“Additional Pipeline Mortgages” means all Pipeline Mortgages entered into by theBorrower or any Restricted Subsidiary from time to time after the Post-Closing Date.“Administrative Agent” means KeyBank National Association, as the administrative agentfor the Lenders under this Agreement and the other Loan Documents, and any of its successors.“Administrative Questionnaire” means an Administrative Questionnaire in a formsupplied by the Administrative Agent.“Affiliate” means, as to any Person, any other Person that, directly or indirectly, isin control of, is controlled by, or is under common control with, such Person. For purposes ofthis definition, “control” of a Person means the power, directly or indirectly, either to (a) vote5% or more of the Equity Interests having ordinary voting power for the election of directors (orpersons performing similar functions) of such Person or (b) direct or cause the direction of themanagement and policies of such Person, whether through the ownership of Equity Interests, bycontract or otherwise.“After-Acquired Oil and Gas Properties” has the meaning specified inSection 6.11(b)(i).“Aggregate Exposure” means, with respect to any Lender at any time, an amount equal tothe amount of such Lender’s Borrowing Base Commitment then in effect or, if the Commitments havebeen terminated, the amount of such Lender’s Outstanding Credit at such time.“Aggregate Exposure Percentage” means, with respect to any Lender at any time, theratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the AggregateExposure of all Lenders at such time.“Aggregate Outstanding Credit” means, at any time, the aggregate Outstanding Credit ofall Lenders at such time.“Agreement” means this Credit Agreement.“Anti-Terrorism Order” means Executive Order No. 13,224 of September 24, 2001,Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit orSupport Terrorism, 66 U.S. Fed. Reg. 49, 079 (2001), as amended.“Applicable Margin” means, for any day, with respect to any Type of Loan, or withrespect to Unused Commitment Fees payable under this Agreement, as the case may be, the applicablerate per annum set forth below under the column heading “Applicable Margin for Eurodollar Loans,”“Applicable Margin for ABR Loans,” or “Unused Commitment Fee Rate,” as the case may be, based uponthe Conforming Borrowing Base Usage in effect on such date:                   **Conforming**  **Applicable Margin**  **Unused**      **Borrowing Base**  **for Eurodollar**  **Commitment**  **Applicable Margin** **Level** **Usage**  **Loans**  **Fee Rate**  **for Base Rate Loans**                  I  < 40%   1.50%  0.375%  0.00%II  3 40% < 75%   1.75%  0.375%  0.25%III  3 75% < 90%  2.00%  0.500%  0.50%IV  3 90% <100%   2.50%  0.500%  0.75%V  3 100%   3.00%  0.500%  1.00%Each change in the Applicable Margin for Eurodollar Loans, the Applicable Margin for ABR Loans, andthe Unused Commitment Fee Rate shall apply during the period commencing on the effective date ofsuch change and ending on the date immediately preceding the effective date of the next change. Ifan Event of Default exists, the Applicable Margin and the Unused Commitment Fee Rate shall be atLevel V.
