SECOND WAIVER AND CONSENT TO CREDIT AGREEMENT

the failure to maintain a Designated Hedge Agreement to provide commodity price support in respect of at least 30% of the anticipated oil production volumes attributable to Proved Developed Producing Reserves, in breach of Section 7.14(a) (Hydrocarbon Hedge Agreement) of the Credit Agreement;

payments by the Borrowers to the Parent and its Affiliates for certain field technical services and general and administrative services in breach of Section 8.6 (Restricted Payments) of the Credit Agreement;

the Current Ratio falling below 1.10 to 1.00 on each of December 31, 2015, March 31, 2016, June 30, 2016 and September 30, 2016, in breach of Section 8.16(a) (Financial Covenants) of the Credit Agreement;

the existence of a Borrowing Base Deficiency in an amount of $25,132,527.40 as of the date of this Agreement; and

a default under the Albanian Facility due to deferred payment of the term loan installment due on December 31, 2015 and failure to execute an agreement with Albpetrol Sh. A to postpone certain capital expenditures, and consequent cross-default under Section 9.1(e) (Cross-Default) of the Credit Agreement.

on or before December 31, 2015, the Borrowers may transfer to the Parent an aggregate amount of up to $1,680,000 to pay for general and administrative costs relating to the Borrowers;

before December 31, 2015, the Borrowers may withdraw an aggregate amount of up to $3,500,000 to pay for certain projected expenditure items under the most recently delivered Banking Case as of the date of the First Waiver;

for each of January, February and March 2016, the Borrowers may withdraw an aggregate amount of up to $3,500,000 per calendar month to pay for certain projected expenditure items under the most recently delivered Banking Case as of the date of the First Waiver;

for each calendar month during the Waiver Period, the Borrowers may withdraw an aggregate amount not exceeding the Monthly Withdrawal Limit in any calendar month to pay for certain projected expenditure items specified in the most recently delivered Banking Case as of the date of this Agreement; 

for each calendar month during the Waiver Period, the Borrowers may transfer to the Parent an aggregate amount of up to $540,000 per calendar month to pay for the Parent’s general and administrative costs relating to the Borrowers for such month (but without duplicating any general and administrative costs in Section 2.2(f) below); provided that (x) any such general and administrative costs exceeding $540,000 for any month shall not be carried over to the next month but shall be funded entirely by the shareholders of the Parent by way of capital contributions or shareholder loans, and no Obligor or any of its Subsidiaries shall facilitate the payment of any such excess (whether by Restricted Payments or otherwise), and (y) such transfer would not cause the Monthly Withdrawal Limit to be exceeded in any calendar month;

during the Waiver Period, the Borrowers may transfer to the Parent an aggregate amount of up to $1,000,000 to pay for the Parent’s general and administrative costs directly related to transactions to raise Disposal Proceeds or Funding Proceeds; provided that at the time such transfer is to be made (x) all expenses then due and payable in connection with maintaining the Borrowing Base Assets have first been paid in full, and (y) such transfer would not cause the Monthly Withdrawal Limit to be exceeded in any calendar month, and

each Borrower shall not (and shall procure that its Subsidiaries do not) make, or permit  to be made, any similar or equivalent payments to the Parent or its Affiliates for field technical services and administrative services;

by the Waiver Termination Date, the Obligors shall ensure that the Borrowing Base Deficiency is cured;

during the Waiver Period, interest on the amount of the Borrowing Base Deficiency shall be calculated using an Applicable Margin of 7.00% per annum and, for the avoidance of doubt, shall be due and payable in cash only (and may not be paid in kind through accretion to principal);

by May 15, 2016, the Petrogas directors whose terms have currently expired shall be replaced with new directors and the new Petrogas directors shall pass a resolution approving the Turkish Share Pledge;

