to do business, which certificate
shall be dated a date not sooner than 30 days prior to the date of this Agreement;




                                  (viii)
a certificate dated as of the date of this Agreement from the Responsible Officer
of the Borrower stating that (A) all representations and warranties of the Borrower
set forth in this Agreement are true and correct in all material respects as of
such date (except in the case of representations and warranties that are made
solely as of an earlier date or time, which representations and warranties shall
be true and correct in all material respects as of such earlier date or time);
(B) no Default has occurred and is continuing; and (C) the conditions in clauses
(a), (b), (c), and (h) - (n) of this Section 3.01 have been met; 



                                  (ix)
appropriate UCC-1 Financing Statements covering the Collateral for filing with
the appropriate authorities and any other documents, agreements or instruments
necessary to create an Acceptable Security Interest in such Collateral; 



                                  (x)
certificates evidencing the Equity Interests required in connection with the Pledge
Agreements and powers executed in blank for each such certificate; 



                                  (xi)
insurance certificates naming the Administrative Agent loss payee or additional
insured, as applicable, and evidencing insurance that meet the requirements of
this Agreement and the Security Instruments, and that are otherwise satisfactory
to the Administrative Agent; (xii) the Initial Engineering Report; and 



                                  (xiii)
such other documents, governmental certificates, agreements and lien searches
as the Administrative Agent or any Lender may reasonably request. 



                 (b)
Payment of Fees. On or prior to the date of this Agreement, the Borrower shall
have paid the fees required by Section 2.08(c) and all costs and expenses that
have been invoiced and are payable pursuant to Section 9.04. 



                 (c)
Delivery of Financial Statements. The Administrative Agent and the Lenders shall
have received true and correct copies of (i) Financial Statements, (ii) the Interim
Financial Statements and (iii) such other financial information as the Lenders
may reasonably request. 



                 (d)
Security Instruments. The Administrative Agent shall have received all appropriate
evidence required by the Administrative Agent and the Lenders in their sole discretion
necessary to determine that the Administrative Agent (for its benefit and the
benefit of the Secured Parties) shall have an Acceptable Security Interest in
the Collateral (which shall include all of the Borrower's and its Subsidiaries'
Proven Reserves and Oil and Gas Properties (as set forth in the Initial Engineering
Report)) and that all actions or filings necessary to protect, preserve and validly
perfect such Liens have been made, taken or obtained, as the case may be, and
are in full force and effect. 



42





                 (e)
Title. The Administrative Agent shall be satisfied in its sole discretion with
the title to the Oil and Gas Properties of the Borrower and its Subsidiaries and
that such Oil and Gas Properties constitute at least 85% of the present value
of the Proven Reserves categorized as "total proved" of the Borrower and its Subsidiaries
as determined by the Administrative Agent in its sole discretion. 



                 (f)
Environmental. The Administrative Agent shall have received such environmental
assessments or other reports as it may reasonably require and shall be satisfied
with the condition of the Oil and Gas Properties with respect to the Borrower's
compliance with Environmental Laws. 



                 (g)
No Default. No Default shall have occurred and be continuing. 



                 (h)
Representations and Warranties. The representations and warranties contained in
Article IV hereof and in each other Loan Document shall be true and correct in
all material respects as of the date of the initial Borrowing (except in the case
of representations and warranties which are made solely as of an earlier date
or time, which representations and warranties shall be true and correct in all
material respects as of such earlier date or time). 



                 (i)
Material Adverse Change. No event or circumstance that could cause a Material
Adverse Change shall have occurred. 



                 (j)
No Proceeding or Litigation; No Injunctive Relief. No action, suit, investigation
or other proceeding (including, without limitation, the enactment or promulgation
of a statute or rule) by or before any arbitrator or any Governmental Authority
shall be threatened or pending and no preliminary or permanent injunction or order
by a state or federal court shall have been entered (i) in connection with (A)
any of the Oil and Gas Properties or other Properties of the Borrower and its
Subsidiaries or (B) this Agreement or any transaction contemplated hereby or (ii)
which, in any case, in the judgment of the Administrative Agent, could reasonably
be expected to result in a Material Adverse Change. 



                 (k)
Consents, Licenses, Approvals, etc. The Administrative Agent shall have received
true copies (certified to be such by the Borrower or other appropriate party)
of all consents, licenses and approvals required in accordance with applicable
Legal Requirements, or in accordance with any document, agreement, instrument
or arrangement to which the Borrower, or any the Subsidiary is a party, in connection
with the execution, delivery, performance, validity and enforceability of this
Agreement and the other Loan Documents. In addition, the Borrower and each Subsidiary
shall have all such material consents, licenses and approvals required in connection
with the continued operation of the Borrower or any Subsidiary, and such approvals
shall 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 this Agreement
and the actions contemplated hereby. 



                 (l)
Material Contracts. The Borrower shall have delivered to the Administrative Agent
copies of all material contracts, agreements, or instruments listed on Schedule
4.19. 



43





                 (m)
Notice of Borrowing. The Administrative Agent shall have received a Notice of
Borrowing from the Borrower in the form of Exhibit F, with appropriate insertions
and executed by a duly authorized Responsible Officer of the Borrower. (n) Subordination
Agreements. The Administrative Agent shall have received subordination agreements
executed by the Borrower and the holders of the Subordinated Debt listed on Schedule
1.01(b), the terms of which shall be satisfactory to the Administrative Agent
in its sole discretion. 



                 (o)
[Reserved]. 



                 (p)
Budget. The Borrower shall have delivered to the Administrative Agent a written
budget for the 36 month period following the Closing Date setting forth (a) a
monthly cash flow budget for the 12 month period following the Closing Date, (b)
the Borrower's projections for production volumes, revenues, expenses, taxes and
budgeted Capital Expenditures during such period, including evidences of sources
and uses for the Advances under this Agreement and (c) details of the Borrower's
development activities during such period. 



                 (q)
USA Patriot Act. The Borrower shall have delivered to each Lender that is subject
to the Act such information requested by such Lender in order to comply with the
Act. 



                 Section
3.02 Conditions Precedent to All Borrowings. The obligation of each Lender to
make an Advance on the occasion of each Borrowing and of the Issuing Lender to
issue, increase, or extend any Letter of Credit shall be subject to the further
conditions precedent that on the date of such Borrowing or the date of the issuance,
increase, or extension of such Letter of Credit: 



                 (a)
the following statements shall be true (and each of the giving of the applicable
Notice of Borrowing, Notice of Conversion or Continuation, or Letter of Credit
Application and the acceptance by the Borrower of the proceeds of such Borrowing
or the issuance, increase, or extension of such Letter of Credit shall constitute
a representation and warranty by the Borrower that on the date of such Borrowing
or on the date of such issuance, increase, or extension of such Letter of Credit,
as applicable, such statements are true): 



                                  (i)
the representations and warranties contained in Article IV of this Agreement and
the representations and warranties contained in the Security Instruments, the
Guaranties, and each of the other Loan Documents are true and correct in all material
respects on and as of the date of such Borrowing or the date of the issuance,
increase, or extension of such Letter of Credit, before and after giving effect
to such Borrowing or to the issuance, increase, or extension of such Letter of
Credit and to the application of the proceeds from such Borrowing, as though made
on and as of such date (except in the case of representations and warranties which
are made solely as of an earlier date or time, which representations and warranties
shall be true and correct in all material respects as of such earlier date or
time); provided that, for the avoidance of doubt, any representation and warranty
that is qualified as to "materiality", "Material Adverse Effect" or similar language
shall be true and correct (after giving effect to any qualification therein) in
all respects on such respective dates; and 



44





                                  (ii)
no Default has occurred and is continuing or would result from such Borrowing
or from the application of the proceeds therefrom, or would result from the issuance,
increase, or extension of such Letter of Credit; 



                 (b)
the Administrative Agent shall have received such other approvals, opinions, or
documents as any Lender through the Administrative Agent may reasonably request.




ARTICLE IV 



REPRESENTATIONS AND WARRANTIES 



                 The
Borrower represents and warrants as follows: 



                 Section
4.01 Existence; Subsidiaries. The Borrower is (a) a corporation duly incorporated,
validly existing and in good standing under the laws of the State of Nevada and
(b) in good standing and qualified to do business as a foreign corporation in
each jurisdiction where its ownership or lease of Property or conduct of its business
requires such qualification. Each Subsidiary of the Borrower is (i) duly organized,
validly existing, and in good standing (if applicable) under the laws of its jurisdiction
of formation and (ii) in good standing and qualified to do business as a foreign
corporation or other foreign business entity in each jurisdiction where its ownership
or lease of Property or conduct of its business requires such qualification. As
of the date of this Agreement, the Borrower has no Subsidiaries other than listed
on Schedule 4.01 and the Borrower owns no other Equity Interests in any Person
except in such Subsidiaries and otherwise as set forth in Schedule 4.01. 



                 Section
4.02 Power. The execution, delivery, and performance by the Borrower and by each
Subsidiary of this Agreement, the Notes, and the other Loan Documents to which
it is a party and the consummation of the transactions contemplated hereby and
thereby (a) are within the Borrower's and such Subsidiaries' governing powers,
(b) have been duly authorized by all necessary governing action, (c) do not contravene
(i) the Borrower's or any Subsidiary's certificate or articles of incorporation
or formation, limited partnership agreement, bylaws, limited liability company
agreement, or other similar governance documents or (ii) any law or any contractual
restriction binding on or affecting the Borrower or any Subsidiary, and (d) will
not result in or require the creation or imposition of any Lien prohibited by
this Agreement. At the time of each Advance and the issuance, extension or increase
of a Letter of Credit, such Advance and such Letter of Credit, and the use of
the proceeds of such Advance and such Letter of Credit, will be within the Borrower's
governing powers, will have been duly authorized by all necessary partnership
action, will not contravene (i) the Borrower's bylaws, certificate (or articles)
of incorporation or other organizational documents, or (ii) any law or any contractual
restriction binding on or affecting the Borrower and will not result in or require
the creation or imposition of any Lien prohibited by this Agreement. 



                 Section
4.03 Authorization and Approvals. No consent, order, authorization, or approval
or other action by, and no notice to or filing with, any Governmental Authority
or any other Person is required for the due execution, delivery, and performance
by the Borrower of this Agreement, the Notes, or the other Loan Documents to which
the Borrower is a party or by each Subsidiary of its Guaranty or the other Loan
Documents to which it is a party or the



45





consummation of the transactions contemplated thereby, except for
(a) the filing of UCC-1 Financing Statements and the Mortgages in the state and
county filing offices and (b) those consents and approvals that have been obtained
or made on or prior to the date of this Agreement and that are in full force and
effect. At the time of each Borrowing and each issuance, increase or extension
of a Letter of Credit, no authorization or approval or other action by, and no
notice to or filing with, any Governmental Authority will be required for such
Borrowing or such issuance, increase or extension of such Letter of Credit or
the use of the proceeds of such Borrowing or such Letter of Credit, except for
(i) the filing of any additional UCC-1 Financing Statements and the Mortgages
in the state and county filing offices and (ii) those consents and approvals that
have been obtained or made on or prior to the date of such Borrowing, which are,
as of the date of such Borrowing, in full force and effect. 



                 Section
4.04 Enforceable Obligations. This Agreement, the Notes, and the other Loan Documents
to which the Borrower is a party have been duly executed and delivered by the
Borrower and the other Loan Documents to which each Subsidiary is a party have
been duly executed and delivered by its Subsidiaries. Each Loan Document is the
legal, valid, and binding obligation of the Borrower and each Subsidiary that
is a party to it, enforceable against the Borrower and each such Subsidiary in
accordance with its terms, except as such enforceability may be limited by any
applicable bankruptcy, insolvency, reorganization, moratorium, or similar law
affecting creditors' rights generally and by general principles of equity. 



                 Section
4.05 Financial Statements. 



                 (a)
The Borrower has delivered to the Administrative Agent and the Lenders copies
of the Financial Statements and the Interim Financial Statements, and the Financial
Statements and the Interim Financial Statements are accurate and complete in all
material respects and present fairly in all material respects the consolidated
financial condition of Borrower and its Subsidiaries as of their respective dates
and for their respective periods in accordance with GAAP. All projections, estimates,
and pro forma financial information furnished by the Borrower, whether pursuant
to financial statements or in connection with other information delivered to any
Lender or the Administrative Agent, were prepared on the basis of assumptions,
data, information, tests, or conditions believed to be reasonable at the time
such projections, estimates, and pro forma financial information were made in
light of current and foreseeable conditions (it being understood that projections
as to future events are not to be viewed as facts and that actual results may
differ from projected results). 



                 (b)
Since March 31, 2008, no event or circumstance that could cause a Material Adverse
Change has occurred. 



                 (c)
As of the date of this Agreement and after giving effect to the making of the
initial Advances or the issuance of the initial Letters of Credit, neither the
Borrower nor any Subsidiary has any Debt other than the Debt listed on Schedule
4.05. 



                 Section
4.06 True and Complete Disclosure. All factual information (excluding estimates)
heretofore or contemporaneously furnished by or on behalf of the Borrower or any
of its Subsidiaries in writing to any Lender or the Administrative Agent for purposes
of or in connection with this Agreement, any other Loan Document or any transaction
contemplated 



46





hereby or thereby is, and all other such factual information hereafter
furnished by or on behalf of the Borrower and its Subsidiaries in writing to the
Administrative Agent or any of the Lenders shall be, true and accurate in all
material respects on the date as of which such information is dated or certified
and does not contain any untrue statement of a material fact or omit to state
any material fact necessary to make the statements contained therein not misleading
at such time. 



                 Section
4.07 Litigation; Compliance with Laws. 



                 (a)
There is no pending or, to the best knowledge of the Borrower, threatened action
or proceeding affecting the Borrower or any of its Subsidiaries before any court,
Governmental Authority or arbitrator that could reasonably be expected to cause
a Material Adverse Change or which purports to affect the legality, validity,
binding effect or enforceability of this Agreement, any Note, or any other Loan
Document. Additionally, there is no pending or, to the best knowledge of the Borrower,
threatened action or proceeding instituted against the Borrower or any of its
Subsidiaries which seeks to adjudicate the Borrower or any of its Subsidiaries
as bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief, or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the entry of an order for relief or the appointment of a receiver,
trustee or other similar official for it or for any substantial part of its Property.




                 (b)
The Borrower and its Subsidiaries have complied in all material respects with
all material statutes, rules, regulations, orders, and restrictions of any Governmental
Authority having jurisdiction over the conduct of their respective businesses
or the ownership of their respective Property. The offer, sale, and issuance of
all outstanding Equity Interests in the Borrower have been made in compliance
with all applicable Legal Requirements, including without limitation federal and
state Legal Requirements relating to the offer and sale of securities. 



                 Section
4.08 Use of Proceeds. The proceeds of the Advances will be used by the Borrower
for the purposes described in Section 5.09. The Borrower is not engaged in the
business of extending credit for the purpose of purchasing or carrying margin
stock (within the meaning of Regulation U). No proceeds of any Advance will be
used to purchase or carry any margin stock in violation of Regulation T, U or
X. 