 
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“Applicable Percentage” means, with respect to any Lender at any time, the percentage(carried out to the ninth decimal place) of the aggregate Commitments represented by such Lender’sCommitment at such time. If the Commitment of each Lender to make Loans and the obligation of the Issuing Bank to issueLetters of Credit have been terminated pursuant to Section 8.01, or if the Commitments haveexpired, then the Applicable Percentage of each Lender shall be determined based on the ApplicablePercentage of such Lender most recently in effect, giving effect to any subsequent assignments.The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender onSchedule 1.01A or in the Assignment and Assumption pursuant to which such Lender becomes aparty hereto, as applicable.“Application” means an application, in such form as the Issuing Bank may specify fromtime to time, requesting the Issuing Bank to open a Letter of Credit.“Approved Counterparty” means, with respect to any Approved Farmout Agreement or anyApproved Participation Agreement at any time, any Person that is a party to such Approved FarmoutAgreement or such Approved Participation Agreement (other than the Borrower or any RestrictedSubsidiary) and which (a) is not subject to a Solvency Event at such time and (b) has notdefaulted, or otherwise failed to perform any of its payment, assignment, or other materialobligations, under such Approved Farmout Agreement or Approved Participation Agreement at suchtime.“Approved Farmout Agreement” means, at any time, any Farmout Agreement between oramong one or more Approved Counterparties, as farmors, and the Borrower or any RestrictedSubsidiary, as farmee, a complete and correct executed copy of which has been delivered to theAdministrative Agent, which is (a) in form and substance reasonably satisfactory to theAdministrative Agent, (b) if required by the Administrative Agent, subject to a Farmout AgreementConsent at such time, (c) valid, binding and enforceable against all parties thereto in accordancewith its respective terms at such time, and (d) not in default or otherwise subject to terminationor rescission at such time as a result of any act or omission of the Borrower or any RestrictedSubsidiary.“Approved Farmout Property” means, at any time, any Farmout Property which has beenassigned by one or more Approved Counterparties to the Borrower or any Restricted Subsidiarypursuant to an Approved Farmout Agreement and a valid, binding and enforceable Farmout PropertyAssignment which has been prepared, executed, delivered and recorded in accordance with suchApproved Farmout Agreement and which Farmout Property is, in the determination of theAdministrative Agent, (a) adequately described for purposes of creating and maintaining anAcceptable Lien therein, and (b) not subject to any litigation, claim, or other proceeding whichchallenges or disputes the Borrower’s or such Restricted Subsidiary’s rights, title or intereststherein.“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) anAffiliate of a Lender, or (c) an entity or Affiliate of an entity that administers or manages aLender.“Approved Hedge Counterparty” means, at any time, (a) any Person engaged in thebusiness of buying, selling and dealing in Hedge Agreements that is acceptable to theAdministrative Agent and (i) has and maintains, or (ii) has a guarantor or other credit supportprovider that is acceptable to the Administrative Agent and has and maintains, a Credit Rating ofA- or better from S&P or A3 or better from Moody’s and (b) any Hedge Bank.“Approved Participation Agreement” means, at any time, any Participation Agreementbetween or among one or more Approved Counterparties and the Borrower or any Restricted Subsidiary,a complete and correct executed copy of which has been delivered to the Administrative Agent, whichis (a) in form and substance reasonably satisfactory to the Administrative Agent, (b) if requiredby the Administrative Agent, subject to a Participation Agreement Consent at such time, (c) valid,binding and enforceable against all parties thereto in accordance with its respective terms at suchtime, and (d) not in default or otherwise subject to termination or rescission at such time as aresult of any act or omission of the Borrower or any Restricted Subsidiary.“Approved Participation Property” means, at any time, any Participation Property whichhave been assigned by one or more Approved Counterparties to the Borrower or any RestrictedSubsidiary pursuant to an Approved Participation Agreement and a valid, binding and enforceableParticipation Property Assignment which has been prepared, executed, delivered and recorded inaccordance with such Approved Participation Agreement and which Participation Property is, in thedetermination of the Administrative Agent, (a) adequately described for purposes of creating andmaintaining an Acceptable Lien therein, and (b) not subject to any litigation, claim, or otherproceeding which challenges or disputes the Borrower’s or such Restricted Subsidiary’s rights,title or interests therein.“Arranger” means KeyBank, in its capacity as sole lead arranger and sole bookrunnerhereunder.
