Amendment to Section 2.07 of the Credit Agreement

Amendment to Section 2.07 of the Credit Agreement. Section 2.07(e) of the Credit Agreement is hereby amended and restated in its entirety to read in full as follows: (e) Reduction in Borrowing Base Upon Issuance of Senior Notes. In addition to the other redeterminations of the Borrowing Base provided for herein, and notwithstanding anything to the contrary set forth herein, upon the issuance of any Senior Notes permitted by Section 9.02(e), the Borrowing Base then in effect shall be automatically reduced by an amount equal to the product of... 0.25 multiplied by the stated principal amount of such Senior Notes (without regard to any initial issue discount), and, in each case, the Borrowing Base as so reduced shall become the new Borrowing Base immediately upon the date of such issuance, effective and applicable to the Borrower, the Administrative Agent, the Issuing Bank, and the Lenders on such date until the next redetermination or modification of the Borrowing Base pursuant to this Agreement; provided, that, notwithstanding the foregoing to the contrary, no such automatic reduction of the Borrowing Base shall occur with respect to (i) any Senior Notes issued by the Borrower or any Restricted Subsidiary on or after the Effective Date but prior to the Initial Redetermination Date, it being understood that any Senior Notes Debt incurred by the Borrower or any Restricted Subsidiary as a result of any such issuance of Senior Notes shall be considered by the Lenders as part of the Scheduled Redetermination to occur on the Initial Redetermination Date or (ii) any Senior Notes in an aggregate principal amount up to $400,000,000 issued by the Borrower or any Restricted Subsidiary on or after the Third Amendment Effective Date and before the date that the Scheduled Redetermination originally scheduled for on or about April 1, 2015 as postponed to on or about May 1, 2015 pursuant to the Third Amendment (the "Spring 2015 Redetermination") becomes effective so long as the Spring 2015 Redetermination becomes effective on or prior to May 1, 2015, it being understood that (A) any Senior Notes Debt incurred by the Borrower or any Restricted Subsidiary as a result of any such Page 2 issuance of Senior Notes shall be considered by the Lenders as part of the Spring 2015 Redetermination and (B) if such Senior Notes are issued and the Spring 2015 Redetermination has not become effective on or prior to May 1, 2015, the automatic reduction of the Borrowing Base contemplated by this Section 2.07(e) shall occur on May 2, 2015. View More