                 Section
4.09 Investment Company Act. Neither the Borrower nor any of its Subsidiaries
is an "investment company" or a company "controlled" by an "investment company"
within the meaning of the Investment Company Act of 1940, as amended. 



                 Section
4.10 Taxes. 



                 (a)
Reports and Payments. All material Returns (as defined below in clause (c) of
this Section) required to be filed by or on behalf of the Borrower, its Subsidiaries,
or any member of the Controlled Group (hereafter collectively called the "Tax
Group") have been duly filed on a timely basis or appropriate extensions have
been obtained, and such Returns are and will be true, complete, and correct in
all material respects; and all Taxes shown to be payable on the Returns or on
subsequent assessments with respect thereto will have been paid in full on a 



47





timely basis, and no other Taxes will be payable by the Tax Group
with respect to items or periods covered by such Returns, except in each case
to the extent of (i) reserves reflected in the Interim Financial Statements or
(ii) taxes that are being contested in good faith. The reserves for accrued Taxes
reflected in the financial statements delivered to the Lenders under this Agreement
are adequate in the aggregate for the payment of all unpaid Taxes, whether or
not disputed, for the period ended as of the date thereof and for any period prior
thereto, and for which the Tax Group may be liable in its own right, as withholding
agent or as a transferee of the assets of, or successor to, any Person. 



                 (b)
Taxes Definition. "Taxes" in this Section 4.10 shall mean all taxes, charges,
fees, levies, or other assessments imposed by any federal, state, local, or foreign
taxing authority, including without limitation, income, gross receipts, excise,
real or personal property, sales, occupation, use, service, leasing, environmental,
value added, transfer, payroll, and franchise taxes (and including any interest,
penalties, or additions to tax attributable to or imposed on with respect to any
such assessment). 



                 (c)
Returns Definition. "Returns" in this Section 4.10 shall mean any federal, state,
local, or foreign report, estimate, declaration of estimated Tax, information
statement or return relating to, or required to be filed in connection with, any
Taxes, including any information return or report with respect to backup withholding
or other payments of third parties. 



                 Section
4.11 Pension Plans. All Plans are in compliance in all material respects with
all applicable provisions of ERISA. No Termination Event has occurred with respect
to any Plan, and each Plan has complied with and been administered in all material
respects in accordance with applicable provisions of ERISA and the Code. No "accumulated
funding deficiency" (as defined in Section 302 of ERISA) has occurred, and for
plan years after December 31, 2007, no unpaid minimum required contribution exists,
and there has been no excise tax imposed under Section 4971 of the Code. No Reportable
Event has occurred with respect to any Multiemployer Plan, and each Multiemployer
Plan has complied with and been administered in all material respects with applicable
provisions of ERISA and the Code. The present value of all benefits vested under
each Plan (based on the assumptions used to fund such Plan) did not, as of the
last annual valuation date applicable thereto, exceed the value of the assets
of such Plan allocable to such vested benefits. Neither the Borrower nor any member
of the Controlled Group has had a complete or partial withdrawal from any Multiemployer
Plan for which there is any withdrawal liability. As of the most recent valuation
date applicable thereto, neither the Borrower nor any member of the Controlled
Group would become subject to any liability under ERISA if the Borrower or any
member of the Controlled Group has received notice that any Multiemployer Plan
is insolvent or in reorganization. Based upon GAAP existing as of the date of
this Agreement and current factual circumstances, the Borrower has no reason to
believe that the annual cost during the term of this Agreement to the Borrower
or any member of the Controlled Group for post-retirement benefits to be provided
to the current and former employees of the Borrower or any member of the Controlled
Group under Plans that are welfare benefit plans (as defined in Section 3(1) of
ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse
Change. 



                                  (i)
Condition and Title of Property; Casualties. Each of the Borrower and its Subsidiaries
has good and defensible title to, or a valid leasehold interest in, or has the
right to 



48





use pursuant to valid licenses, all of its Oil and Gas Properties,
free and clear of all Liens, except for Permitted Liens. The material Properties
owned or leased by the Borrower or any of its Subsidiaries in the continuing operations
of the Borrower and each of its Subsidiaries are in good repair, working order
and operating condition (subject to normal wear and tear). Since March 31, 2008,
neither the business nor the material Properties of the Borrower and each of its
Subsidiaries, taken as a whole, has been materially and adversely affected as
a result of any fire, explosion, earthquake, flood, drought, windstorm, accident,
strike or other labor disturbance, embargo, requisition or taking of Property
or cancellation of contracts, Permits, or concessions by a Governmental Authority,
riot, activities of armed forces, or acts of God or of any public enemy. With
respect to the Initial Engineering Report, (A) the Borrower owns the Oil and Gas
Properties specified therein and such Oil and Gas Properties are free and clear
of any Liens (except Permitted Liens), (B) on and as of the date of such Engineering
Report, the PDP Reserves identified therein was developed for Hydrocarbons, and
the wells pertaining to such Oil and Gas Properties that are described therein
as producing wells ("Wells"), were each producing Hydrocarbons in paying quantities,
except for Wells that were utilized as water or gas injection wells or as water
disposal wells, (C) other than a decrease by no more than 20% in the Borrower's
interest in PUD Reserves identified therein attributable to the "Barnett Project
Area", the descriptions of quantum and nature of the record title and beneficial
interests of the Borrower set forth in such Engineering Report include the entire
record title and beneficial interests of the Borrower in such Oil and Gas Properties,
are complete and accurate in all respects, and take into account all Permitted
Liens, (D) there are no "back-in" or "reversionary" interests held by third parties
which could reduce the interests of the Borrower in such Oil and Gas Properties
as set forth in Engineering Report, and (E) no operating or other agreement to
which the Borrower or any of its Subsidiaries is a party or by which the Borrower
or any of its Subsidiaries is bound affecting any part of such Oil and Gas Properties
requires the Borrower or any of its Subsidiaries to bear any of the costs relating
to such Oil and Gas Properties greater than the record title interest of the Borrower
or any of its Subsidiaries in such portion of the such Oil and Gas Properties
as set forth in such Engineering Report, except in the event the Borrower or any
of its Subsidiaries is obligated under an operating agreement to assume a portion
of a defaulting party's share of costs. 



                 Section
4.12 No Burdensome Restrictions; No Defaults. 



                 (a)
Neither the Borrower nor any of its Subsidiaries is a party to any indenture,
loan, or credit agreement or any lease or other agreement or instrument or subject
to any charter or corporate restriction or provision of applicable law or governmental
regulation that could reasonably be expected to cause a Material Adverse Change.
Neither the Borrower nor any of its Subsidiaries is in default in any material
respect under or with respect to any contract, agreement, lease, or other instrument
to which the Borrower or any Subsidiary is a party. Neither the Borrower nor any
of its Subsidiaries has received any notice of default under any material contract,
agreement, lease, or other instrument to which the Borrower or such Subsidiary
is a party. 



                 (b)
No Default has occurred and is continuing. 



                 Section
4.13 Environmental Condition. 



49





                 (a)
Permits, Etc. The Borrower and its Subsidiaries (i) have obtained all Environmental
Permits required under Environmental Law for the ownership and operation of their
respective Properties and the conduct of their respective businesses; (ii) have
at all times been and are in material compliance with all terms and conditions
of such Permits and with all other material requirements of applicable Environmental
Laws; (iii) have not received notice of any outstanding material violation or
alleged violation of any Environmental Law or Permit; and (iv) are not subject
to any actual, pending or to the Borrower's knowledge, threatened Environmental
Claim, that could reasonably be expected to cause a Material Adverse Change. 



                 (b)
Certain Liabilities. To the Borrower's actual knowledge, none of the present or
previously owned, leased or operated Property of the Borrower or any Subsidiary,
wherever located, (i) has been placed on or proposed to be placed on the National
Priorities List, the Comprehensive Environmental Response Compensation Liability
Information System list, or their state or local analogs, or have been otherwise
investigated, designated, listed, or identified as a potential site for removal,
remediation, cleanup, closure, restoration, reclamation, or other response activity
under any Environmental Laws; (ii) is subject to a Lien, arising under or in connection
with any Environmental Laws, that attaches to any revenues or to any Property
owned, leased or operated by the Borrower or any of its Subsidiaries, wherever
located, that could reasonably be expected to cause a Material Adverse Change;
or (iii) has been the site of any Release of Hazardous Substances or Hazardous
Wastes from present or past operations that has caused at the site or at any third-party
site any condition that has resulted in or could reasonably be expected to result
in the need for Response that would cause a Material Adverse Change. 



                 (c)
Certain Actions. Without limiting the foregoing, (i) all necessary notices have
been properly filed, and no further action is required under current Environmental
Law as to each Response or other restoration or remedial project undertaken by
the Borrower or its Subsidiaries on any of their presently or formerly owned,
leased or operated Property and (ii) there are no facts, circumstances, conditions
or occurrences with respect to any Property owned, leased or operated by the Borrower
or any of its Subsidiaries that could reasonably be expected to form the basis
of an Environmental Claim under Environmental Laws that could reasonably be expected
to result in a Material Adverse Change. 



                 Section
4.14 Permits, Licenses, Etc. The Borrower and its Subsidiaries possess all authorizations,
Permits, licenses, patents, patent rights or licenses, trademarks, trademark rights,
trade names rights and copyrights which are material to the conduct of their business.
The Borrower and its Subsidiaries manage and operate their business in all material
respects in accordance with all applicable Legal Requirements and good industry
practices. 



                 Section
4.15 Gas Contracts. Neither the Borrower nor any of its Subsidiaries, as of the
date hereof, (a) is obligated in any material respect by virtue of any prepayment
made under any contract containing a "take-or-pay" or "prepayment" provision or
under any similar agreement to deliver Hydrocarbons produced from or allocated
to any of the Borrower's and its Subsidiaries' Oil and Gas Properties at some
future date without receiving full payment therefor at the time of delivery or
(b) except as has been disclosed to the Administrative Agent, has produced gas,
in any material amount, subject to balancing rights of third parties or subject
to balancing duties under governmental requirements. 



50





                 Section
4.16 Liens; Titles, Leases, Etc. None of the Property of the Borrower or any of
the Subsidiaries is subject to any Lien other than Permitted Liens. On the date
of this Agreement, all governmental actions and all other filings, recordings,
registrations, third party consents and other actions which are necessary to create
and perfect the Liens provided for in the Security Instruments will have been
made, obtained and taken in all relevant jurisdictions. Other than to the extent
such could not reasonably be expected to cause a Material Adverse Change, (i)
all leases and agreements for the conduct of business of the Borrower and its
Subsidiaries are valid and subsisting, in full force and effect and there exists
no default or event of default or circumstance which with the giving of notice
or lapse of time or both would give rise to a default by the Borrower or any Subsidiary,
or to the Borrower's knowledge, by any of the other parties thereto, under any
such leases or agreements. Neither the Borrower nor any of its Subsidiaries is
a party to any agreement or arrangement (other than this Agreement and the Security
Instruments), or subject to any order, judgment, writ or decree, that either restricts
or purports to restrict its ability to grant Liens to secure the Obligations against
their respective Properties. 



                 Section
4.17 Solvency and Insurance. Before and after giving effect to the making of the
initial Advances, the Borrower and each of its Subsidiaries is Solvent. Furthermore,
each of the Borrower and its Subsidiaries carry insurance required under Section
5.02 of this Agreement. 



                 Section
4.18 Material Agreements. Schedule 4.19 sets forth a complete and correct list
of all material agreements, leases, indentures, purchase agreements, obligations
in respect of letters of credit, guarantees, joint venture agreements, and other
instruments in effect or to be in effect as of the date hereof (other than the
agreements set forth in Schedule 4.20) providing for, evidencing, securing or
otherwise relating to any Debt of the Borrower or any of its Subsidiaries, and
all obligations of the Borrower or any of its Subsidiaries to issuers of surety
or appeal bonds issued for account of the Borrower or any such Subsidiary, and
such list correctly sets forth the names of the debtor or lessee and creditor
or lessor with respect to the Debt or lease obligations outstanding or to be outstanding
and the Property subject to any Lien securing such Debt or lease obligation. Also
set forth on Schedule 4.19 hereto is a complete and correct list, as of the date
of this Agreement, of all material agreements and other instruments of the Borrower
and its Subsidiaries relating to the purchase, transportation by pipeline, gas
processing, marketing, sale and supply of natural gas and other Hydrocarbons and
which either (a) has a term longer than 6 months or (b) provides for liabilities
of the Borrower and its Subsidiaries in excess of $1,000,000. To the extent requested,
the Borrower has heretofore delivered to the Administrative Agent and the Lenders
a complete and correct copy of all such material credit agreements, indentures,
purchase agreements, contracts, letters of credit, guarantees, joint venture agreements,
or other instruments, including any modifications or supplements thereto, as in
effect on the date hereof. 



                 Section
4.19 Hedging Agreements. Schedule 4.20 sets forth, as of the date of this Agreement,
a true and complete list of all Hedge Contracts of the Borrower and each Subsidiary,
the material terms thereof (including the type, term, effective date, termination
date and notional amounts or volumes), the net mark to market value thereof, all
credit support agreements relating thereto (including any margin required or supplied),
and the counterparty to each such agreement. 



51






ARTICLE V



AFFIRMATIVE COVENANTS 



                 So
long as any Note or any amount under any Loan Document shall remain unpaid, any
Letter of Credit shall remain outstanding, or any Lender shall have any Commitment
hereunder, the Borrower agrees, unless the Required Lenders shall otherwise consent
in writing, to comply with the following covenants. 



                 Section
5.01 Compliance with Laws, Etc. The Borrower shall comply, and cause each of its
Subsidiaries to comply, in all material respects with all applicable Legal Requirements.
Without limiting the generality and coverage of the foregoing, the Borrower shall
comply, and shall cause each of its Subsidiaries to comply, in all material respects,
with all Environmental Laws and all laws, regulations, or directives with respect
to equal employment opportunity and employee safety in all jurisdictions in which
the Borrower, or any of its Subsidiaries do business; provided, however, that
this Section 5.01 shall not prevent the Borrower or any of its Subsidiaries from,
in good faith and with reasonable diligence, contesting the validity or application
of any such Legal Requirements by appropriate legal proceedings. Without limitation
of the foregoing, the Borrower shall, and shall cause each of its Subsidiaries
to, (a) maintain and possess all authorizations, Permits, licenses, trademarks,
trade names, rights and copyrights which are necessary to the conduct of its business
and (b) obtain, as soon as practicable, all consents or approvals required from
any states of the United States (or other Governmental Authorities) necessary
to grant the Administrative Agent an Acceptable Security Interest in the Borrower's
and its Subsidiaries' Oil and Gas Properties. 



                 Section
5.02 Maintenance of Insurance. 



                 (a)
The Borrower shall, and shall cause each of its Subsidiaries to, procure and maintain
or shall cause to be procured and maintained continuously in effect policies of
insurance in form and amounts and issued by companies, associations, or organizations
reasonably satisfactory to the Administrative Agent, covering such casualties,
risks, perils, liabilities and other hazards reasonably required by the Administrative
Agent. In addition, the Borrower shall, and shall cause each of its Subsidiaries
to, comply with all requirements regarding insurance contained in the Security
Instruments. 



