TERMS OF AN ACCOUNTING OR FINANCIAL NATURE SHALL BE CONSTRUED IN
ACCORDANCE WITH GAAP, AS IN EFFECT FROM TIME TO TIME; PROVIDED THAT, IF THE
BORROWER NOTIFIES THE ADMINISTRATIVE AGENT THAT THE BORROWER REQUEST AN
AMENDMENT TO ANY PROVISION HEREOF TO ELIMINATE THE EFFECT OF ANY CHANGE
OCCURRING AFTER THE DATE HEREOF IN GAAP OR IN THE APPLICATION THEREOF ON THE
OPERATION OF SUCH PROVISION (OR IF THE ADMINISTRATIVE AGENT NOTIFIES THE
BORROWER THAT THE MAJORITY LENDERS REQUEST AN AMENDMENT TO ANY PROVISION HEREOF
FOR SUCH PURPOSE), REGARDLESS OF WHETHER ANY SUCH NOTICE IS GIVEN BEFORE OR
AFTER SUCH CHANGE IN GAAP OR IN THE APPLICATION THEREOF, THEN SUCH PROVISION
SHALL BE INTERPRETED ON THE BASIS OF GAAP AS IN EFFECT AND APPLIED IMMEDIATELY
BEFORE SUCH CHANGE SHALL HAVE BECOME EFFECTIVE UNTIL SUCH NOTICE SHALL HAVE BEEN
WITHDRAWN OR SUCH PROVISION AMENDED IN ACCORDANCE HEREWITH.
27
SECTION 1.05.
OIL AND GAS DEFINITIONS.
FOR PURPOSES OF THIS AGREEMENT, THE
TERMS "PROVED [OR] PROVEN RESERVES," "PROVED DEVELOPED RESERVES," "PROVED [OR]
PROVEN UNDEVELOPED RESERVES," "PROVED [OR] PROVEN DEVELOPED NONPRODUCING
RESERVES" AND "PROVED [OR] PROVEN DEVELOPED PRODUCING RESERVES," HAVE THE
MEANING GIVEN SUCH TERMS FROM TIME TO TIME AND AT THE TIME IN QUESTION BY THE
SOCIETY OF PETROLEUM ENGINEERS OF THE AMERICAN INSTITUTE OF MINING ENGINEERS.
SECTION 1.06.
TIME OF DAY.
UNLESS OTHERWISE SPECIFIED, ALL REFERENCES TO TIMES
OF DAY SHALL BE REFERENCES TO CENTRAL TIME (DAYLIGHT OR STANDARD, AS
APPLICABLE).
ARTICLE II
THE CREDITS
SECTION 2.01.
COMMITMENTS.
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH
HEREIN, EACH LENDER THAT WAS A LENDER UNDER AND AS DEFINED IN THE ORIGINAL
CREDIT AGREEMENT AGREES TO CONTINUE THE ORIGINAL LOANS AND EACH LENDER AGREES TO
MAKE LOANS TO THE BORROWER FROM TIME TO TIME DURING THE AVAILABILITY PERIOD IN
AN AGGREGATE PRINCIPAL AMOUNT THAT WILL NOT RESULT IN (A) SUCH LENDER'S CREDIT
EXPOSURE EXCEEDING SUCH LENDER'S COMMITMENT OR (B) THE AGGREGATE CREDIT EXPOSURE
EXCEEDING THE AGGREGATE COMMITMENT.
WITHIN THE FOREGOING LIMITS AND SUBJECT TO
THE TERMS AND CONDITIONS SET FORTH HEREIN, THE BORROWER MAY BORROW, PREPAY AND
REBORROW LOANS.
SECTION 2.02.
TERMINATION AND REDUCTION OF THE AGGREGATE COMMITMENT.
(A)
UNLESS PREVIOUSLY TERMINATED, THE AGGREGATE COMMITMENT SHALL
TERMINATE ON THE MATURITY DATE.
(B)
THE BORROWER MAY AT ANY TIME TERMINATE, OR FROM TIME TO TIME
REDUCE, THE AGGREGATE COMMITMENT; PROVIDED THAT (I) EACH REDUCTION OF THE
AGGREGATE COMMITMENT SHALL BE IN AN AMOUNT THAT IS AN INTEGRAL MULTIPLE OF
$5,000,000 AND NOT LESS THAN $10,000,000 AND (II) THE BORROWER SHALL NOT
TERMINATE OR REDUCE THE AGGREGATE COMMITMENT IF, AFTER GIVING EFFECT TO ANY
CONCURRENT PREPAYMENT OF THE LOANS IN ACCORDANCE WITH SECTION 2.11 AND SECTION
2.12, THE AGGREGATE CREDIT EXPOSURE WOULD EXCEED THE AGGREGATE COMMITMENT.
(C)
THE BORROWER SHALL NOTIFY THE ADMINISTRATIVE AGENT OF ANY ELECTION
TO TERMINATE OR REDUCE THE AGGREGATE COMMITMENT UNDER PARAGRAPH (B) OF THIS
SECTION AT LEAST THREE BUSINESS DAYS PRIOR TO THE EFFECTIVE DATE OF SUCH
TERMINATION OR REDUCTION, SPECIFYING SUCH ELECTION AND THE EFFECTIVE DATE
THEREOF.
PROMPTLY FOLLOWING RECEIPT