 
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“Assignment and Assumption” means an Assignment and Assumption entered into by aLender and an assignee (with the consent of any party whose consent is required by Section 10.06),and accepted by the Administrative Agent), in substantially the form of Exhibit E or anyother form approved by the Administrative Agent.“Attributable Indebtedness” means, on any date, (a) in respect of any CapitalizedLease of any Person, the capitalized amount thereof that would appear on a balance sheet of suchPerson prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic LeaseObligation, the capitalized amount of the remaining lease or similar payments under the relevantlease or other applicable agreement or instrument that would appear on a balance sheet of suchPerson prepared as of such date in accordance with GAAP if such lease or other agreement orinstrument were accounted for as a Capital Lease Obligation, and (c) all Synthetic Debt of suchPerson.“Availability” means, at any time, an amount equal to the lesser of (a) the TotalCommitments then in effect minus the Aggregate Outstanding Credit, and (b) the BorrowingBase then in effect minus the Aggregate Outstanding Credit.“Available Commitment” means, as to any Lender at any time, an amount equal to theexcess, if any, of (a) such Lender’s Commitment then in effect over (b) such Lender’sCredit Extensions then outstanding.“Board” means the Board of Governors of the Federal Reserve System of the UnitedStates (or any successor).“Borrower” has the meaning specified in the preamble hereto.“Borrowing Base” means at any particular time, the Dollar amount determined inaccordance with Section 2.02 on account of (a) Proved Properties owned by the Borrower or anyRestricted Subsidiary that are subject to Acceptable Liens created pursuant to Oil and GasMortgages and other applicable Security Documents in favor of the Administrative Agent, for thebenefit of the Secured Parties, and that are described in the most recent Engineering Reportdelivered to the Administrative Agent and the Lenders pursuant to Section 2.02, (b) ApprovedFarmout Properties owned by the Borrower or any Restricted Subsidiary that are subject toAcceptable Liens created pursuant to Oil and Gas Mortgages and other applicable Security Documentsin favor of the Administrative Agent, for the benefit of the Secured Parties, and that aredescribed in the most recent Engineering Report and Farmout/Participation Property Certificatedelivered to the Administrative Agent and the Lenders pursuant to Section 2.02, (c) ApprovedParticipation Properties owned by the Borrower or any Restricted Subsidiary that are subject toAcceptable Liens created pursuant to Oil and Gas Mortgages and other applicable Security Documentsin favor of the Administrative Agent for the benefit of the Secured Parties and that are describedin the most recent Engineering Report and Farmout/Participation Property Certificate delivered tothe Administrative Agent and the Lenders pursuant to Section 2.02, and (d) Open-Access PipelineProperties owned by the Borrower and its Restricted Subsidiaries and that are subject to AcceptableLiens created pursuant to Pipeline Mortgages and other applicable Security Documents in favor ofthe Administrative Agent, for the benefit of the Secured Parties.“Borrowing Base Availability” means, at any time, for any Lender, an amount equal to(a) such Lender’s Borrowing Base Commitment minus (b) such Lender’s Outstanding Credit.“Borrowing Base Availability Percentage” means, at any time, for any Lender, thequotient, expressed as a percentage, of (a) such Lender’s Borrowing Base Availability dividedby (b) Total Borrowing Base Availability.“Borrowing Base Commitment” means, as to any Lender on any date, such Lender’sApplicable Percentage of the Borrowing Base on such date, subject to adjustment pursuant toSection 2.02(d)(vi). The aggregate amount of all Borrowing Base Commitments on the Closing Date is$75,000,000.“Borrowing Base Commitment Percentage” means, as to any Lender, the percentage of theBorrowing Base represented by such Lender’s Borrowing Base Commitment, as adjusted from time totime in accordance with this Section 2.02 of the Agreement“Borrowing Base Increase” means any increase (or proposed increase) in the amount ofthe Borrowing Base pursuant to a redetermination made in accordance with Section 2.02.