                 (b)
All certified copies of policies or certificates thereof, and endorsements and
renewals thereof shall be delivered to and retained by the Administrative Agent.
All policies of insurance shall either have attached thereto a Lender's loss payable
endorsement for the benefit of the Administrative Agent, as loss payee in form
reasonably satisfactory to the Administrative Agent or shall name the Administrative
Agent as an additional insured, as applicable. The Borrower shall furnish the
Administrative Agent with a certificate of insurance or a certified copy of all
policies of insurance required. All policies or certificates of insurance shall
set forth the coverage, the limits of liability, the name of the carrier, the
policy number, and the period of coverage. In addition, all policies of insurance
required under the terms hereof shall contain an endorsement or agreement by the
insurer that any loss shall be payable in accordance with the terms of such policy
notwithstanding any act of negligence of the Borrower, or a Subsidiary or any
party holding under the Borrower or a Subsidiary which might otherwise result
in a 



52





forfeiture of the insurance and the further agreement of the insurer
waiving all rights of setoff, counterclaim or deductions against the Borrower
and its Subsidiaries. All such policies shall contain a provision that notwithstanding
any contrary agreements between the Borrower, its Subsidiaries, and the applicable
insurance company, such policies will not be canceled, allowed to lapse without
renewal, surrendered or amended (which provision shall include any reduction in
the scope or limits of coverage) without at least 30 days' prior written notice
to the Administrative Agent. In the event that, notwithstanding the "lender's
loss payable endorsement" requirement of this Section 5.02, the proceeds of any
insurance policy described above are paid to the Borrower or a Subsidiary, the
Borrower shall deliver such proceeds to the Administrative Agent immediately upon
receipt. 



                 Section
5.03 Preservation of Corporate Existence, Etc. The Borrower shall (a) preserve
and maintain, and cause each of its Subsidiaries to preserve and maintain, its
limited partnership, corporate or limited liability company, as applicable, existence
(except as otherwise permitted pursuant to Section 6.04), rights, franchises,
and privileges in the jurisdiction of its incorporation or organization, as applicable,
and (b) qualify and remain qualified, and cause each such Subsidiary to qualify
and remain qualified, as a foreign corporation or such other foreign business
entity in each jurisdiction in which qualification is necessary or desirable in
view of its business and operations or the ownership of its Properties, and, in
each case, where failure to qualify or preserve and maintain its rights and franchises
could reasonably be expected to cause a Material Adverse Change. 



                 Section
5.04 Payment of Taxes, Etc. The Borrower shall pay and discharge, and cause each
of its Subsidiaries to pay and discharge, before the same shall become delinquent,
(a) all taxes, assessments, and governmental charges or levies imposed upon it
or upon its income or profits or Property that are material in amount, prior to
the date on which penalties attach thereto and (b) all lawful claims that are
material in amount which, if unpaid, might by law become a Lien upon its Property;
provided, however, that neither the Borrower nor any such Subsidiary shall be
required to pay or discharge any such tax, assessment, charge, levy, or claim
which is being contested in good faith and by appropriate proceedings, and with
respect to which reserves in conformity with GAAP have been provided. 



                 Section
5.05 Visitation Rights. At any reasonable time and from time to time, upon reasonable
notice, the Borrower shall, and shall cause its Subsidiaries to, permit the Administrative
Agent and any Lender or any of their respective agents or representatives thereof,
to (a) examine and make copies of and abstracts from the records and books of
account of, and visit and inspect at their reasonable discretion the Properties
of, the Borrower and any such Subsidiary and (b) discuss the affairs, finances
and accounts of the Borrower and any such Subsidiary with any of their respective
officers or directors. 



                 Section
5.06 Reporting Requirements. The Borrower shall furnish to the Administrative
Agent and each Lender: 



                 (a)
Annual Financials. As soon as available but in any event not later than 90 days
after the end of fiscal year of the Borrower, commencing with the fiscal year
ending March 31, 2009, (i) (A) a copy of the annual audit report for such year
for the Borrower and its consolidated Subsidiaries, including therein the Borrower's
and its consolidated Subsidiaries' balance sheets as 



53





of the end of such fiscal year and the Borrower's and its consolidated
Subsidiaries' statements of income, cash flows, and retained earnings, in each
case certified by independent certified public accountants of national standing
reasonably acceptable to the Administrative Agent, and including any management
letters delivered by such accountants to the Borrower or any Subsidiary in connection
with such audit, (B) a certificate of such accounting firm to the Administrative
Agent and the Lenders stating that such audit was conducted by such accounting
firm in accordance with generally accepted auditing standards, and (C) a Compliance
Certificate executed by a Responsible Officer of the Borrower and (ii) a copy
of the unaudited annual consolidating financial statements, if any, of each of
its Subsidiaries, including therein such Subsidiary's balance sheet and statements
of income, cash flows, and retained earnings for such fiscal year; 



                 (b)
Quarterly Financials. As soon as available and in any event not later than 60
days after the end of each of the first three fiscal quarters of each fiscal year
of the Borrower and its consolidated Subsidiaries, commencing with the fiscal
quarter ended September 30, 2008, (i) the unaudited balance sheet and the statements
of income, cash flows, and retained earnings of the Borrower and its consolidated
Subsidiaries for the period commencing at the end of the previous year and ending
with the end of such fiscal quarter, all in reasonable detail and duly certified
with respect to such consolidated statements (subject to year-end audit adjustments)
by a Responsible Officer of the Borrower as having been prepared in accordance
with GAAP and (ii) a Compliance Certificate executed by the Responsible Officer
of the Borrower; 



                 (c)
Capital Expenditures. As soon as available and in any event not later than 45
days after the end of each fiscal year, a budget detailing the Capital Expenditures
of the Borrower and its Subsidiaries for the immediately subsequent fiscal year;




                 (d)
Oil and Gas Engineering Reports. 



                                  (i)
As soon as available but in any event on or before each July 1 of each year, an
Independent Engineering Report dated effective as of April 1 for such year;



                                  (ii)
As soon as available but in any event on or before January 1 of each year, commencing
with January 1, 2010, an Internal Engineering Report dated effective as of the
immediately preceding October 1; 



                                  (iii)
Such other information as may be reasonably requested by the Administrative Agent
or any Lender with respect to the Oil and Gas Properties included or to be included
in the Borrowing Base; 



                                  (iv)
With the delivery of each Engineering Report, a certificate from a Responsible
Officer of the Borrower certifying that, to the best of his knowledge and in all
material respects: (a) the information contained in the Engineering Report and
any other information delivered in connection therewith is true and correct in
all material respects, (b) the Borrower or its Subsidiary, as applicable, owns
good and defensible title to the Oil and Gas Properties evaluated in such Engineering
Report and classified as Proven Reserves and such Oil and Gas Properties classified
as Proven Reserves are subject to an Acceptable Security Interest and free of
all Liens except for Permitted Liens, (c) on a net basis there are no gas imbalances,




54





take or pay or other prepayments with respect to its Oil and Gas Properties evaluated
in such Engineering Report that would require the Borrower or any of its Subsidiaries
to deliver Hydrocarbons produced from such Oil and Gas Properties at some future
time without then or thereafter receiving full payment therefor other than that
which do not result in the Borrower or any Subsidiary having net aggregate liability
in excess of $500,000, the details of which shall be set forth on an exhibit to
the certificate upon request by the Administrative Agent, (d) none of its Oil
and Gas Properties have been sold since the date of the last Borrowing Base determination
except as set forth on an exhibit to the certificate, which certificate shall
list all of its Oil and Gas Properties sold and in such detail as reasonably required
by the Required Lenders, (e) attached to the certificate is a list of its Oil
and Gas Properties added to and deleted from the immediately prior Engineering
Report and a list showing any change in working interest or net revenue interest
in its Oil and Gas Properties occurring and the reason for such change, (f) attached
to the certificate is a list of all Persons disbursing proceeds to the Borrower
or to its Subsidiary, as applicable, from its Oil and Gas Properties, and (g)
attached to the certificate is a monthly cash flow budget for the 12 months following
the delivery of such certificate setting forth the Borrower's projections for
production volumes, revenues, expenses, taxes and budgeted capital expenditures
during such period; 



                 (e)
Production Reports. As soon as available and in any event within 60 days after
the end of each fiscal quarter, commencing with the fiscal quarter ended September
30, 2008, a report certified by a Responsible Officer of the Borrower in form
and substance reasonably satisfactory to the Administrative Agent prepared by
the Borrower covering each of the Oil and Gas Properties of the Borrower and its
Subsidiaries and detailing on a quarterly basis (i) the production and associated
lease operating statements for the Oil and Gas Properties of the Borrower and
its Subsidiaries containing Proven Reserves in form and substance reasonably satisfactory
to the Administrative Agent, together with a certificate signed by a Responsible
Officer of the Borrower as to the truth and accuracy of such analyses in all material
respects; (ii) any material changes to any producing reservoir, production equipment,
or producing well from the report delivered for the preceding fiscal quarter,
and (iii) any sales of the Borrower's or any Subsidiaries' Oil and Gas Properties
since the delivery of the report for the preceding fiscal quarter; 



                 (f)
Defaults. As soon as possible and in any event within three business days after
an officer of the Borrower or a Subsidiary has knowledge of (i) the occurrence
of any Default or (ii) the occurrence of any default under any instrument or document
evidencing Debt of the Borrower or any Subsidiary having an aggregate principal
amount in excess $100,000, in each case which Default or default is continuing
on the date of such statement, a statement of a Responsible Officer of the Borrower
setting forth the details of such Default or default, as applicable, and the actions
which the Borrower or such Subsidiary has taken and proposes to take with respect
thereto; 



                 (g)
Quarterly Report on Hedging and Deferred Purchase Obligations. Upon the delivery
of the Engineering Reports required to be delivered by the Borrower to the Administrative
Agent and the Lenders pursuant to Section 2.02 and within 60 days after the end
of each fiscal quarter end, a statement prepared by Borrower and certified as
being true and correct in all material respects by a Responsible Officer of Borrower,
setting forth in reasonable detail: 



55





                                  (i)
all Hydrocarbon Hedge Agreements to which any production of oil, gas or other
Hydrocarbons from the Oil and Gas Properties of the Borrower and its Subsidiaries
is then subject, together with a statement of Borrower's position with respect
to each such Hydrocarbon Hedge Agreement; provided, however, if the price of any
of the oil, gas or other Hydrocarbons produced from such Oil and Gas Properties
is subject to a Hydrocarbon Hedge Agreement, then Borrower shall promptly notify
the Administrative Agent and the Lenders if such Hydrocarbon Hedge Agreement is
terminated, modified, amended or altered prior to the end of its contractual term,
or if there is an amendment, adjustment or modification of the price of any of
the oil, gas or other Hydrocarbons produced from such Oil and Gas Properties that
is subject to or established by a Hydrocarbon Hedge Agreement; and 



                                  (ii)
all Debt incurred in the form of deferred purchase price of Oil and Gas Property
as permitted under Section 6.02(b), including the crude oil or natural gas pricing
thresholds which would trigger a payment thereunder; provided, however, the Borrower
shall promptly notify the Administrative Agent and the Lenders if there is an
amendment, adjustment or modification of such pricing thresholds. 



                 (h)
Termination Events. As soon as possible and in any event (i) within 30 days after
the Borrower or any member of the Controlled Group knows or has reason to know
that any Termination Event described in clause (a) of the definition of Termination
Event with respect to any Plan has occurred, and (ii) within three Business Days
after the Borrower or any member of the Controlled Group knows or has reason to
know that any other Termination Event with respect to any Plan has occurred, a
statement of a Responsible Officer of the Borrower describing such Termination
Event and the action, if any, which the Borrower or such Controlled Group member
proposes to take with respect thereto; 



                 (i)
Termination of Plans. Promptly and in any event within three Business Days after
receipt thereof by the Borrower or any member of the Controlled Group from the
PBGC, copies of each notice received by the Borrower or any such member of the
Controlled Group of the PBGC's intention to terminate any Plan or to have a trustee
appointed to administer any Plan; 



                 (j)
Other ERISA Notices. Promptly and in any event within three Business Days after
receipt thereof by the Borrower or any member of the Controlled Group from a Multiemployer
Plan sponsor, a copy of each notice received by the Borrower or any member of
the Controlled Group concerning the imposition or amount of withdrawal liability
pursuant to Section 4202 of ERISA; 



                 (k)
Environmental Notices. Promptly upon the receipt thereof by the Borrower or any
of its Subsidiaries, a copy of any form of request, notice, summons or citation
received from the Environmental Protection Agency, or any other Governmental Authority,
concerning (i) violations or alleged violations of Environmental Laws, which seeks
to impose liability therefor, (ii) any action or omission on the part of the Borrower
or any Subsidiary or any former Subsidiaries in connection with Hazardous Waste
or Hazardous Substances that could reasonably result in the imposition of liability
therefor, including without limitation any information request related to, or
notice of, potential responsibility under CERCLA, or (iii) concerning the filing
of a Lien upon, against or in connection with the Borrower or any Subsidiary,
or any of their leased or owned Property, wherever located; 



56





                 (l)
Other Governmental Notices. Promptly and in any event within three Business Days
after receipt thereof by the Borrower or any Subsidiary, a copy of any notice,
summons, citation, or proceeding seeking to modify in any material respect, revoke,
or suspend any material contract, license, permit or agreement with any Governmental
Authority; 



                 (m)
Material Changes. Prompt written notice of any condition or event of which the
Borrower has knowledge, which condition or event has resulted or may reasonably
be expected to result in (i) a Material Adverse Change or (ii) a breach of or
noncompliance with any material term, condition, or covenant of any material contract
to which the Borrower or any of its Subsidiaries is a party or by which they or
their Properties may be bound; 



                 (n)
Disputes, Etc. Prompt written notice of (i) any claims, legal or arbitration proceedings,
proceedings before any Governmental Authority, or disputes, or to the knowledge
of the Borrower threatened, or affecting the Borrower, or any of its Subsidiaries
that could reasonably be expected to cause a Material Adverse Change, or any material
labor controversy of which the Borrower or any of its Subsidiaries has knowledge
resulting in or reasonably considered to be likely to result in a strike against
the Borrower or any of its Subsidiaries and (ii) any claim, judgment, Lien or
other encumbrance (other than a Permitted Lien) affecting any Property of the
Borrower or any Subsidiary if the value of the claim, judgment, Lien, or other
encumbrance affecting such Property shall exceed $100,000; 



                 (o)
Other Accounting Reports. Promptly upon receipt thereof, a copy of each other
report or letter submitted to the Borrower or any Subsidiary by independent accountants
in connection with any annual, interim or special audit made by them of the books
of the Borrower and its Subsidiaries, and a copy of any response by the Borrower
or any Subsidiary of the Borrower, or the Board of Directors of the Borrower or
any Subsidiary of the Borrower, to such letter or report; 



                 (p)
Notices Under Other Loan Agreements. Promptly after the furnishing thereof, copies
of any statement, report or notice furnished to any Person pursuant to the terms
of any indenture, loan or credit or other similar agreement relating to Debt of
the Borrower or its Subsidiaries in an aggregate principal amount in excess of
$100,000, other than this Agreement and not otherwise required to be furnished
to the Lenders pursuant to any other provision of this Section 5.06; 



                 (q)
SEC Filings. Promptly after the sending or filing thereof, copies of all proxy
material, reports and other information which the Borrower or any of its Subsidiaries
sends to or files with the SEC or sends to any shareholder of the Borrower or
of any of its Subsidiaries; and 



                 (r)
Other Information. Such other information respecting the business or Properties,
or the condition or operations, financial or otherwise, of the Borrower or any
of its Subsidiaries, as any Lender through the Administrative Agent may from time
to time reasonably request. The Administrative Agent agrees to provide the Lenders
with copies of any material notices and information delivered solely to the Administrative
Agent pursuant to the terms of this Agreement. 