within two (2) Business Days after receipt of any Disposal Proceeds by any Obligor (or any of its Subsidiaries), such Obligor shall (or shall cause its Subsidiary to) apply all such Disposal Proceeds to prepay the Loans then outstanding, and no Disposal Proceeds shall be used for any purpose other than to prepay the Loans then outstanding; provided that no such prepayment shall be required if the Borrowing Base Deficiency has been cured and all Lenders are satisfied in their sole and absolute discretion that, after using such Disposal Proceeds for other purposes, the Borrowers will still have sufficient funds to pay in full the Obligations when due in accordance with their terms;

within two (2) Business Days after receipt of any Funding Proceeds by any Obligor (or any of its Subsidiaries), such Obligor shall (or shall cause its Subsidiary to) apply all such Funding Proceeds to prepay the Loans then outstanding, and no Funding Proceeds shall be used for any purpose other than to prepay the Loans then outstanding; provided that no such prepayment shall be required if the Borrowing Base Deficiency has been cured and all Lenders are satisfied in their sole and absolute discretion that, after using such Funding Proceeds for other purposes, the Borrowers will still have sufficient funds to pay in full the Obligations when due in accordance with their terms, in which case such Funding Proceeds may be used by such Obligor (or any of its Subsidiaries) to pay interest and/or repay principal in respect of any of its other third-party debt facilities (but not shareholder loans); 

by May 15, 2016, the relevant Obligor(s) shall (or shall cause its Subsidiaries to) enter into a TBNG Disposal Agreement; provided that if an independent buyer has not been identified by May 15, 2016, the Parent shall, within five (5) Business Days thereafter (or such longer period as the Lenders may agree to in writing), at its own expense appoint an M&A advisor reasonably satisfactory to the Lenders to expedite a TBNG Disposal and to advise on the feasibility of other strategies and Disposals to raise sufficient funds to prepay the Loans then outstanding;

the relevant Obligor(s) shall (or shall cause its Subsidiaries to):

on the Waiver Date, commence drafting negotiations in respect of the TBNG Security Documents with the Collateral Agent and its legal counsel;

by May 31, 2016, execute the TBNG Security Documents;

by June 30, 2016, ensure that the Security Interests created pursuant to the TBNG Security Documents are duly perfected in accordance with Applicable Law (including obtaining all approvals required by EMRA, GDPA and all other Governmental Authorities); and

promptly pay all documented costs and expenses (including legal fees) incurred by the Agent and the Lenders in connection with the drafting, negotiation and execution of the TBNG Security Documents and the perfection of the Security Interests created pursuant thereto;

upon the earlier of (a) the TBNG Facility being repaid in full and (b) June 30, 2016, the relevant Obligor(s) shall (or shall cause its Subsidiaries to) cause TBNG to execute the TBNG Receivables Assignment and deliver a receivables payment instruction letter instructing each offtaker to make TBNG’s share of payments due under each offtake contract (but for the avoidance of doubt, excluding any share of payments belonging to any of TBNG’s joint venture partners) into a Local Collection Account designated by the Collateral Agent; provided that if a TBNG Disposal Agreement is entered into during the Waiver Period, the Collateral Agent shall release the Security Interests created pursuant to the TBNG Receivables Assignment in order to permit closing to occur thereunder;

within fourteen (14) days of the Waiver Date, the hedge counterparty under each Hedge Agreement to which a Borrower (or any of its Subsidiaries) is a party shall be instructed to pay all amounts due to the Borrower (or such Subsidiary) to the Agent (such instruction not to be revoked without the prior written consent of all Lenders), and the Agent may apply all amounts so received to pay interest (including any stepped-up interest and default interest) on the Loans then outstanding, then to prepay the Loans then outstanding or to cure any Borrowing Base Deficiency then in effect; provided that no such Hedge Agreement shall be closed out, netted, replaced or terminated (whether directly or indirectly) at any time before the aggregate outstanding principal amount of the Loans plus the LC Outstandings (if any) after such transaction is less than $10,000,000; 