 
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“Borrowing Base Properties” means, at any time, all Proved Properties, all ApprovedFarmout Properties, all Approved Participation Properties, and all Open-Access Pipeline Properties,in each case as and to the extent included in the Borrowing Base at such time in accordance withSection 2.02.“Borrowing Date” means any Business Day specified by the Borrower as a date on whichthe Borrower requests the Lenders to make Loans hereunder.“Business” has the meaning specified in Section 5.16.“Business Day” means a day other than a Saturday, Sunday or other day on whichcommercial banks in Cleveland, Ohio, are authorized or required by law to close, provided,that with respect to notices and determinations in connection with, and payments of principal andinterest on, Eurodollar Loans, such day is also a day for trading by and between banks in Dollardeposits in the interbank eurodollar market.“Capital Lease Obligations” means, as to any Person, the obligations of such Person topay rent or other amounts under any lease of (or other arrangement conveying the right to use) realor personal property, or a combination thereof, which obligations are required to be classified andaccounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposesof this Agreement, the amount of such obligations at any time shall be the capitalized amountthereof at such time determined in accordance with GAAP.“Cash” or “cash” means money, currency or a credit balance in a depositaccount.“Cash Collateralize” means to pledge and deposit with or deliver to the AdministrativeAgent, for the benefit of the Secured Parties, Cash in an amount equal to the then outstanding LCObligations, pursuant to documentation in form and substance satisfactory to the AdministrativeAgent and the Issuing Bank (which documents are hereby consented to by the Lenders). Derivativesof such term shall have corresponding meanings.“Cash Equivalents” means any of the following:(a) marketable direct obligations issued by, or unconditionally guaranteed by, the UnitedStates Government or issued by any agency thereof and backed by the full faith and credit of theUnited States, in each case maturing within one year from the date of acquisition;(b) certificates of deposit, time deposits, eurodollar time deposits or overnight bankdeposits having maturities of six months or less from the date of acquisition issued by any Lenderor by any commercial bank organized under the laws of the United States or any state thereof havingcombined capital and surplus of not less than $500,000,000;(c) commercial paper of an issuer rated at least A-1 by S&P or P-1 by Moody’s, or carrying anequivalent rating by a nationally recognized rating agency, if both of the two named ratingagencies cease publishing ratings of commercial paper issuers generally, and maturing within sixmonths from the date of acquisition;(d) fully collateralized repurchase obligations of any Lender or of any commercial banksatisfying the requirements of clause (b) of this definition, having a term of not more than 30days, with respect to securities issued or fully guaranteed or insured by the United Statesgovernment;(e) securities with maturities of one year or less from the date of acquisition issued orfully guaranteed by any state, commonwealth or territory of the United States, or by any politicalsubdivision or taxing authority of any such state, commonwealth or territory the securities ofwhich state, commonwealth, territory, political subdivision, or taxing authority (as the case maybe) are rated at least A by S&P or A by Moody’s;(f) securities with maturities of six months or less from the date of acquisition backed bystandby letters of credit issued by any Lender or any commercial bank satisfying the requirementsof clause (b) of this definition;(g) shares of money market mutual or similar funds that invest exclusively in assetssatisfying the requirements of clauses (a) through (f) of this definition; or(h) shares of money market mutual funds that (i) comply with the criteria set forth in SECRule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P or Aaa by Moody’s,and (iii) have portfolio assets of at least $5,000,000,000.