57





                 Section
5.07 Maintenance of Property. The Borrower shall, and shall cause each of its
Subsidiaries to, maintain their owned, leased, or operated Property in good condition
and repair (normal wear and tear excepted) and shall abstain, and cause each of
its Subsidiaries to abstain from, knowingly or willfully permitting the commission
of waste or other injury, destruction, or loss of natural resources, or the occurrence
of pollution, contamination, or any other condition in, on or about the owned,
leased or operated Property involving the Environment that could reasonably be
expected to result in Response activities and that could reasonably be expected
to cause a Material Adverse Change. 



                 Section
5.08 Agreement to Pledge. The Borrower shall, and shall cause each Subsidiary
to, grant to the Administrative Agent an Acceptable Security Interest in any Property
of the Borrower or any Subsidiary now owned or hereafter acquired promptly after
receipt of a written request from the Administrative Agent. 



                 Section
5.09 Use of Proceeds. The Borrower shall use the proceeds of the Advances and
Letters of Credit for (a) the Refinancing, (b) the payment of fees and expenses,
including legal expenses, associated with the closing of this Agreement, (c) the
acquisition and development of Oil and Gas Properties to the extent permitted
herein, and (d) other working capital and other general corporate purposes. 



                 Section
5.10 Title Evidence. The Borrower shall from time to time upon the reasonable
request of the Administrative Agent, take such actions and execute and deliver
such documents and instruments as the Administrative Agent shall require to ensure
that the Administrative Agent shall, at all times, have received satisfactory
title information (including, if requested, supplemental or new title opinions
addressed to it), which title information (a) shall collectively cover at least
85% of the present value of the Proven Reserves of the Borrower and its Subsidiaries
as determined by the Administrative Agent, (b) shall be in form and substance
acceptable to the Administrative Agent in its sole discretion, and (c) may, if
requested by the Administrative Agent, include opinions regarding the before payout
and after payout ownership interests held by the Borrower and the Borrower's Subsidiaries
for all wells located on the Oil and Gas Properties covered thereby as to the
ownership of Oil and Gas Properties of the Borrower and its Subsidiaries. Notwithstanding
the generality of the foregoing, within 60 days after the date hereof the Borrower
shall provide copies of (or otherwise provide access to) all participation agreements
in effect as of the date hereof which may affect the Borrower's title the Proven
Reserves covered under Initial Independent Engineering Report. 



                 Section
5.11 Further Assurances; Cure of Title Defects. The Borrower shall, and shall
cause each Subsidiary to, cure promptly any defects in the creation and issuance
of the Notes and the execution and delivery of the Security Instruments and this
Agreement. The Borrower hereby authorizes the Lenders or the Administrative Agent
to file any financing statements without the signature of the Borrower to the
extent permitted by applicable law in order to perfect or maintain the perfection
of any security interest granted under any of the Loan Documents. The Borrower
at its expense will, and will cause each Subsidiary to, promptly execute and deliver
to the Administrative Agent upon its reasonable request all such other documents,
agreements and instruments to comply with or accomplish the covenants and agreements
of the Borrower or any Subsidiary, as the case may be, in the Security Instruments
and this Agreement, or to further evidence and more fully describe the collateral
intended as 



58





security for the Notes, or to correct any omissions in the Security
Instruments, or to state more fully the security obligations set out herein or
in any of the Security Instruments, or to perfect, protect or preserve any Liens
created pursuant to any of the Security Instruments, or to make any recordings,
to file any notices or obtain any consents, all as may be necessary or appropriate
in connection therewith or to enable the Administrative Agent to exercise and
enforce its rights and remedies with respect to any Collateral. Within 60 days
after (a) a request by the Administrative Agent or the Lenders to cure any title
defects or exceptions that are not Permitted Liens raised by such information
or (b) a notice by the Administrative Agent that the Borrower has failed to comply
with Section 5.10 above, the Borrower shall (i) cure such title defects or exceptions
that are not Permitted Liens or substitute acceptable Oil and Gas Properties with
no title defects or exceptions except for Permitted Liens covering Collateral
of an equivalent value and (ii) deliver to the Administrative Agent satisfactory
title evidence (including supplemental or new title opinions meeting the foregoing
requirements) in form and substance acceptable to the Administrative Agent in
its reasonable business judgment as to the Borrower's and its Subsidiaries' ownership
of such Oil and Gas Properties and the Administrative Agent's Liens and security
interests therein as are required to maintain compliance with Section 5.10. In
addition, the Borrower shall cause the Administrative Agent to, at all times,
have an Acceptable Security Interest in all of the Borrower's and its Subsidiaries'
Proven Reserves. 



                 Section
5.12 Material Agreements. The Borrower shall, and shall cause each Subsidiary
to, comply with all material terms, conditions, or covenants of any material contract
or agreement to which the Borrower or any of its Subsidiaries is a party or by
which they or their Properties may be bound. 



                 Section
5.13 Leases; Development and Maintenance. The Borrower will, and will cause its
Subsidiaries to: (a) pay and discharge promptly, or cause to be paid and discharged
promptly, all rentals, delay rentals, royalties, overriding royalties, payments
out of production and other indebtedness or obligations accruing under, and perform
or cause to be performed each and every act, matter or thing required by each
and all of, the oil and gas leases and all other agreements and contracts constituting
or affecting the Oil and Gas Properties of the Borrower and its Subsidiaries (except
where the amount thereof is being contested in good faith by appropriate proceedings),
(b) do all other things necessary to keep unimpaired its rights thereunder and
prevent any forfeiture thereof or default thereunder, and operate or cause to
be operated such Properties as a prudent operator would in accordance with industry
standard practices and in compliance with all applicable proration and conservation
Legal Requirements and any other Legal Requirements of every Governmental Authority,
whether state, federal, municipal or other jurisdiction, from time to time constituted
to regulate the development and operations of oil and gas properties and the production
and sale of oil, gas and other Hydrocarbons therefrom, and (c) maintain (or cause
to be maintained) the Leases, wells, units and acreage to which the Oil and Gas
Properties of the Borrower and its Subsidiaries pertain in a prudent manner consistent
with industry standard practices. 



ARTICLE VI 

  

  NEGATIVE COVENANTS

  

  

  59





                 So
long as any Note or any amount under any Loan Document shall remain unpaid, any
Letter of Credit shall remain outstanding, or any Lender shall have any Commitment,
the Borrower agrees, unless the Required Lenders otherwise consent in writing,
to comply with the following covenants. 



                 Section
6.01 Liens, Etc. The Borrower shall not create, assume, incur, or suffer to exist,
or permit any of its Subsidiaries to create, assume, incur, or suffer to exist,
any Lien on or in respect of any of its Property whether now owned or hereafter
acquired, or assign any right to receive income, except that the Borrower and
its Subsidiaries may create, incur, assume, or suffer to exist: 



                 (a)
Liens granted under a Loan Document and securing the Obligations; 



                 (b)
purchase money Liens or purchase money security interests upon or in any equipment
acquired or held by the Borrower or any of its Subsidiaries in the ordinary course
of business prior to or at the time of the Borrower's or such Subsidiary's acquisition
of such equipment; provided that, the Debt secured by such Liens (i) was incurred
solely for the purpose of financing the acquisition of such equipment, and does
not exceed the aggregate purchase price of such equipment, (ii) is secured only
by such equipment and not by any other Properties of the Borrower or its Subsidiaries,
and (iii) is not increased in amount; 



                 (c)
Liens securing Capital Leases which are permitted under this Agreement; provided
that the Debt secured by such Liens (i) is secured only by the Property leased
under such Capital Leases and not any other Properties of the Borrower or any
of its Subsidiaries and (ii) is not increased in amount; 



                 (d)
Liens for taxes, assessments, or other governmental charges or levies not yet
due or that (provided foreclosure, sale, or other similar proceedings shall not
have been initiated) are being contested in good faith by appropriate proceedings,
and such reserve as may be required by GAAP shall have been made therefor; 



                 (e)
Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen,
materialmen, construction, or similar Liens arising by operation of law in the
ordinary course of business in respect of obligations that are not yet due or
that are being contested in good faith by appropriate proceedings, provided that
such reserve as may be required by GAAP shall have been made therefor; 



                 (f)
Liens to operators and non-operators under joint operating agreements arising
in the ordinary course of the business of the Borrower or the relevant Subsidiary
to secure amounts owing, which amounts are not yet due or are being contested
in good faith by appropriate proceedings, if such reserve as may be required by
GAAP shall have been made therefor; 



                 (g)
royalties, overriding royalties, net profits interests, production payments, reversionary
interests, calls on production, preferential purchase rights and other burdens
on or deductions from the proceeds of production, that do not secure Debt for
borrowed money and that are taken into account in computing the net revenue interests
and working interests of the Borrower or any of its Subsidiaries warranted in
the Security Instruments; 



60





                 (h)
Liens arising in the ordinary course of business out of pledges or deposits under
workers' compensation laws, unemployment insurance, old age pensions or other
social security or retirement benefits, or similar legislation or to secure public
or statutory obligations of the Borrower; 



                 (i)
Liens arising under operating agreements, unitization and pooling agreements and
orders, farmout agreements, gas balancing agreements and other agreements, in
each case that are customary in the oil, gas and mineral production business and
that are entered into in the ordinary course of business that are taken into account
in computing the net revenue interests and working interests of the Borrower or
any of its Subsidiaries warranted in the Security Instruments or herein, to the
extent that any such Lien referred to in this clause does not materially impair
the use of the Property covered by such Lien for the purposes for which such Property
is held by the Borrower or any Subsidiary or materially impair the value of such
Property subject thereto; 



                 (j)
easements, rights-of-way, restrictions, and other similar encumbrances, and minor
defects in the chain of title that are customarily accepted in the oil and gas
financing industry, including in respect of surface operations or for pipelines
or power lines, none of which materially interfere with the ordinary conduct of
the business of Borrower or any Subsidiary or materially detract from the value
or use of the Property to which they apply; (k) judgment liens in respect of judgments
that do not constitute an Event of Default under Section 7.01(f); 



                 (l)
rights reserved to or vested in any Governmental Authority to control or regulate
any Property of the Borrower or any of its Subsidiaries, or to use such Property;
provided that, such rights (a) could not reasonably be expected to materially
impair the use of such Property for the purpose for which it is held by the Borrower
or any such Subsidiary and (b) could not reasonably be expected to materially
diminish the value of such Property; and 



                 (m)
Liens arising in the ordinary course of business to secure the Debt permitted
under Section 6.02(f) below. 



                 Section
6.02 Debts, Guaranties, and Other Obligations. The Borrower shall not, and shall
not permit any of its Subsidiaries to, create, assume, suffer to exist, or in
any manner become or be liable in respect of, any Debt except: 



                 (a)
Debt of the Borrower and its Subsidiaries under the Loan Documents; 



                 (b)
Permitted Subordinated Debt; 



                 (c)
Debt in the form of obligations for the deferred purchase price of Oil and Gas
Property acquired in the ordinary course of business which (i) is not yet past
due and payable or is being contested in good faith by appropriate proceedings
and for which adequate reserves in accordance with GAAP have been established;
(ii) is payable solely out of production revenues generated from the purchased
Oil and Gas Properties; (iii) is due if, and only if, prices for crude oil or
natural gas, as applicable, exceed certain thresholds agreed to between the seller
and the buyer; (iv) cannot be accelerated or demanded for any reason unless and
until such Debt 



61





becomes due as permitted in clause (iii) above; (v) does not accrue any interest;
and (vi) is not secured; provided that, the aggregate amount of Debt incurred
by the Borrower and its Subsidiaries as permitted under this paragraph (c) shall
not exceed $750 ,000; 



                 (d)
Debt secured by the Liens permitted under paragraphs (b) or (c) of Section 6.01
in an aggregate amount not to exceed $500,000 at any time; 



                 (e)
Debt under Hedge Contracts that are not prohibited by the terms of Section 6.14
provided that (i) such Debt shall not be secured, other than such Debt owing to
Swap Counerparties which are secured under the Loan Documents, and (ii) such Debt
shall not obligate the Borrower or any of its Subsidiaries to any margin call
requirements; 



                 (f)
Debt consisting of sureties or bonds provided to any Governmental Authority or
other Person and assuring payment of contingent liabilities of the Borrower or
any of its Subsidiaries in connection with the operation of the Oil and Gas Properties,
including with respect to plugging, facility removal and abandonment of its Oil
and Gas Properties; 



                 (g)
Debt of the Borrower to any Subsidiary and of any Subsidiary to the Borrower or
any other Subsidiary; provided that, such Debt is fully subordinated to the Obligations
on terms acceptable to the Administrative Agent; 



                 (h)
Other unsecured Debt in an aggregate principal amount not exceeding $250,000.




                 Section
6.03 Agreements Restricting Liens and Distributions. The Borrower shall not, nor
shall it permit any of its Subsidiaries to, create, incur, assume or permit to
exist any contract, agreement or understanding (other than this Agreement and
the Security Instruments) that in any way prohibits or restricts the granting,
conveying, creation or imposition of any Lien on any of its Property, whether
now owned or hereafter acquired, to secure the Obligations or restricts any Subsidiary
from paying dividends to the Borrower, or that requires the consent of or notice
to other Persons in connection therewith; provided, that the foregoing shall not
apply to (i) restrictions and conditions imposed by Legal Requirements or (ii)
customary restrictions or conditions imposed by any agreement relating to other
secured Debt permitted by this Agreement if such restrictions or conditions apply
only to the Property securing such Debt. 



                 Section
6.04 Merger or Consolidation; Asset Sales. 



                 (a)
The Borrower shall not, nor shall it permit any of its Subsidiaries to merge or
consolidate with or into any other Person without the prior consent of all of
the Lenders other than the merger of a Subsidiary into the Borrower or another
Subsidiary (except that, with respect to any such merger or consolidation involving
the Borrower, the Borrower must be the surviving entity); provided that at the
time thereof and immediately after giving effect thereto no Default shall have
occurred and the Administrative Agent shall continue to have an Acceptable Security
Interest in the Collateral. 



