CHIEF
FINANCIAL OFFICER IN THE FORM OF EXHIBIT B-1 AND OF PETROLEUM ENGINEERS'S CHIEF
FINANCIAL OFFICER IN THE FORM OF EXHIBIT B-2 AS REQUIRED BY SECTION 6.1(B) OF
THE CREDIT AGREEMENT.
(K)
PAYMENT OF THE FEE DESCRIBED IN PARAGRAPH 13.
(L)
SUCH OTHER MATTERS AS THE LENDER MAY REQUIRE.
15.
REPRESENTATIONS AND WARRANTIES.
THE BORROWER HEREBY REPRESENTS
AND WARRANTS TO THE LENDER AS FOLLOWS:
(A)
THE BORROWER HAS ALL REQUISITE POWER AND AUTHORITY TO EXECUTE THIS
AMENDMENT AND ANY OTHER AGREEMENTS OR INSTRUMENTS REQUIRED HEREUNDER AND TO
PERFORM ALL OF ITS OBLIGATIONS HEREUNDER AND THEREUNDER, AND THIS AMENDMENT AND
ALL SUCH OTHER AGREEMENTS AND INSTRUMENTS HAVE BEEN DULY EXECUTED AND DELIVERED
BY THE BORROWER AND CONSTITUTE THE LEGAL, VALID AND BINDING OBLIGATION OF THE
BORROWER, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS.
(B)
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE BORROWER OF THIS
AMENDMENT AND ANY OTHER AGREEMENTS OR INSTRUMENTS REQUIRED HEREUNDER HAVE BEEN
DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION AND DO NOT (I) REQUIRE ANY
AUTHORIZATION, CONSENT OR APPROVAL BY ANY GOVERNMENTAL DEPARTMENT, COMMISSION,
BOARD, BUREAU, AGENCY OR INSTRUMENTALITY, DOMESTIC OR FOREIGN, (II) VIOLATE ANY
PROVISION OF ANY LAW, RULE OR REGULATION OR OF ANY ORDER, WRIT, INJUNCTION OR
DECREE PRESENTLY IN EFFECT, HAVING APPLICABILITY TO THE BORROWER, OR THE
ARTICLES OF INCORPORATION OR BY-LAWS OF THE BORROWER, OR (III) RESULT IN A
BREACH OF OR CONSTITUTE A DEFAULT UNDER ANY INDENTURE OR LOAN OR CREDIT
AGREEMENT OR ANY OTHER AGREEMENT, LEASE OR
12
INSTRUMENT TO WHICH THE BORROWER IS A PARTY OR BY WHICH IT OR ITS PROPERTIES MAY
BE BOUND OR AFFECTED.
(C)
ALL OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V
OF THE CREDIT AGREEMENT ARE CORRECT ON AND AS OF THE DATE HEREOF AS THOUGH MADE
ON AND AS OF SUCH DATE, EXCEPT TO THE EXTENT THAT SUCH REPRESENTATIONS AND
WARRANTIES RELATE SOLELY TO AN EARLIER DATE.
16.
REFERENCES.
ALL REFERENCES IN THE CREDIT AGREEMENT TO "THIS
AGREEMENT" SHALL BE DEEMED TO REFER TO THE CREDIT AGREEMENT AS AMENDED HEREBY;
AND ANY AND ALL REFERENCES IN THE SECURITY DOCUMENTS TO THE CREDIT AGREEMENT
SHALL BE DEEMED TO REFER TO THE CREDIT AGREEMENT AS AMENDED HEREBY.
17.
NO WAIVER.
THE EXECUTION OF THIS AMENDMENT AND THE ACCEPTANCE OF
ALL OTHER AGREEMENTS AND INSTRUMENTS RELATED HERETO SHALL NOT BE DEEMED TO BE A
WAIVER OF ANY DEFAULT OR EVENT OF DEFAULT UNDER THE CREDIT AGREEMENT OR A WAIVER
OF ANY BREACH, DEFAULT OR EVENT OF DEFAULT UNDER ANY SECURITY DOCUMENT OR OTHER
DOCUMENT HELD BY THE LENDER, WHETHER OR NOT KNOWN TO THE LENDER AND WHETHER OR
NOT EXISTING ON THE DATE OF THIS AMENDMENT.
18.
RELEASE.
THE BORROWER, AND EACH GUARANTOR BY SIGNING THE
ACKNOWLEDGMENT AND AGREEMENT OF GUARANTOR SET FORTH BELOW, AND EACH SUBORDINATED
CREDITOR BY SIGNING THE ACKNOWLEDGMENT AND AGREEMENT OF SUBORDINATED CREDITORS
SET FORTH BELOW, EACH HEREBY ABSOLUTELY AND UNCONDITIONALLY RELEASES AND FOREVER
DISCHARGES THE LENDER, AND ANY AND ALL PARTICIPANTS, PARENT ENTITIES, SUBSIDIARY
ENTITIES, AFFILIATED ENTITIES, INSURERS, INDEMNITORS, SUCCESSORS AND