 
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“CBT Controlled Accounts” means deposit accounts numbered 001-0312999, 001-0312964,and 001-0312956, respectively, established by the Borrower and maintained with Central Bank & TrustCo., which deposit accounts are subject to the Deposit Account Control Agreement dated as ofSeptember 8, 2006, among Central Bank & Trust Co., as Depository Bank, the Borrower, as Grantor,and the Administrative Agent, as Secured Party.“CB&T” means Central Bank & Trust Co., a Kentucky banking corporation, and itssuccessors and assigns.“CB&T Note” means the Commercial Note dated September 28, 2007, made by the Borrowerand payable to the order of CB&T in the original principal amount of $2,100,000, as in effect onthe Closing Date.“Change in Law” means the occurrence, after the date of this Agreement, of any of thefollowing: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any changein any law, rule, regulation or treaty or in the administration, interpretation or applicationthereof by any Governmental Authority or (c) the making or issuance of any request, guideline ordirective (whether or not having the force of law) by any Governmental Authority.“Closed-Access Pipeline Properties” means all Pipeline Properties other thanOpen-Access Pipeline Properties.“Closing Date” means the date on which the conditions precedent set forth inSection 4.01 shall have been satisfied.“Code” means the Internal Revenue Code of 1986, as amended from time to time.“Collateral” means all property of the Loan Parties, now owned or hereafter acquired,upon which a Lien is purported to be created by any Security Document.“Collateral Account” has the meaning specified in the Guarantee and CollateralAgreement.“Commitment” means, as to any Lender, the obligation of such Lender, if any, to makeLoans and/or issue or participate in Letters of Credit under this Agreement, in an aggregateprincipal and/or face amount not to exceed the amount set forth under the heading “Commitment”opposite such Lender’s name on Schedule 1.01A or in the Assignment and Assumption pursuantto which such Lender became a party hereto, as the same may be changed from time to time pursuantto the terms hereof. The original aggregate amount of the Total Commitments on the Closing Date is$75,000,000.“Commitment Period” means the period from and including the Closing Date to, but notincluding, the Termination Date.“Commonly Controlled Entity” means an entity, whether or not incorporated, that isunder common control with the Borrower within the meaning of Section 4001 of ERISA or is part of agroup that includes the Borrower and that is treated as a single employer under Section 414 of theCode.“Compliance Certificate” means a certificate duly executed and property completed by aResponsible Officer substantially in the form of Exhibit L, or in such other form as may berequired by the Administrative Agent.“Confidential Information Memorandum” means the Confidential Information Memorandumdated November 2007, prepared by KeyBanc Capital Markets with respect to the Borrower and furnishedto any Lender.“Conforming Borrowing Base” means, at any time, the dollar amount determined inaccordance with Section 2.02(e).“Conforming Borrowing Base Usage” means, as of any date and for all purposes, thequotient, expressed as a percentage of (a) the Aggregate Outstanding Credit as of such date,divided by (b) the Conforming Borrowing Base as of such date.
 
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“Consolidated Current Assets” means, at any date, the total of (a) all amounts thatwould, in conformity with GAAP, be set forth opposite the caption “total current assets” (or anylike caption) on a consolidated balance sheet of the Borrower and its Subsidiaries at such date,plus (b) the Availability existing at such date, less (iii) any non-cash assets required to beincluded in the consolidated current assets of the Borrower and its Subsidiaries as a result of theapplication of SFAS 133 as of such date.“Consolidated Current Liabilities” means, at any date, the total of (a) all amountsthat would, in conformity with GAAP, be set forth opposite the caption “total current liabilities”(or any like caption) on a consolidated balance sheet of the Borrower and its Subsidiaries at suchdate, but excluding all Indebtedness consisting of Loans to the extent otherwise included therein,less (b) any non-cash obligations required to be included in the consolidated current liabilitiesof the Borrower and its Subsidiaries as a result of the application of SFAS 133 as of such date.