                 (b)
The Borrower shall not, nor shall it permit any of its Subsidiaries to make a
Disposition without the prior consent of all of the Lenders other than: 



62





                                  (i)
the sale of Hydrocarbons or Liquid Investments in the ordinary course of business;




                                  (ii)
the Disposition of equipment that is (A) obsolete, worn out, depleted or uneconomic
and disposed of in the ordinary course of business, (B) no longer necessary for
the business of such Person, or (C) contemporaneously replaced by equipment of
at least comparable value and use; 



                                  (iii)
the Disposition of Property to the Borrower or a Subsidiary of the Borrower; provided
that at the time thereof and immediately after giving effect thereto no Default
shall have occurred and be continuing and the Administrative Agent shall continue
to have an Acceptable Security Interest in the Collateral; and 



                                  (iv)
the Disposition of Property which does not constitute Proven Reserves and which
does not constitute Collateral. 



                 Section
6.05 Restricted Payments. The Borrower shall not, nor shall it permit any of its
Subsidiaries to, make any Restricted Payments, except that if no Default or Event
of Default has occurred both before and after giving effect to the making of such
Restricted Payment, (a) the Subsidiaries may make Restricted Payments to the Borrower,
and (b) the Borrower may make payments of interest on Permitted Subordinated Debt
which is permitted pursuant to the Permitted Subordination Agreements. 



                 Section
6.06 Investments. The Borrower shall not, nor shall it permit any of its Subsidiaries
to, make or permit to exist any loans, advances, or capital contributions to,
or make any investment in (including, without limitation, the making of any Acquisition),
or purchase or commit to purchase any stock or other securities or evidences of
indebtedness of or interests in any Person or purchase any Oil and Gas Properties
except: 



                 (a)
Liquid Investments; 



                 (b)
trade and customer accounts receivable which are for goods furnished or services
rendered in the ordinary course of business and are payable in accordance with
customary trade terms; 



                 (c)
loans, advances, or investments between or among the Borrower and any Subsidiaries
that are Guarantors; 



                 (d)
creation of any additional Subsidiaries in compliance with Section 6.16; and 



                 (e)
acquisition of Oil and Gas Properties (directly rather than an acquisition of
Equity Interests in a Person that owns Oil and Gas Properties); provided that
no Default exists before and after giving effect to such acquisition. 



                 Section
6.07 Affiliate Transactions. The Borrower shall not, nor shall it permit any of
its Subsidiaries to, directly or indirectly, enter into or permit to exist any
transaction or series of transactions (including, but not limited to, the purchase,
sale, lease or exchange of Property, the making of any investment, the giving
of any guaranty, the assumption of any obligation or the 



63





rendering of any service) with any of their Affiliates (other than
transactions among the Borrower and its Subsidiaries that are Guarantors) unless
such transaction or series of transactions is on terms no less favorable to the
Borrower or the Subsidiary, as applicable, than those that could be obtained in
a comparable arm's length transaction with a Person that is not such an Affiliate.




                 Section
6.08 Compliance with ERISA. The Borrower shall not, nor shall it permit any of
its Subsidiaries to, directly or indirectly, (a) engage in, or permit any Subsidiary
to engage in, any transaction in connection with which the Borrower or any Controlled
Group member could be subjected to either a civil penalty assessed pursuant to
section 502(c), (i) or (l) of ERISA or a tax imposed by Chapter 43 of Subtitle
D of the Code; (b) terminate, or permit any Subsidiary to terminate, any Plan
in a manner, or take any other action with respect to any Plan, which could result
in any liability to the Borrower or any Controlled Group member to the PBGC; (c)
fail to make, or permit any Subsidiary to fail to make, full payment when due
of all amounts which, under the provisions of any Plan, agreement relating thereto
or applicable law, the Borrower or any Controlled Group member is required to
pay as contributions thereto; (d) permit to exist, or allow any Subsidiary to
permit to exist, any accumulated funding deficiency (or unpaid minimum required
contribution for plan years after December 31, 2007) within the meaning of Section
302 of ERISA or section 412 of the Code, whether or not waived, with respect to
any Plan; (e) permit, or allow any Subsidiary to permit, the actuarial present
value of the benefit liabilities (as "actuarial present value of the benefit liabilities"
shall have the meaning specified in section 4041 of ERISA) under any Plan maintained
by the Borrower or any Controlled Group member which is regulated under Title
IV of ERISA to exceed the current value of the assets (computed on a plan termination
basis in accordance with Title IV of ERISA) of such Plan allocable to such benefit
liabilities; (f) assume an obligation to contribute to, or permit any Subsidiary
to assume an obligation to contribute to, any Multiemployer Plan; (g) acquire,
or permit any Subsidiary to acquire, an 80% or greater interest in any Person
if such Person sponsors, maintains or contributes to, or at any time in the six-year
period preceding such acquisition has sponsored, maintained, or contributed to,
(1) any Multiemployer Plan, or (2) any other Plan that is subject to Title IV
of ERISA, and in either case, the actuarial present value of the benefit liabilities
under such Plan exceeds the current value of the assets (computed on a plan termination
basis in accordance with Title IV of ERISA) of such Plan allocable to such benefit
liabilities, and the withdrawal liability, if assessed, could reasonably be expected
to exceed $1,000,000; (h) incur, or permit any Subsidiary to incur, a liability
to or on account of a Plan under sections 515, 4062, 4063, 4064, 4201 or 4204
of ERISA; (i) assume an obligation to contribute to, or permit any Subsidiary
to assume an obligation to contribute to, any employee welfare benefit plan, as
defined in section 3(1) of ERISA, including, without limitation, any such plan
maintained to provide benefits to former employees of such entities, that may
not be terminated by such entities in their sole discretion without any material
liability; (j) amend or permit any Subsidiary to amend, a Plan resulting in an
increase in current liability such that the Borrower or any Controlled Group member
is required to provide security to such Plan under section 401(a)(29) of the Code;
or (k) permit to exist any occurrence of any Reportable Event (as defined in Title
IV of ERISA), or any other event or condition, which presents a material (in the
opinion of the Required Lenders) risk of such a termination by the PBGC of any
Plan. 



                 Section
6.09 Sale-and-Leaseback. The Borrower shall not, nor shall it permit any of its
Subsidiaries to, sell or transfer to a Person any Property, whether now owned
or hereafter 



64





acquired, if at the time or thereafter the Borrower or a Subsidiary
shall lease as lessee such Property or any part thereof or other Property that
the Borrower or a Subsidiary intends to use for substantially the same purpose
as the Property sold or transferred, except for the sale-and-leaseback of furniture,
fixtures, and equipment not to exceed $250,000. 



                 Section
6.10 Change of Business. The Borrower shall not, nor shall it permit any of its
Subsidiaries to, make any material change in the character of its business as
an independent oil and gas exploration and production company, nor will the Borrower
or any Subsidiary operate or carry on business in any jurisdiction other than
the United States, including the Gulf of Mexico. 



                 Section
6.11 Organizational Documents, Name Change. The Borrower shall not, nor shall
it permit any of its Subsidiaries to, amend, supplement, modify or restate their
articles or certificate of incorporation or formation, limited partnership agreement,
bylaws, limited liability company agreements, or other equivalent organizational
documents, or amend its name or change its jurisdiction of incorporation, organization
or formation without prior written notice to, and prior consent of, the Administrative
Agent. 



                 Section
6.12 Use of Proceeds; Letters of Credit. The Borrower will not permit the proceeds
of any Advance or Letters of Credit to be used for any purpose other than those
permitted by Section 5.09. The Borrower will not engage in the business of extending
credit for the purpose of purchasing or carrying margin stock (within the meaning
of Regulation U). Neither the Borrower nor any Person acting on behalf of the
Borrower has taken or shall take, nor permit any of the Borrower's Subsidiaries
to take any action which might cause any of the Loan Documents to violate Regulation
T, U or X or any other regulation of the Board of Governors of the Federal Reserve
System or to violate Section 7 of the Exchange Act, in each case as now in effect
or as the same may hereinafter be in effect, including without limitation, the
use of the proceeds of any Advance or Letters of Credit to purchase or carry any
margin stock in violation of Regulation T, U or X. 



                 Section
6.13 Gas Imbalances, Take-or-Pay or Other Prepayments. The Borrower shall not,
nor shall it permit any of its Subsidiaries to, allow gas imbalances, take-or-pay
or other prepayments with respect to the Oil and Gas Properties of the Borrower
or any Subsidiary that would require the Borrower or any Subsidiary to deliver
their respective Hydrocarbons produced on a monthly basis from such Oil and Gas
Properties at some future time without then or thereafter receiving full payment
therefore other than that which do not result in the Borrower or any Subsidiary
having net aggregate liability in excess of $500,000. 



                 Section
6.14 Limitation on Hedging. 



                 (a)
Speculative Purposes. The Borrower shall not, nor shall it permit any of its Subsidiaries
to purchase, assume, or hold a speculative position in any commodities market
or futures market or enter into any Hedge Contract for speculative purposes. 



                 (b)
Risk Management; Term. The Borrower shall not, nor shall it permit any of its
Subsidiaries to be party to or otherwise enter into any Hedge Contract that (i)
is entered into for reasons other than as a part of its normal business operations
as a risk management strategy 



65





and/or hedge against changes resulting from market conditions related
to the Borrower's operations or (ii) is longer than five years in duration. 



                 (c)
Additional Limitations on Hedging. The Borrower shall not, nor shall it permit
any of its Subsidiaries to, be party to or enter into any Hedge Contract; provided
that, the Borrower and its Subsidiaries may be party to and enter into Hedge Contract
covering PDP Reserves subject to the following limitations: 



                                  (A)
other than as provided in the immediately following clause (B), before and after
giving effect to such Hedge Contract no more than 75% of the anticipated production
of gas volumes and no more than 75% of the anticipated production of oil volumes,
in either case, attributable to the Borrower's and its Subsidiaries' PDP Reserves
(as reflect in the most recently delivered Engineering Report under Section 2.02(b)(i)
or Section 2.02(b)(ii)) may be covered by Hedge Contracts; 



                                  (B)
the volume limitations in clause (A) shall not apply to put option contracts that
are not related to corresponding calls, collars or swaps; and 



                                  (C)
such Hedge Contracts shall otherwise comply with the terms of this Agreement.




                 Section
6.15 Maintain Hedge Contracts. The Borrower shall not, nor shall it permit any
of its Subsidiaries to, unwind or otherwise terminate any Hedge Contract in effect
as of the date of this Agreement unless such existing Hedge Contracts are replaced
with Hedge Contracts with terms satisfactory to the Administrative Agent. 



                 Section
6.16 Additional Subsidiaries. The Borrower shall not, nor shall it permit any
of its Subsidiaries to, create or acquire any additional Subsidiaries without
(a) prior written notice to the Administrative Agent, (b) such new Subsidiary
executing and delivering to the Administrative Agent, at its request, a Guaranty,
a Pledge Agreement, a Security Agreement, and a Mortgage, and such other Security
Instruments as the Administrative Agent or the Required Lenders may reasonably
request, (c) the equity holder of such Subsidiary executing and delivering to
the Administrative Agent a Pledge Agreement pledging 100% of the Equity Interest
of such Subsidiary along with the certificates pledged thereby, if any, and appropriately
executed powers in blank, if applicable, (d) the delivery by the Borrower and
each Subsidiary of any certificates, opinions of counsel, title opinions, or other
documents as the Administrative Agent may reasonably request relating to such
Subsidiary, and (e) the Borrower and its Subsidiaries owning 100% of the Equity
Interests of such Subsidiary. 



                 Section
6.17 Working Capital. The Borrower shall not permit its consolidated current assets
minus its consolidated current liabilities to be less than $1,500,000, as of the
last day of each fiscal quarter of the Borrower, commencing with fiscal quarter
ending December 31, 2008. For purposes of this calculation (i) "current assets"
shall include, as of the date of calculation, the Unused Commitment Amount but
shall exclude (A) any cash deposited with or at the request of a counterparty
to any Hedge Contract and (B) any asset representing a valuation account arising
from the application of SFAS 133 or 143, and (ii) "current liabilities" shall
exclude, as of the 



66





date of calculation, the current portion of long-term Debt existing
under this Agreement and any liabilities representing a valuation account arising
from the application of SFAS 133 and 143. 



                 Section
6.18 Leverage Ratio. The Borrower shall not permit, as of the end of each fiscal
quarter commencing with fiscal quarter ending December 31, 2008, the ratio of
(a) all Funded Debt of the Borrower and its Subsidiaries as of such fiscal quarter
end to (b) the consolidated EBITDA of the Borrower and its Subsidiaries for the
four-fiscal quarter period then ended, to be greater than 3.50 to 1.00; provided
that, in calculating such ratio (i) for the fiscal quarter ending December 31,
2008, EBITDA shall be measured by multiplying EBITDA for the fiscal quarter then
ended by four; (ii) for the fiscal quarter ending March 31, 2009, EBITDA shall
be measured by multiplying EBITDA for the two fiscal quarters then ended by two;
(iii) for the fiscal quarter ending June 30, 2009, EBITDA shall be measured by
multiplying EBITDA for the three fiscal quarters then ended by 4/3; and (iv) for
each fiscal quarter ending on or after September 30, 2009, EBITDA shall be EBITDA
for the four-fiscal quarter period then ended. 



                 Section
6.19 Interest Coverage Ratio. The Borrower shall not permit, as of the end of
each fiscal quarter, commencing with fiscal quarter ending December 31, 2008,
the ratio of (a) the consolidated EBITDA of the Borrower and its Subsidiaries
for the four-fiscal quarter period then ended to (b) the consolidated Interest
Expense of the Borrower and its Subsidiaries for the four-fiscal quarter period
then ended, to be less than 3.00 to 1.00; provided that, in calculating such ratio
(i) for the fiscal quarter ending December 31, 2008, EBITDA shall be measured
by multiplying EBITDA for the fiscal quarter period then ended by four and Interest
Expense shall be measured by multiplying Interest Expense for the fiscal quarter
period then ended by four; (ii) for the fiscal quarter ending March 31, 2009,
EBITDA shall be measured by multiplying EBITDA for the two fiscal quarters then
ended by two and Interest Expense shall be measured by multiplying Interest Expense
for the two fiscal quarter period then ended by two; (iii) for the fiscal quarter
ending June 30, 2009, EBITDA shall be measured by multiplying EBITDA for the three
fiscal quarters then ended by 4/3 and Interest Expense shall be measured by multiplying
Interest Expense for the three fiscal quarter period then ended by 4/3; and (iv)
for each fiscal quarter ending on or after September 30, 2009, EBITDA shall be
EBITDA for the four-fiscal quarter period then ended and Interest Expense shall
Interest Expense for the four fiscal quarter. 



                 Section
6.20 Account Payables. The Borrower shall not, nor shall it permit any of its
Subsidiaries to, allow (a) any of its trade payables or other accounts payable
to be outstanding for more than 90 days (except in cases where any such trade
payable is being disputed in good faith and adequate reserves under GAAP have
been established) or (b) the weighted average maturity of all such trade payables
to exceed 75 days. 



                 Section
6.21 Capital Expenditures. The Borrower shall not, nor shall it permit any of
its Subsidiaries to, allow the aggregate amount of Capital Expenditures made in
any fiscal year to exceed $14,000,000. 



