MORTGAGES ARE REQUIRED PURSUANT TO
SECTION 6.16(C), DELIVER TO THE ADMINISTRATIVE AGENT SUCH REPORTS, OPINIONS OF
COUNSEL (WHICH OPINIONS ARE NOT REQUIRED TO BE ADDRESSED TO THE ADMINISTRATIVE
AGENT) AND OTHER EVIDENCE OF TITLE AS THE ADMINISTRATIVE AGENT SHALL DEEM
REASONABLY NECESSARY OR APPROPRIATE TO VERIFY (A) CLEAR AND VALID TITLE (EXCEPT
FOR SUCH DEFECTS IN TITLE AS COULD NOT, INDIVIDUALLY OR IN THE AGGREGATE,
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT) OF THE BORROWER AND
ITS RESTRICTED SUBSIDIARIES TO NOT LESS THAN EIGHTY PERCENT (80%) OF THE
ENGINEERED VALUE OF THE BORROWING BASE PROPERTIES THAT ARE REQUIRED TO BE
SUBJECT TO A MORTGAGE PURSUANT TO SECTION 6.16(C) AND AT LEAST THE WORKING
INTEREST AND NET REVENUE INTEREST IN SUCH OIL AND GAS PROPERTIES SET FORTH IN
THE MOST RECENT ENGINEERING REPORT AND (B) THE VALIDITY, PERFECTION AND PRIORITY
OF THE LIENS CREATED BY THE MORTGAGES AND SECURITY INSTRUMENTS AND SUCH OTHER
MATTERS REGARDING SUCH MORTGAGES AS ADMINISTRATIVE AGENT SHALL REASONABLY
REQUEST, EXCEPT THAT OPINIONS OF COUNSEL REGARDING PRIORITY OF THE LIENS SHALL
NOT BE REQUIRED.
1.4
MORTGAGED PROPERTIES.
SECTION 6.16(C) OF THE CREDIT AGREEMENT
SHALL BE AND IT HEREBY IS AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
(C)
THE BORROWER SHALL, AND SHALL CAUSE EACH OF ITS RESTRICTED
SUBSIDIARIES TO TAKE SUCH ACTIONS AND EXECUTE AND DELIVER SUCH DOCUMENTS AND
INSTRUMENTS AS ADMINISTRATIVE AGENT SHALL REASONABLY REQUIRE TO ENSURE THAT THE
ADMINISTRATIVE AGENT SHALL, AT ALL TIMES, HAVE RECEIVED CURRENTLY EFFECTIVE,
DULY EXECUTED MORTGAGES AS MAY BE NECESSARY OR, IN THE REASONABLE OPINION OF
ADMINISTRATIVE AGENT, DESIRABLE TO EFFECTIVELY CREATE A VALID, PERFECTED AND
FIRST PRIORITY LIEN (SUBJECT ONLY TO LIENS PERMITTED UNDER SECTION 7.01) AGAINST
BORROWING BASE PROPERTIES SUFFICIENT TO PROVIDE A COLLATERAL COVERAGE RATIO OF
AT LEAST 1.75 TO 1.00, IN WHICH EVENT NEITHER THE BORROWER NOR ANY OF ITS
RESTRICTED SUBSIDIARIES SHALL HAVE ANY OBLIGATION TO EXECUTE OR DELIVER ANY
MORTGAGES, DOCUMENTS AND/OR INSTRUMENTS PURSUANT TO THIS SECTION 6.16(C).
1.5
LIMITATION ON SALE/LEASEBACKS.
SECTION 7.13 OF THE CREDIT
AGREEMENT SHALL BE AND IT HEREBY IS AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:
7.13
LIMITATION ON SALE/LEASEBACKS.
ENTER INTO ANY ARRANGEMENT, DIRECTLY
OR INDIRECTLY, WITH ANY PERSON WHEREBY THE BORROWER OR SUCH RESTRICTED
SUBSIDIARY SHALL SELL OR TRANSFER ANY OIL AND GAS PROPERTIES OR ANY MIDSTREAM
ASSETS OR PROPERTIES, WITH THE INTENT TO LEASE SUCH ASSET OR PROPERTY AS LESSEE.
SECTION 2.
REAFFIRMATION OF BORROWING BASE.
THIS AMENDMENT SHALL CONSTITUTE A
NOTICE OF REAFFIRMATION OF THE BORROWING BASE PURSUANT TO SECTION 3.04 OF THE
CREDIT AGREEMENT AND THE ADMINISTRATIVE AGENT HEREBY NOTIFIES THE BORROWER THAT,
AS OF THE TWELFTH AMENDMENT EFFECTIVE DATE, THE BORROWING BASE SHALL CONTINUE TO
BE $3,000,000,000 UNTIL THE EARLIER OF (A) THE NEXT REDETERMINATION OF THE
BORROWING BASE PURSUANT TO ARTICLE III OF THE CREDIT AGREEMENT AND (B) THE DATE
THE BORROWING BASE IS OTHERWISE ADJUSTED PURSUANT TO THE TERMS OF THE CREDIT
AGREEMENT.
THE BORROWER AND THE REQUIRED LENDERS AGREE THAT THE REAFFIRMATION
OF THE BORROWING BASE