“Consolidated EBITDA” means, for any period, Consolidated Net Income for such periodplus, without duplication and to the extent deducted in determining such Consolidated NetIncome for such period, the sum of (a) cash interest expense (including cash distributed toHoldings to pay interest due and payable on the NGAS Convertible Notes), (b) income tax expense,(c) depreciation and depletion expense, (d) amortization expense, (e) any non-cash losses orcharges on any Hedge Agreement resulting from the requirements of SFAS 133 for such period; andminus, to the extent included in determining such Consolidated Net Income for such period,the sum of (a) interest income, (b) any non-cash gains on any Hedge Agreements resulting from therequirements of SFAS 133 for such period, (c) any extraordinary income or gains in accordance withGAAP, (d) income tax credits (to the extent not netted from income tax expense) and (e) any othernon-cash income, all as determined on a consolidated basis. For the purposes of calculatingConsolidated EBITDA for any period of four consecutive Fiscal Quarters (each, a “ReferencePeriod”) pursuant to any determination of the Consolidated Leverage Ratio, (i) if at any timeduring such Reference Period the Borrower or any Subsidiary shall have made any MaterialDisposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equalto the Consolidated EBITDA (if positive) attributable to the Property that is the subject of suchMaterial Disposition for such Reference Period or increased by an amount equal to the ConsolidatedEBITDA (if negative) attributable thereto for such Reference Period and (ii) if during suchReference Period the Borrower or any Subsidiary shall have made a Material Acquisition,Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effectthereto as if such Material Acquisition occurred on the first day of such Reference Period. Asused in this definition, “Material Acquisition” means any acquisition of Property or series ofrelated acquisitions of Property that (a) constitutes assets comprising all or substantially all ofan operating unit of a business or constitutes all or substantially all of the common stock of aPerson and (b) involves the payment of consideration by the Borrower and its Subsidiaries in excessof $5,000,000; and “Material Disposition” means any Disposition of Property or series of relatedDispositions of Property that yields gross proceeds to the Borrower or any of its Subsidiaries inexcess of $5,000,000.“Consolidated Funded Indebtedness” means, at any date, the aggregate amount of allFunded Indebtedness of Holdings, the Borrower and its Subsidiaries at such date (excluding allFunded Indebtedness outstanding under the NGAS Convertible Notes as of such date but including allother Funded Indebtedness of Holdings outstanding as of such date).“Consolidated Interest Coverage Ratio” means, for any period, the ratio of (a)Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period.“Consolidated Interest Expense” means, for any period, (a) total cash interest expense(including that attributable to Capital Lease Obligations, Synthetic Lease Obligations, andSynthetic Debt) of the Borrower and its Subsidiaries for such period with respect to alloutstanding Indebtedness of the Borrower and its Subsidiaries (including all commissions, discountsand other fees and charges owed with respect to letters of credit and bankers’ acceptancefinancing, net costs under Hedge Agreements in respect of interest rates to the extent such netcosts are allocable to such period in accordance with GAAP) plus (b) all cash interestexpense of Holdings for such period with respect to the NGAS Convertible Notes and any otherIndebtedness of Holdings.“Consolidated Leverage Ratio” means, as at the last day of any period, the ratio of(a) Consolidated Funded Indebtedness on such day to (b) Consolidated EBITDA for such period.
 
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“Consolidated Net Income” means, for any period, the consolidated net income (or loss)of the Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP;provided that there shall be excluded (a) the income (or deficit) of any Person accruedprior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated withthe Borrower or any of its Subsidiaries, (b) the income (or deficit) of anyPerson (other than a Subsidiary of the Borrower) in which the Borrower or any of itsSubsidiaries has an ownership interest, except to the extent that any such income is actuallyreceived by the Borrower or such Subsidiary in the form of cash dividends or similar cashdistributions and (c) the undistributed earnings of any Subsidiary of the Borrower to the extentthat the declaration or payment of dividends or similar distributions by such Subsidiary is not atthe time permitted by the terms of any Contractual Obligation (other than under any Loan Document)or Requirement of Law applicable to such Subsidiary.“Continuing Directors” means the directors of Holdings on the Closing Date, and eachother director, if, in each case, such other director’s nomination for election to the board ofdirectors of Holdings is recommended by at least 66-2/3% of the then Continuing Directors.