                 Section
6.22 Subordinated Debt. Except as otherwise permitted by the terms of the Permitted
Subordination Agreements, none of the Borrower or any of its Subsidiaries shall
(b) make any optional, mandatory or scheduled payments on account of principal
(whether by redemption, purchase, retirement, defeasance, set-off or otherwise),
interest, premiums and fees 



67





in respect of the Permitted Subordinated Debt, or (b) amend, supplement
or otherwise modify the terms of the Permitted Subordinated Debt. 



                 Section
6.23 Operating Leases. The Borrower shall not, nor shall it permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any obligations as lessee
(other than pursuant to sale-and-leaseback transactions which the parties hereto
acknowledge are covered under Section 6.09) for the rental or hire of real or
personal property of any kind under leases or agreements to rent or lease (other
than Leases) having an original term of one year or more that would cause the
direct and contingent liabilities of Borrower and its Subsidiaries, on a consolidated
basis, in respect of all such obligations to exceed $250,000 payable in any period
of 12 consecutive months. 



ARTICLE VII 



EVENTS OF DEFAULT; REMEDIES 



                 Section
7.01 Events of Default. The occurrence of any of the following events shall constitute
an "Event of Default" under any Loan Document: 



                 (a)
Payment. The Borrower (i) shall fail to pay when due any principal under the Notes
or any other Loan Document or (ii) shall fail to pay any interest, fees, reimbursements,
indemnifications, or other amounts due and payable hereunder, under the Notes,
or under any other Loan Document and such failure shall continue for a period
of three Business Days after the due date therefor; 



                 (b)
Representation and Warranties. Any representation or warranty made or deemed to
be made (i) by the Borrower or any of its Subsidiaries or any other Guarantor
(or any of their respective officers) in this Agreement or in any other Loan Document
or (ii) by the Borrower or any of its Subsidiaries (or any of their respective
officers) in connection with this Agreement or any other Loan Document shall prove
to have been incorrect in any material respect when made or deemed to be made;
provided that, for the avoidance of doubt, as to any representation and warranty
that is qualified as to "materiality", "Material Adverse Effect" or similar language,
such representation or warranty shall prove to be have been incorrect (after giving
effect to any qualification therein) in all respects when made or deemed to be
made; 



                 (c)
Covenant Breaches. The Borrower or any of its Subsidiaries or any other Guarantor
shall (i) fail to perform or observe any term or covenant set forth in Section
2.05(b), Section 5.03 (with respect to the existence of the Borrower or any Subsidiary),
or Article VI of this Agreement or (ii) fail to perform or observe any other term
or covenant set forth in this Agreement or in any other Loan Document that is
not covered by clause (i) above or any other provision of this Section 7.01 and
such failure shall remain unremedied for a period of thirty days after the occurrence
of such breach or failure (such grace period to be applicable only in the event
such Default can be remedied by corrective action of the Borrower or any of its
Subsidiaries); 



                 (d)
Cross-Defaults. (i) The Borrower and or any of its Subsidiaries shall fail to
pay any principal of or premium or interest on its Debt that is outstanding in
a principal amount of at 



68





least $1,000,000 individually or when aggregated with all such
Debt of the Borrower or any of its Subsidiaries so in default (but excluding Debt
evidenced by the Notes) when the same becomes due and payable (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise), and such failure
shall continue after the applicable grace period, if any, specified in the agreement
or instrument relating to such Debt; (ii) any other event shall occur or condition
shall exist under any agreement or instrument relating to Debt (including, without
limitation, any event of default or termination event under any Hedge Contract)
that is outstanding in a principal amount (or termination payment amount or similar
amount) of at least $1,000,000 individually or when aggregated with all such Debt
of the Borrower or such Subsidiary so in default, and shall continue after the
applicable grace period, if any, specified in such agreement or instrument, if
the effect of such event or condition is to accelerate, or to permit the acceleration
of, the maturity of such Debt; or (iii) any such Debt in a principal amount of
at least $1,000,000 individually or when aggregated with all such Debt of the
Borrower or such Subsidiary shall be declared to be due and payable, or required
to be prepaid (other than by a regularly scheduled required prepayment), prior
to the stated maturity thereof; provided that for purposes of this paragraph (d),
the "principal amount" of the obligations in respect of Hedge Contracts at any
time shall be the Swap Termination Value thereof. 



                 (e)
Insolvency. (i) The Borrower or any of its Subsidiaries or any other Guarantor
shall generally not pay its debts as such debts become due, or shall admit in
writing its inability to pay its debts generally, or shall make a general assignment
for the benefit of creditors; (ii) any proceeding shall be instituted by or against
the Borrower or any of its Subsidiaries seeking to adjudicate it as bankrupt or
insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking the
entry of an order for relief or the appointment of a receiver, trustee or other
similar official for it or for any substantial part of its Property and, in the
case of any such proceeding instituted against the Borrower or any such Subsidiary
either such proceeding shall remain undismissed or unstayed for a period of 30
days or any of the actions sought in such proceeding shall occur; or (iii) the
Borrower or any of its Subsidiaries, shall take any corporate action to authorize
any of the actions set forth above in this paragraph (e); 



                 (f)
Judgments. Any judgment or order for the payment of money in excess of $1,000,000
shall be rendered against the Borrower or any of its Subsidiaries and either (i)
enforcement proceedings shall have been commenced by any creditor upon such judgment
or order or (ii) there shall be any period of 30 consecutive days during which
a stay of enforcement of such judgment or order, by reason of a pending appeal
or otherwise, shall not be in effect; 



                 (g)
Termination Events. Any Termination Event with respect to a Plan shall have occurred,
and, 30 days after notice thereof shall have been given to the Borrower by the
Administrative Agent, (i) such Termination Event shall not have been corrected
and (ii) the then present value of such Plan's vested benefits exceeds the then
current value of assets accumulated in such Plan by more than the amount of $1,000,000
(or in the case of a Termination Event involving the withdrawal of a "substantial
employer" (as defined in Section 4001(a)(2) of ERISA), the withdrawing employer's
proportionate share of such excess shall exceed such amount); 



69





                 (h)
Plan Withdrawals. The Borrower or any member of the Controlled Group as employer
under a Multiemployer Plan shall have made a complete or partial withdrawal from
such Multiemployer Plan and the plan sponsor of such Multiemployer Plan shall
have notified such withdrawing employer that such employer has incurred a withdrawal
liability in an annual amount exceeding $1,000,000; 



                 (i)
Change in Control. The Borrower shall have discontinued its usual business or
a Change in Control shall have occurred; 



                 (j)
Borrowing Base. Any failure to cure any Borrowing Base deficiency in accordance
with Section 2.05; 



                 (k)
Loan Documents. Any provision of any Loan Document shall for any reason cease
to be valid and binding on the Borrower or any of its Subsidiaries or any such
Person shall so state in writing; 



                 (l)
Security Instruments. (i) The Administrative Agent shall fail to have an Acceptable
Security Interest in any portion of the Collateral or (ii) any Security Instrument
shall at any time and for any reason cease to create the Lien on the Property
purported to be subject to such agreement in accordance with the terms of such
agreement, or cease to be in full force and effect, or shall be contested by the
Borrower or any of its Subsidiaries except as a result of the sale or other disposition
of the applicable Collateral permitted under the Loan Documents; 



                 (m)
Potential Failure of Title. The title of the Borrower or any of its Subsidiaries
to any of the Oil and Gas Properties subject to the Mortgages, or any material
part thereof, shall become the subject matter of litigation before any Governmental
Authority or arbitrator that could reasonably be expected to result in a Material
Adverse Change with respect to the Borrower's or such Subsidiary's title to such
Oil and Gas Properties; 



                 (n)
Material Adverse Change. An event resulting in a Material Adverse Change shall
have occurred; 



                 (o)
Casualty. Loss, theft, substantial damage, or destruction of a material portion
of the Collateral the subject of any Security Instrument not fully covered by
insurance (except for deductibles and allowing for the depreciated value of such
Collateral) shall have occurred; or 



                 p)
Subordination Agreements. The subordination provisions of the Permitted Subordination
Agreements shall be invalidated or otherwise cease to be in full force and effect
or any holder of the Permitted Subordinated Debt (or any representative, agent
or trustee on behalf of such holders) shall so assert to the Administrative Agent
in writing or shall assert so in a claim, litigation, investigation or proceeding
before or with any Governmental Authority or any holder of the Permitted Subordinated
Debt is in breach of the terms of the Permitted Subordination Agreements. 



                 Section
7.02 Optional Acceleration of Maturity. If any Event of Default (other than an
Event of Default pursuant to paragraph (e) of Section 7.01) shall have occurred
and be continuing, then, and in any such event, 



70





                 (a)
the Administrative Agent (i) shall at the request, or may with the consent, of
the Required Lenders, by notice to the Borrower, declare the obligation of each
Lender and the Issuing Lender to make extensions of credit hereunder, including
making Advances and issuing, increasing, or extending Letters of Credit, to be
terminated, whereupon the same shall forthwith terminate, and (ii) shall at the
request, or may with the consent, of the Required Lenders, by notice to the Borrower,
declare all principal, interest, fees, reimbursements, indemnifications, and all
other amounts payable under this Agreement, the Notes, and the other Loan Documents
to be forthwith due and payable, whereupon all such amounts shall become and be
forthwith due and payable in full, without notice of intent to demand, demand,
presentment for payment, notice of nonpayment, protest, notice of protest, grace,
notice of dishonor, notice of intent to accelerate, notice of acceleration, and
all other notices, all of which are hereby expressly waived by the Borrower; 



                 (b)
the Borrower shall, on demand of the Administrative Agent at the request or with
the consent of the Required Lenders, deposit with the Administrative Agent into
the Cash Collateral Account an amount of cash equal to the Letter of Credit Exposure
as security for the Obligations; and 



                 (c)
the Administrative Agent shall at the request of, or may with the consent of,
the Required Lenders proceed to enforce its rights and remedies under the Security
Instruments, the Guaranties, and any other Loan Document for the ratable benefit
of itself, the Issuing Lender and the Lenders by appropriate proceedings. 



                 Section
7.03 Automatic Acceleration of Maturity. If any Event of Default pursuant to paragraph
(e) of Section 7.01 shall occur, 



                 (a)
(i) the obligation of each Lender and the Issuing Lender to make extensions of
credit hereunder, including making Advances and issuing, increasing, or extending
Letters of Credit, shall terminate, and (ii) all principal, interest, fees, reimbursements,
indemnifications, and all other amounts payable under this Agreement, the Notes,
and the other Loan Documents shall become and be forthwith due and payable in
full, without notice of intent to demand, demand, presentment for payment, notice
of nonpayment, protest, notice of protest, grace, notice of dishonor, notice of
intent to accelerate, notice of acceleration, and all other notices, all of which
are hereby expressly waived by the Borrower; 



                 (b)
the Borrower shall deposit with the Administrative Agent into the Cash Collateral
Account an amount of cash equal to the outstanding Letter of Credit Exposure as
security for the Obligations; and 



                 (c)
the Administrative Agent shall at the request of, or may with the consent of,
the Required Lenders proceed to enforce its rights and remedies under the Security
Instruments, the Guaranties, and any other Loan Document for the ratable benefit
of itself, the Issuing Lender and the Lenders by appropriate proceedings. 



                 Section
7.04 Right of Set-off. Upon the occurrence and during the continuance of any Event
of Default, the Administrative Agent, the Issuing Lender, and each Lender is hereby
authorized at any time and from time to time, to the fullest extent permitted
by law, to set off and



71





apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing
by the Administrative Agent, the Issuing Lender, or such Lender to or for the
credit or the account of the Borrower against any and all of the obligations of
the Borrower now or hereafter existing under this Agreement, the Notes held by
the Administrative Agent, the Issuing Lender, or such Lender, and the other Loan
Documents, irrespective of whether or not the Administrative Agent, the Issuing
Lender, or such Lender shall have made any demand under this Agreement, such Notes,
or such other Loan Documents, and although such obligations may be unmatured.
The Administrative Agent, the Issuing Lender, and each Lender agrees to promptly
notify the Borrower after any such set-off and application made by the Administrative
Agent, the Issuing Lender, or such Lender, provided that the failure to give such
notice shall not affect the validity of such set-off and application. The rights
of the Administrative Agent, the Issuing Lender, and each Lender under this Section
7.04 are in addition to any other rights and remedies (including, without limitation,
other rights of set-off) which the Administrative Agent, the Issuing Lender, or
such Lender may have. 



                 Section
7.05 Non-exclusivity of Remedies. No remedy conferred upon the Administrative
Agent, the Issuing Lender, and the Lenders is intended to be exclusive of any
other remedy, and each remedy shall be cumulative of all other remedies existing
by contract, at law, in equity, by statute or otherwise. 



                 Section
7.06 Application of Proceeds. From and during the continuance of any Event of
Default, any monies or Property actually received by the Administrative Agent
pursuant to this Agreement or any other Loan Document, the exercise of any rights
or remedies under any Security Instrument, or any other agreement with the Borrower
or any of its Subsidiaries that secures any of the Obligations, shall be applied
in the following order: 



                 (a)
First, to the payment of all amounts, including without limitation costs and expenses
incurred in connection with the collection of such proceeds and the payment of
any part of the Obligations, due to the Administrative Agent under any of the
expense reimbursement or indemnity provisions of this Agreement or any other Loan
Document, any Security Instrument, or other collateral documents, and any applicable
law; 



                 (b)
Second, ratably, according to the then unpaid amounts thereof, without preference
or priority of any kind among them, to the payment of the Obligations then due
and payable, including Obligations with respect to Letters of Credit and any Obligations
of the Borrower or its Subsidiaries owing to any Swap Counterparty under any Hedge
Contract; and 



                 (c)
Third, the remainder, if any, to the Borrower, its Subsidiaries, their respective
successors or assigns, or such other Person as may be lawfully entitled to receive
the same or as a court of competent jurisdiction may direct. 



ARTICLE VIII 



THE ADMINISTRATIVE AGENT AND THE ISSUING LENDER 



                 Section
8.01 Authorization and Action. Each Lender hereby appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers 



72





under this Agreement as are delegated to the Administrative Agent
by the terms hereof and of the other Loan Documents, together with such powers
as are reasonably incidental thereto. As to any matters not expressly provided
for by this Agreement or any other Loan Document (including, without limitation,
enforcement or collection of the Notes), the Administrative Agent shall not be
required to exercise any discretion or take any action, but shall be required
to act or to refrain from acting (and shall be fully protected in so acting or
refraining from acting) upon the instructions of the Required Lenders, and such
instructions shall be binding upon all Lenders and all holders of Notes; provided,
however, that the Administrative Agent shall not be required to take any action
that exposes the Administrative Agent to personal liability or that is contrary
to this Agreement, any other Loan Document, or applicable law. 



