BORROWING BASE REDETERMINATION

Section 3.     Conditions Precedent.  This Redetermination shall become effective on the date when each of the following conditions are satisfied or waived in accordance with Section 12.02 of the Credit Agreement (such date, the “Redetermination Effective Date”):

3.4     The Borrower shall have accepted, in writing, and complied with the terms and conditions, of a fee letter dated the date hereof from the Administrative Agent to Borrower (the “Fee Letter”) pursuant to which the Borrower agrees to pay, or cause to be paid, to the Administrative Agent, for the account of the Lenders, certain fees and expenses in connection with the increase of the Borrowing Base.

                  The Administrative Agent is hereby authorized and directed to declare this Redetermination to be effective (and the Redetermination Effective Date shall occur) when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 3 or the waiver of such conditions as permitted in Section 12.02 of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

4.2     Ratification and Affirmation; Representations and Warranties.  Each Obligor hereby (a) acknowledges the terms of this Redetermination; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby; and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Redetermination: (i) each of the representations and warranties made by the Borrower under the Credit Agreement and each other Loan Document is true and correct on and as of the actual date of execution of this Redetermination by the Borrower, as if made on and as of such date, except for any representations and warranties made as of a specified date, which are true and correct as of such specified date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

4.3     Counterparts.  This Redetermination may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Redetermination by telecopy, facsimile or other similar electronic means shall be effective as delivery of a manually executed counterpart of this Redetermination.

4.4     No Oral Agreement.  This Redetermination, the Credit Agreement and the other Loan Documents executed in connection herewith and therewith represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or unwritten oral agreements of the parties. There are no subsequent oral agreements between the parties.

4.5     GOVERNING LAW.  THIS REDETERMINATION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

4.6     Successors and Assigns.  This Redetermination shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.