“Contractual Obligation” means, as to any Person, any provision of any security issuedby such Person or of any agreement, instrument or other undertaking to which such Person is a partyor by which it or any of its property is bound.“Credit Extension” means (a) the making of any Loan by any Lender and (b) the issuanceof any Letter of Credit by the Issuing Bank.“Credit Rating” means, with respect to any Person on any date of determination, therespective rating then assigned to its unsecured and senior long-term debt or deposit obligationsor (not supported by third party credit enhancement) by S&P, Moody’s, or any other nationallyrecognized statistical rating agency acceptable to the Administrative Agent.“Default” means any of the events specified in Section 8.01, whether or not anyrequirement for the giving of notice, the lapse of time, or both, has been satisfied.“Default Rate” means (a) when used with respect to Obligations other than Letter ofCredit fees payable pursuant to Section 3.03(a), an interest rate equal to (i) the ABR plusthe Applicable Margin for ABR Loans plus (ii) 2% per annum, provided,however, that with respect to a Eurodollar Loan, the Default Rate shall be an interest rateequal to the interest rate (including any Applicable Margin) otherwise applicable to such Loanplus 2% per annum and (b) when used with respect to Letter of Credit fees payable pursuantto Section 3.03(a), a rate equal to the Applicable Margin for Eurodollar Loans plus 2% perannum.“Defaulting Lender” means any Lender that (a) has failed to fund any portion of theLoans or participations in LC Obligations required to be funded by it hereunder within one BusinessDay of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to theAdministrative Agent or any other Lender any other amount required to be paid by it hereunderwithin one Business Day of the date when due, unless the subject of a good faith dispute, or (c)has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.“Deficiency Notice” has the meaning as specified in Section 2.07(a).“Disbursement Letter” means the Disbursement Letter to be executed and delivered bythe Borrower, substantially in the form of Exhibit H.“Disposition” means with respect to any property, any sale, lease, license, sale andleaseback, assignment, conveyance, transfer or other disposition thereof. The terms“Dispose” and “Disposed of” shall have correlative meanings.“Dollars” and “$” means dollars in lawful currency of the United States.“Drilling Program” means any drilling, developing and operating partnership or similararrangement between the Borrower and any Drilling Program Partnership which is created andstructured by the Borrower, each such Drilling Program Partnership being owned 99% by subscribersfor its units of limited or general partner interests, as investors, and 1% by the Borrower, as themanaging general partner, the proceeds of which are contributed by the Drilling Program Partnershipto the associated Drilling Program, along with the Borrower’s capital contribution, and applied bythe Drilling Program to drill Hydrocarbon development or exploratory wells on drilling sitesselected and assigned to the Drilling Program by the Borrower from its inventory of drillingprospects in the Appalachian Basin and other gas basins where it holds Hydrocarbon Interests.
 
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“Drilling Program Agreements” means, with respect to any Drilling Program, thecollective reference to the limited partnership agreement of the Drilling Program Partnershiprelating to such Drilling Program, the general partnership agreement of the Drilling Programbetween the Drilling Program Partnership and the Borrower, as manager, all assignments of drillingrights from the Borrower to the Drilling Program, all joint drilling and operating agreements towhich the Borrower is a party relating to the Drilling Program, all investor subscriptionagreements to which the Drilling Program Partnership is a party relating to the Drilling Program,and all other agreements, contracts, instruments and documents governing, evidencing or relating tosuch Drilling Program, in each case as any of the same may be amended, restated, supplemented orotherwise modified from time to time in accordance with the Loan Documents, including, withoutlimitation, all rights of the Borrower to (i) receive moneys due and to become due to it thereunderor in connection therewith, (ii) damages arising thereunder or in connection therewith and (iii)perform thereunder and to compel performance and otherwise exercise rights and remedies thereunder.“Drilling Program Partnership” means any limited partnership created by the Borroweras part of any Drilling Program of which the Borrower is the managing general partner and that is aparty to one or more Drilling Program Agreements.