                 Section
8.02 Administrative Agent's Reliance, Etc. Neither the Administrative Agent nor
any of its directors, officers, agents, or employees shall be liable for any action
taken or omitted to be taken (INCLUDING THE ADMINISTRATIVE AGENT'S OWN NEGLIGENCE)
by it or them under or in connection with this Agreement or the other Loan Documents,
except for its or their own gross negligence or willful misconduct. Without limitation
of the generality of the foregoing, the Administrative Agent: (a) may treat the
payee of any Note as the holder thereof until the Administrative Agent receives
written notice of the assignment or transfer thereof signed by such payee and
in form satisfactory to the Administrative Agent; (b) may consult with legal counsel
(including counsel for the Borrower), independent public accountants, and other
experts selected by it and shall not be liable for any action taken or omitted
to be taken in good faith by it in accordance with the advice of such counsel,
accountants, or experts; (c) makes no warranty or representation to any Lender
and shall not be responsible to any Lender for any statements, warranties, or
representations made in or in connection with this Agreement or the other Loan
Documents; (d) shall not have any duty to ascertain or to inquire as to the performance
or observance of any of the terms, covenants or conditions of this Agreement or
any other Loan Document on the part of the Borrower or its Subsidiaries or to
inspect the Property (including the books and records) of the Borrower or its
Subsidiaries; (e) shall not be responsible to any Lender for the due execution,
legality, validity, enforceability, genuineness, sufficiency, or value of this
Agreement or any other Loan Document; and (f) shall incur no liability under or
in respect of this Agreement or any other Loan Document by acting upon any notice,
consent, certificate, or other instrument or writing (which may be by telecopier)
believed by it to be genuine and signed or sent by the proper party or parties.




                 Section
8.03 The Administrative Agent and Its Affiliates. With respect to its Commitment,
the Advances made by it, and the Notes issued to it, the Administrative Agent
shall have the same rights and powers under this Agreement as any other Lender
and may exercise the same as though it were not the Administrative Agent. The
term "Lender" or "Lenders" shall, unless otherwise expressly indicated, include
the Administrative Agent in its individual capacity. The Administrative Agent
and its Affiliates may accept deposits from, lend money to, act as trustee under
indentures of, and generally engage in any kind of business with, the Borrower
or any of its Subsidiaries, and any Person who may do business with or own securities
of the Borrower or any such Subsidiary, all as if the Administrative Agent were
not an agent hereunder and without any duty to account therefor to the Lenders.




                 Section
8.04 Lender Credit Decision. Each Lender acknowledges that it has, independently
and without reliance upon the Administrative Agent or any other Lender and 



73





based on the Interim Financial Statements and such other documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it shall,
independently and without reliance upon the Administrative Agent or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under this Agreement. 



                 Section
8.05 Indemnification. THE LENDERS SEVERALLY AGREE TO INDEMNIFY THE ADMINISTRATIVE
AGENT AND THE ISSUING LENDER AND EACH AFFILIATE THEREOF AND THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES, AND AGENTS (TO THE EXTENT NOT REIMBURSED BY THE BORROWER),
ACCORDING TO THEIR RESPECTIVE PRO RATA SHARES FROM AND AGAINST ANY AND ALL LIABILITIES,
OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES,
OR DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED
BY, OR ASSERTED AGAINST THE ADMINISTRATIVE AGENT AND THE ISSUING LENDER IN ANY
WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY ACTION TAKEN OR OMITTED
BY THE ADMINISTRATIVE AGENT OR THE ISSUING LENDER UNDER THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT (INCLUDING THE ADMINISTRATIVE AGENT'S AND THE ISSUING LENDER'S
OWN NEGLIGENCE), AND INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL CLAIMS AND ANY
LIABILITIES ARISING UNDER ENVIRONMENTAL LAW, PROVIDED THAT NO LENDER SHALL BE
LIABLE FOR ANY PORTION OF SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES,
ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES, OR DISBURSEMENTS RESULTING FROM THE
ADMINISTRATIVE AGENT'S OR THE ISSUING LENDER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
WITHOUT LIMITATION OF THE FOREGOING, EACH LENDER AGREES TO REIMBURSE THE ADMINISTRATIVE
AGENT AND THE ISSUING LENDER PROMPTLY UPON DEMAND FOR ITS RATABLE SHARE OF ANY
OUT-OF-POCKET EXPENSES (INCLUDING COUNSEL FEES) INCURRED BY THE ADMINISTRATIVE
AGENT IN CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION,
MODIFICATION, AMENDMENT, OR ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, LEGAL PROCEEDINGS,
OR OTHERWISE) OF, OR LEGAL ADVICE IN RESPECT OF RIGHTS OR RESPONSIBILITIES UNDER,
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, TO THE EXTENT THAT THE ADMINISTRATIVE
AGENT OR THE ISSUING LENDER IS NOT REIMBURSED FOR SUCH BY THE BORROWER. To the
extent that the indemnity obligations provided in this Section 8.05 are for the
benefit of the Administrative Agent as the named secured party under the Liens
granted under the Security Instruments, each Lender hereby agrees that if such
Lender ceases to be a Lender hereunder but Obligations owing to such Lender or
an Affiliate of such Lender continue to be secured by such Liens, then such Lender
shall continue to be bound by the provisions of this Section 8.05 until such time
as such Obligations have been satisfied or terminated in full and subject to the
terms of the last sentence of Section 909. In such event, in determining the pro
rata shares under this Section 8.05, the Lenders shall include the aggregate amount
(giving effect to any netting agreements) that would be owing to such Swap Counterparty
if such Hedge Contracts were terminated at the time of determination. 



74





                 Section
8.06 Successor Administrative Agent and Issuing Lender. The Administrative Agent
or the Issuing Lender may resign at any time by giving not less than 30 days prior
written notice thereof to the Lenders and the Borrower and may be removed at any
time with or without cause by the Required Lenders upon receipt of written notice
from the Required Lenders to such effect. Upon receipt of notice of any such resignation
or removal, the Required Lenders shall have the right to appoint a successor Administrative
Agent or Issuing Lender with, if any Event of Default has not occurred and is
not continuing, the consent of the Borrower, which consent shall not be unreasonably
withheld. If no successor Administrative Agent or Issuing Lender shall have been
so appointed by the Required Lenders with the consent of the Borrower, and shall
have accepted such appointment, within 30 days after the retiring Administrative
Agent's or Issuing Lender's giving of notice of resignation or the Required Lenders'
removal of the retiring Administrative Agent or Issuing Lender, then the retiring
Administrative Agent or Issuing Lender may, on behalf of the Lenders and the Borrower,
appoint a successor Administrative Agent or Issuing Lender, which shall be, in
the case of a successor agent, a commercial bank organized under the laws of the
United States of America or of any State thereof and having a combined capital
and surplus of at least $500,000,000 and, in the case of the Issuing Lender, a
Lender; provided that, if the Administrative Agent or Issuing Lender shall notify
the Borrower 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 or Issuing Lender shall be discharged
from its duties and obligations hereunder and under the other Loan Documents (except
that (A) in the case of any collateral security held by the Administrative Agent
on behalf of the Lenders 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 (B) the retiring
Issuing Lender shall remain the Issuing Lender with respect to any Letters of
Credit outstanding on the effective date of its resignation or removal and the
provisions affecting the Issuing Lender with respect to such Letters of Credit
shall inure to the benefit of the retiring Issuing Lender until the termination
of all such Letters of Credit) and (2) all payments, communications and determinations
provided to be made by, to or through the retiring Administrative Agent shall
instead be made by or to each Lender and the Issuing Lender directly, until such
time as the Required Lenders appoint a successor Administrative Agent or Issuing
Lender, as applicable, as provided for above in this paragraph. Upon the acceptance
of any appointment as Administrative Agent or Issuing Lender by a successor Administrative
Agent or Issuing Lender, such successor Administrative Agent or Issuing Lender
shall thereupon succeed to and become vested with all the rights, powers, privileges,
and duties of the retiring Administrative Agent or Issuing Lender, and the retiring
Administrative Agent or Issuing Lender shall be discharged from its duties and
obligations under this Agreement and the other Loan Documents, except that the
retiring Issuing Lender shall remain the Issuing Lender with respect to any Letters
of Credit outstanding on the effective date of its resignation or removal and
the provisions affecting the Issuing Lender with respect to such Letters of Credit
shall inure to the benefit of the retiring Issuing Lender until the termination
of all such Letters of Credit. After any retiring Administrative Agent's or Issuing
Lender's resignation or removal hereunder as Administrative Agent or Issuing Lender,
the provisions of this Article VIII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent or Issuing
Lender under this Agreement and the other Loan Documents.



75





                 Section
8.07 Additional Agents. None of the agents (other than the Administrative Agent)
or arrangers referred to on the cover of this Agreement shall have any duties,
obligations or liabilities in their respective capacities as agents or arrangers.




                 Section
8.08 Collateral Matters. 



                 (a)
Administrative Agent is authorized on behalf of the Secured Parties, without the
necessity of any notice to or further consent from the Secured Parties, from time
to time, to take any actions with respect to any Collateral or Security Instruments
which may be necessary to perfect and maintain Acceptable Security Interests in
and Liens upon the Collateral granted pursuant to the Security Instruments. Administrative
Agent is further authorized on behalf of the Secured Parties, without the necessity
of any notice to or further consent from the Secured Parties, from time to time,
to take any action (other than enforcement actions requiring the consent of, or
request by, the Required Lenders as set forth in Section 7.02 or Section 7.03
above) in exigent circumstances as may be reasonably necessary to preserve any
rights or privileges of the Secured Parties under the Loan Documents or applicable
law. By accepting the benefit of the Liens granted pursuant to the Security Instruments,
each Secured Party not party hereto hereby agrees to the terms of this paragraph
(a). 



                 (b)
Each Secured Party irrevocably authorizes Administrative Agent to release any
Lien granted to or held by the Administrative Agent upon any Collateral: (i) upon
termination of the Commitments, termination or expiration of all Letters of Credit
(other than Letters of Credit as to which other arrangements satisfactory to the
Administrative Agent and the Issuing Lender have been made), termination of all
Hedge Contracts with Swap Counterparties that are secured by the Liens on the
Collateral (other than Hedge Contracts with any Swap Counterparty with respect
to which other arrangements satisfactory to the Swap Counterparty and the Borrower
have been made; provided that, unless a Swap Counterparty notifies the Administrative
Agent in writing at least 2 Business Days prior to the expected termination of
the Commitments that such arrangements have not been made, then solely for purposes
of this clause (b), it shall be deemed that such satisfactory arrangements have
been made), and payment in full of all Obligations (other than Obligations arising
under Hedge Contracts with any Swap Counterparty with respect to which other arrangements
satisfactory to the Swap Counterparty and the Borrower have been made; provided
that, unless a Swap Counterparty notifies the Administrative Agent in writing
at least 2 Business Days prior to the expected termination of the Commitments
that such arrangements have not been made, then solely for purposes of this clause
(b), it shall be deemed that such satisfactory arrangements have been made); (ii)
constituting Property sold or to be sold or otherwise disposed of as part of or
in connection with any disposition permitted under this Agreement or the other
Loan Documents; (iii) constituting Property in which the Borrower or any Subsidiary
owned no interest at the time the Lien was granted or at any time thereafter;
(iv) constituting Property leased to the Borrower or any Subsidiary under a lease
which has expired or has been terminated in a transaction permitted under this
Agreement or is about to expire and which has not been, and is not intended by
the Borrower or such Subsidiary to be, renewed or extended; or (v) if approved,
authorized or ratified in writing by the applicable Required Lenders or all the
Lenders, as the case may be, as required by Section 9.01. Upon the request of
the Administrative Agent at any time, the Secured Parties will confirm in writing
the Administrative Agent's authority to release particular types or items of Collateral
pursuant to this Section 8.08. 



76





                 By
accepting the benefit of the Liens granted pursuant to the Security Instruments,
each Secured Party not party hereto hereby agrees to the terms of this paragraph
(b). 



ARTICLE IX 



MISCELLANEOUS 



                 Section
9.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement,
the Notes, or any other Loan Document (other than the Fee Letter), nor consent
to any departure by the Borrower or any Subsidiary therefrom, shall in any event
be effective unless the same shall be in writing and signed by the Required Lenders
and the Borrower, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given; provided, however,
that no amendment, waiver, or consent shall, unless in writing and signed by all
the Lenders, do any of the following: (a) waive any of the conditions specified
in Section 3.01, (b) increase the Borrowing Base or the Commitments of the Lenders,
(c) reduce the principal of, or interest on, the Notes or any fees or other amounts
payable hereunder or under any other Loan Document, (d) postpone any date fixed
for any payment of principal of, or interest on, the Notes, or any fees or other
amounts payable hereunder or extend the Maturity Date, or the Commitment Termination
Date, (e) change the percentage of Lenders that shall be required for the Lenders
or any of them to take any action hereunder or under any other Loan Document,
(f) amend Section 2.11 or this Section 9.01, (g) amend the definition of "Required
Lenders," (h) release any Subsidiary from its obligations under any Guaranty,
(i) permit the Borrower or any Subsidiary to enter into any merger or consolidation
with or into any other Person, except for mergers or consolidations permitted
pursuant to Section 6.04 or amend clause (a) of Section 6.04, or (j) release any
Collateral securing the Obligations except as permitted under this Agreement and
except for releases of Collateral sold, transferred, or otherwise disposed of
as permitted by this Agreement; and provided, further, that no amendment, waiver
or consent shall, unless in writing and signed by the Administrative Agent or
the Issuing Lender in addition to the Lenders required above to take such action,
affect the rights or duties of the Administrative Agent or the Issuing Lender,
as the case may be, under this Agreement or any other Loan Document. No Lender
or any Affiliate of a Lender shall have any voting rights under any Loan Document
as a result of the existence of obligations owed to it under Hedge Contracts.




                 Section
9.02 Notices, Etc. All notices and other communications shall be in writing (including,
without limitation, telecopy) and mailed by certified mail, return receipt requested,
telecopied, hand delivered, or delivered by a nationally recognized overnight
courier, at the address for the appropriate party specified in Schedule I or at
such other address as shall be designated by such party in a written notice to
the other parties. All such notices and communications shall, when so mailed,
telecopied, or hand delivered or delivered by a nationally recognized overnight
courier, be effective when received if mailed, when telecopy transmission is completed
or when delivered by such messenger or courier, respectively, except that notices
and communications to the Administrative Agent pursuant to Article II or VIII
shall not be effective until received by the Administrative Agent. 



                 Section
9.03 No Waiver; Remedies. No failure on the part of any Lender, the Administrative
Agent, or the Issuing Lender to exercise, and no delay in exercising, any right
hereunder or under any Note shall operate as a waiver thereof; nor shall any single
or partial 



77





exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are cumulative
and not exclusive of any remedies provided by law. 



                 Section
9.04 Costs and Expenses. The Borrower agrees to pay on demand (a) all reasonable
out-of-pocket costs and expenses of the Administrative Agent in connection with
the preparation, execution, waiver, delivery, administration, modification, and
amendment of this Agreement, the Notes, the Guaranties, and the other Loan Documents
including, without limitation, the reasonable fees and reasonable out-of-pocket
expenses of counsel for the Administrative Agent with respect to advising the
Administrative Agent as to its rights and responsibilities under this Agreement,
and (b) all out-of-pocket costs and expenses, if any, of the Administrative Agent,
the Issuing Lender, and each Lender (including, without limitation, counsel fees
and expenses of the Administrative Agent, the Issuing Lender, and each Lender)
in connection with the enforcement (whether through negotiations, legal proceedings,
or otherwise) of this Agreement, the Notes, the Guaranties, and the other Loan
Documents. 



                 Section
9.05 Binding Effect. This Agreement shall become effective when it shall have
been executed by the Borrower and the Administrative Agent, and when the Administrative
Agent shall have, as to each Lender, either received a counterpart hereof executed
by such Lender or been notified by such Lender that such Lender has executed it
and thereafter shall be binding upon and inure to the benefit of the Borrower,
the Administrative Agent, the Issuing Lender, and each Lender and their respective
successors and assigns, except that the Borrower shall not have the right to assign
its rights or delegate its duties under this Agreement or any interest in this
Agreement without the prior written consent of each Lender. 



                 Section
9.06 Lender Assignments and Participations. 



(a) Assignments. Any Lender may assign to one or more Eligible Assignee all or
any portion of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitments, the Advances owing to it, the
Notes held by it, and the participation interest in the Letter of Credit Obligations
held by it); provided, however, that (i) each such assignment shall be of a constant,
and not a varying, percentage of such Lender's rights and obligations assigned
under this Agreement and shall be an equal percentage with respect to both its
obligations owing in respect of the Commitments and the related Advances and Letters
of Credit, (ii) the amount of the Commitments and Advances of such Lender being
assigned pursuant to each such assignment (determined as of the date of the Assignment
and Acceptance with respect to such assignment) shall be, if to an entity other
than a Lender, not less than $3,000,000 and shall be an integral multiple of $1,000,000
in excess thereof, (iii) the parties to each such assignment shall execute and
deliver to the Administrative Agent, for its acceptance and recording in the Register,
an Assignment and Acceptance, together with the Notes subject to such assignment,
and (iv) each Eligible Assignee (other than the Eligible Assignee of the Administrative
Agent) shall pay to the Administrative Agent a $3,500 administrative fee. Upon
such execution, delivery, acceptance and recording, from and after the effective
date specified in each Assignment and Acceptance, which effective date shall be
at least three Business Days after the execution thereof, (A) the assignee thereunder
shall be a party hereto for all purposes and, to the extent that rights and obligations
hereunder have been assigned to it pursuant to such Assignment and Acceptance,
have the rights and obligations of a Lender hereunder and (B) such 



78





Lender thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights and be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all or the remaining
portion of such Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto). 



                 (b)
Term of Assignments. By executing and delivering an Assignment and Acceptance,
the Lender thereunder and the assignee thereunder confirm to and agree with each
other and the other parties hereto as follows: (i) other than as provided in such
Assignment and Acceptance, such Lender makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties, or representations
made in or in connection with this Agreement or the execution, legality, validity,
enforceability, genuineness, or sufficiency of value of this Agreement or any
other instrument or document furnished pursuant hereto; (ii) such Lender makes
no representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower or its Subsidiaries or the performance or
observance by the Borrower or its Subsidiaries of any of their obligations under
this Agreement or any other instrument or document furnished pursuant hereto;
(iii) such assignee confirms that it has received a copy of this Agreement, together
with copies of the Financial Statements and Interim Financial Statements referred
to in Section 4.05 and such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into such Assignment and
Acceptance; (iv) such assignee will, independently and without reliance upon the
Administrative Agent, such Lender or any other Lender and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under this Agreement; (v)
such assignee appoints and authorizes the Administrative Agent to take such action
as agent on its behalf and to exercise such powers under this Agreement as are
delegated to the Administrative Agent by the terms hereof, together with such
powers as are reasonably incidental thereto; and (vi) such assignee agrees that
it will perform in accordance with their terms all of the obligations which by
the terms of this Agreement are required to be performed by it as a Lender. 



                 (c)
The Register. The Administrative Agent shall maintain at its address referred
to in Section 9.02 a copy of each Assignment and Acceptance delivered to and accepted
by it and a register for the recordation of the names and addresses of the Lenders
and the Commitments of, and principal amount of the Advances owing to, each Lender
from time to time (the "Register"). The entries in the Register shall be conclusive
and binding for all purposes, absent manifest error, and the Borrower, the Administrative
Agent, the Issuing Lender, and the Lenders may treat each Person whose name is
recorded in the Register as a Lender hereunder for all purposes of this Agreement.
The Register shall be available for inspection by the Borrower or any Lender at
any reasonable time and from time to time upon reasonable prior notice. 



                 (d)
Procedures. Upon its receipt of an Assignment and Acceptance executed by a Lender
and an Eligible Assignee, together with the Notes subject to such assignment,
the Administrative Agent shall, if such Assignment and Acceptance has been completed
and is in substantially the form of the attached Exhibit A, (i) accept such Assignment
and Acceptance, (ii) record the information contained therein in the Register,
and (iii) give prompt notice thereof to the Borrower. Within five Business Days
after its receipt of such notice, the Borrower shall execute and deliver to the
Administrative Agent in exchange for the surrendered Notes (A) if 



79





such Eligible Assignee has acquired a Commitment, a new Note to
the order of such Eligible Assignee in an amount equal to the Commitment assumed
by it pursuant to such Assignment and Acceptance and (B) if such Lender has retained
any Commitment, a new Note to the order of such Lender in an amount equal to the
Commitment retained by it hereunder. Such new Notes shall be dated the effective
date of such Assignment and Acceptance and shall otherwise be in substantially
the form of the attached Exhibit E. 



                 (e)
Participations. Each Lender may sell participations to one or more banks or other
entities in or to all or a portion of its rights and obligations under this Agreement
(including, without limitation, all or a portion of its Commitments, the Advances
owing to it, its participation interest in the Letter of Credit Obligations, and
the Notes held by it); provided, however, that (i) such Lender's obligations under
this Agreement (including, without limitation, its Commitments to the Borrower
hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible
to the other parties hereto for the performance of such obligations, (iii) such
Lender shall remain the holder of any such Notes for all purposes of this Agreement,
(iv) the Borrower, the Administrative Agent, the Issuing Lender, and the other
Lenders shall continue to deal solely and directly with such Lender in connection
with such Lender's rights and obligations under this Agreement, and (v) such Lender
shall not require the participant's consent to any matter under this Agreement,
except for change in the principal amount of the Notes, reductions in fees or
interest, releasing all or substantially all of any Collateral, permitting the
Borrower or any Subsidiary to enter into any merger or consolidation with or into
any other, postponement of any date fixed for any payment of principal of, or
interest on, the Notes or any fees or other amounts payable hereunder, or extensions
of the Maturity Date, or the Commitment Termination Date. The Borrower hereby
agrees that participants shall have the same rights under Sections 2.12, 2.13,
2.14(c), and 9.07 as a Lender to the extent of their respective participations.




                 Section
9.07 Indemnification. THE BORROWER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, THE
LENDERS, THE ISSUING LENDER, AND EACH AFFILIATE THEREOF AND THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES, AND AGENTS FROM, AND DISCHARGE, RELEASE, AND HOLD EACH OF
THEM HARMLESS AGAINST, ANY AND ALL LOSSES, LIABILITIES, CLAIMS, OR DAMAGES THAT
MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST THEM IN ANY WAY RELATING TO
OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY ACTION
TAKEN OR OMITTED BY THEM UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (A) INCLUDING
ANY SUCH LOSSES, LIABILITIES, CLAIMS, DAMAGES, OR EXPENSE INCURRED BY REASON OF
THE PERSON BEING INDEMNIFIED'S OWN NEGLIGENCE OR STRICT LIABILITY, (B) INCLUDING
WITHOUT LIMITATION ENVIRONMENTAL CLAIMS AND ANY LIABILITIES ARISING UNDER ENVIRONMENTAL
LAW, AND (C) INCLUDING WITHOUT LIMITATION ANY SUCH OTHER LOSSES, LIABILITIES,
CLAIMS, DAMAGES, OR EXPENSES RESULTING FROM ANY LITIGATION, LEGAL PROCEEDING OR
OTHER TYPE OF ACTION, REGARDLESS OF WHETHER ANY PARTY BEING INDEMNIFIED IS PARTY
TO SUCH LITIGATION, LEGAL PROCEEDING OR OTHER ACTION, BUT EXCLUDING ANY SUCH LOSSES,
LIABILITIES, CLAIMS, DAMAGES, OR EXPENSES INCURRED BY REASON OF THE GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT OF THE PERSON TO BE INDEMNIFIED. 



80





                 Section
9.08 Execution in Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. 



                 Section
9.09 Survival of Representations, Etc. All representations and warranties contained
in this Agreement or made in writing by or on behalf of the Borrower in connection
herewith shall survive the execution and delivery of this Agreement and the Loan
Documents, the making of the Advances and any investigation made by or on behalf
of the Lenders, none of which investigations shall diminish any Lender's right
to rely on such representations and warranties. All obligations of the Borrower
provided for in Sections 2.12, 2.13, 2.14(c), 9.04, and 9.07 and all of the obligations
of the Lenders in Section 8.05 shall survive any termination of this Agreement
and repayment in full of the Obligations. 



                 Section
9.10 Severability. In case one or more provisions of this Agreement or the other
Loan Documents shall be invalid, illegal or unenforceable in any respect under
any applicable law, the validity, legality, and enforceability of the remaining
provisions contained herein or therein shall not be affected or impaired thereby.




                 
Section 9.11 Business Loans. The Borrower warrants and represents that the Loans
evidenced by the Notes are and shall be for business, commercial, investment,
or other similar purposes and not primarily for personal, family, household, or
agricultural use, as such terms are used in Chapter One ("Chapter One") of the
Texas Credit Code. At all such times, if any, as Chapter One shall establish a
Maximum Rate, the Maximum Rate shall be the "indicated rate ceiling" (as such
term is defined in Chapter One) from time to time in effect. 



                 Section
9.12 Governing Law. This Agreement, the Notes, and the other Loan Documents shall
be governed by, and construed and enforced in accordance with, the laws of the
State of Texas. Without limiting the intent of the parties set forth above, (a)
Chapter 346 of the Texas Finance Code, as amended (relating to revolving loans
and revolving tri-party accounts), shall not apply to this Agreement, the Notes,
or the transactions contemplated hereby and (b) to the extent that any Lender
may be subject to Texas law limiting the amount of interest payable for its account,
such Lender shall utilize the indicated (weekly) rate ceiling from time to time
in effect. Each Letter of Credit shall be governed by either the Uniform Customs
and Practice for Documentary Credits (2007 Revision), International Chamber of
Commerce Publication No. 600, or the International Standby Practices (ISP98),
International Chamber of Commerce Publication No. 590 (and any subsequent revisions
thereof approved by a Congress of the International Chamber of Commerce and adhered
to by the Issuing Lender). 



                 Section
9.13 Submission to Jurisdiction. The Borrower hereby irrevocably submits to the
jurisdiction of any Texas state or federal court sitting in Dallas, Texas in any
action or proceeding arising out of or relating to this Agreement or the other
Loan Documents, and the Borrower hereby irrevocably agrees that all claims in
respect of such action or proceeding may be heard and determined in such court.
The Borrower hereby unconditionally and irrevocably waives, to the fullest extent
it may effectively do so, any right it may have to the defense of an inconvenient
forum to the maintenance of such action or proceeding. The Borrower hereby agrees
that service of copies of the summons and complaint and any other process which
may be 



81





served in any such action or proceeding may be made by mailing
or delivering a copy of such process to such Borrower at its address set forth
in this Agreement. The Borrower agrees that a final judgment in any such action
or proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Nothing in this Section
shall affect the rights of any Lender to serve legal process in any other manner
permitted by the law or affect the right of any Lender to bring any action or
proceeding against the Borrower or its Property in the courts of any other jurisdiction.




                 Section
9.14 WAIVER OF JURY TRIAL. THE BORROWER, THE LENDERS, THE ISSUING LENDER, AND
THE ADMINISTRATIVE AGENT HEREBY ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED BY
AND HAVE CONSULTED WITH COUNSEL OF THEIR CHOICE, AND HEREBY KNOWINGLY, VOLUNTARILY,
INTENTIONALLY, AND IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN RESPECT
OF ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER
LOAN DOCUMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 



                 Section
9.15 USA Patriot Act. 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 the Borrower 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 Borrower,
which information includes the name and address of the Borrower and other information
that will allow such Lender or the Administrative Agent, as applicable, to identify
the Borrower in accordance with the Act. 



                 Section
9.16 PRIOR OR ORAL AGREEMENTS. THIS WRITTEN AGREEMENT AND THE LOAN DOCUMENTS,
AS DEFINED IN THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES
AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL,
RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS
AGREEMENT AND THE LOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. 



                 THERE
ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. 



                 IN
EXECUTING THIS AGREEMENT, THE BORROWER HEREBY WARRANTS AND REPRESENTS IT IS NOT
RELYING ON ANY STATEMENT OR REPRESENTATION OTHER THAN THOSE IN THIS AGREEMENT
AND IS RELYING UPON ITS OWN JUDGMENT AND ADVICE OF ITS ATTORNEYS. 



[Remainder of this page intentionally left blank. Signature page follows.]




82





                 EXECUTED
as of the date first above written. 




	 	BORROWER: 

      

      REOSTAR ENERGY, CORPORATION 

      

      

      By:   /s/ Mark S. Zouvas                                            

               Mark S. Zouvas 

               Chief Executive Officer
      
	 	 
	 	 










83







	 	 ADMINISTRATIVE AGENT/LENDER: 

      

      UNION BANK OF CALIFORNIA, N.A.

      as Administrative Agent, Issuing Lender and 

      Lender 

      

      

      By:    /s/ Randall Osterberg                                         

               Randall Osterberg
      

               Senior Vice President
	 	 
	 	 










84








SCHEDULE I 

  BORROWER, ADMINISTRATIVE AGENT, AND LENDER INFORMATION 



Each of the commitments to lend set forth herein is governed by the terms of the
Credit Agreement, which provides for, among other things, Borrowing Base limitations
which may restrict the Borrower's ability to request (and the Lenders' obligation
to provide) Credit Extensions to a maximum amount which is less than the commitments
set forth in this Schedule I. 



Administrative Agent: 

Union Bank of California, N.A. 

Lincoln Plaza 

500 N. Akard Street, Suite 4200 

Dallas, Texas 75201 

Attention: Mr. Randall Osterberg 

Facsimile: 214-922-4209 



Borrower: 

ReoStar Energy, Corporation 

3880 Hulen Street, Suite 500 

Fort Worth, Texas 76107 

Attention: Mr. Scott Allen 

Facsimile: 817-989-7368                   



Lenders:                                                                                                      Applicable
Lending Offices:  

	Union Bank of California, N.A.

      

      Commitment:

      $25,000,000.00 	Eurodollar Lending Office

      1980 Saturn Street, Mail Code V01-120

      Monterey Park, CA 91754 

      Telephone: (323) 720-2870

      Telecopy: (323) 724-6198 and (323) 724-0042

      Attention: Silvia Cruz, Commercial Loan Operations 

      Department

      Email: #clo_synd @uboc.com

      

      Domestic Lending Office

      Same as Eurodollar Lending Office

      

      Address for Notices:

      500 N. Akard Street, Suite 4200

      Dallas, Texas 75201

      Attention: Mr. Randall Osterberg

      Facsimile: 214-922-4209 





  Schedule I 

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