“Earned Farmout Interests” means (a) with respect to any Existing Farmout Agreement,all “Earned Interests” (as defined in the Existing Farmout Agreement Consent relating to suchExisting Farmout Agreement) and (b) with respect to any other Farmout Agreement, all rights, titlesand interests of the Borrower or any Restricted Subsidiary in and to any Proved Reserves andrelated Property and rights that are assigned by an Approved Counterparty to the Borrower or anyRestricted Subsidiary pursuant to a Farmout Property Assignment.“Earned Participation Interests” means (a) with respect to the Existing ParticipationAgreement, all working interests and net revenue interests in oil and gas wells drilled by theBorrower that are assigned to the Borrower by Hard Rock Exploration, Inc. pursuant to anyAssignments (as defined in such Existing Participation Agreement) and (b) with respect to any otherParticipation Agreement, all right, title and interest of the Borrower or any Restricted Subsidiaryin and to any Proved Reserves and related Property and rights that are assigned by the ApprovedCounterparty to the Borrower or any Restricted Subsidiary pursuant to a Participation PropertyAssignment.“Electing Lender” has the meaning specified in Section 2.02.“Engineering Report” means an Independent Engineering Report or an InternalEngineering Report.“Environmental Laws” means any and all foreign, Federal, state, local or municipallaws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of anyGovernmental Authority or other Requirements of Law (including common law) regulating, relating toor imposing liability or standards of conduct concerning protection of human health or theenvironment, as now or may at any time hereafter be in effect.“Environmental Liability” means any liability, contingent or otherwise (including anyliability for damages, costs of environmental remediation, fines, penalties or indemnities), of theBorrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of anyEnvironmental Law, (b) the generation, use, handling, transportation, storage, treatment ordisposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release orthreatened release of any Hazardous Materials into the environment or (e) any contract, agreementor other consensual arrangement pursuant to which liability is assumed or imposed with respect toany of the foregoing.“Equity Interests” means shares of capital stock, partnership interests, membershipinterests in a limited liability company, beneficial interests in a trust or other equity ownershipinterests in a Person, and any warrant, options or other rights entitling the holder thereof topurchase or acquire any such equity interest.“ERISA” means the Employee Retirement Income Security Act of 1974, as amended fromtime to time.“Eurocurrency Reserve Requirements” means for any day as applied to a Eurodollar Loan,the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) ofreserve requirements in effect on such day (including basic, supplemental, marginal and emergencyreserves under any regulations of the Board or other Governmental Authority having jurisdictionwith respect thereto) dealing with reserve requirements prescribed for eurocurrency funding(currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board) maintained by amember bank of the Federal Reserve System.
 
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“Eurodollar Base Rate” means, with respect to each day during each Interest Periodpertaining to a Eurodollar Loan, the rate per annum equal to the British Bankers Association LIBORRate (“BBA LIBOR”), as published by Reuters (or other commercially available sourceproviding quotations of BBA LIBOR as designated by the Administrative Agent from time to time) atapproximately 11:00 a.m., London time, determined on the basis of the rate for deposits in Dollarsfor a period equal to such Interest Period commencing on the first day of such Interest Period two(2) Business Days prior to the beginning of such Interest Period. In the event that such rate isnot available at such time for any reason, the “Eurodollar Base Rate” for such InterestPeriod shall be the rate per annum determined by reference to such other comparable publiclyavailable service for displaying eurodollar rates as may be selected by the Administrative Agentor, in the absence of such availability, by reference to the rate at which the Administrative Agentis offered Dollar deposits at or about 11:00 A.M., New York City time, two (2) Business Days priorto the beginning of such Interest Period in the interbank eurodollar market where its eurodollarand foreign currency and exchange operations are then being conducted for delivery on the first dayof such Interest Period for the number of days comprised therein.“Eurodollar Loans” means Loans the rate of interest applicable to which is based uponthe Eurodollar Rate.“Eurodollar Rate” means, with respect to each day during each Interest Periodpertaining to a Eurodollar Loan, a rate per annum determined for such day in accordance with thefollowing formula (rounded upward to the nearest 1/100th of 1%):Eurodollar Base Rate