by the last day of each calendar month during the Waiver Period, the Borrowers shall apply an amount of not less than $850,000 to pay interest (including any stepped-up interest and default interest) on the Loans then outstanding, then to prepay the Loans then outstanding to cure any Borrowing Base Deficiency then in effect (it being acknowledged that such $850,000 shall include all amounts applied by the Agent pursuant to Section 2.3‎(j)) above); provided that if such prepayment would fall on a day that is not a Business Day, such prepayment shall instead occur on the next Business Day;

except as stated in Section 2.2 (Conditional Consent) above and Section 4.1(b) (Conditions Precedent) below and, no other transfers or withdrawals shall be permitted from any Collection Account without the prior written consent of all Lenders;  

by December 31, 2016, the Parent shall ensure that it has a cash reserve in an amount of not less than $8,000,0000, which amount shall be used solely to fund its general and administrative costs relating to the Borrowers for 2017;

on a weekly basis, the Borrowers shall deliver to the Agent (with sufficient copies for the Lenders) each of the following in form and substance satisfactory to the Lenders:

a report containing sufficient details on the status and progress made with respect to an Albanian Transaction, a Selmo Farm-out, a TBNG Disposal, each other Disposal and all transactions directly related to raising Funding Proceeds involving any Obligor or any of such Obligor’s Subsidiaries; and

a 3-month forward looking weekly liquidity analysis of the Parent and its Subsidiaries in substantially the form required by the Lenders from time to time, and the Parent shall ensure that there are sufficient cash reserves to meet the funding needs of the Parent and its Subsidiaries as shown in such liquidity analysis;

all payments required to be made by the Parent in respect of the Convertible Notes prior to the holders thereof converting their debt interests into Equity Interests in the Parent and relinquishing their debt claims shall be funded entirely by the shareholders of the Parent by way of capital contributions or shareholder loans, and no Obligor or any of its Subsidiaries shall facilitate such payments (whether by Restricted Payments or otherwise); and

by September 30, 2016, all holders of the Convertible Notes shall have either (i) converted their debt interests under the Convertible Notes into Equity Interests in the Parent and shall have relinquished their debt claims as holders of the Convertible Notes, or (ii) agreed to extend the maturity of the Convertible Notes to April 1, 2019 (or later) on terms substantially identical to those applicable to the Convertible Notes on the date of this Agreement, and provided that all payments required to be made by the Parent in respect of the Convertible Notes (as extended) prior to the holders thereof converting their debt interests into Equity Interests in the Parent and relinquishing their debt claims shall be funded entirely by the shareholders of the Parent by way of capital contributions or shareholder loans, and no Obligor or any of its Subsidiaries shall facilitate such payments (whether by Restricted Payments or otherwise). 

the Tranche A Commitment of BNP Paribas shall be permanently reduced from $18,462,000 to $15,243,652.08;

the Tranche B Commitment of IFC shall be permanently reduced from $18,462,000 to $15,243,652.08;

if a Borrower repays or prepays any portion of the Loans then outstanding, each Lender’s Commitment shall further be automatically and permanently reduced by the amount of such repayment or prepayment it receives; and

any portion of the Loans repaid or prepaid by a Borrower may not subsequently be re-borrowed, and no Borrower may submit a new Notice of Borrowing or new LC Application.

this Agreement shall have been executed by all Obligors and the Lenders and counterparts hereof as so executed shall have been delivered to the Agent;

an amount of $4,000,000 shall have been withdrawn from the Collection Accounts and applied to prepay the Loans then outstanding; and

the Borrowers shall have paid all outstanding documented costs and expenses (including invoiced legal fees and a waiver fee in the amount of $50,000 payable to each Lender) of the Agent and the Lenders; and

the Borrowers shall deposit with Herguner Bilgen & Ozeke, Turkish legal counsel to the Lenders, an amount of $13,500 to partially cover the Lenders’ legal fees and expenses in connection with the drafting, negotiation and execution of the TBNG Security Documents, the TBNG Receivables Assignment and the perfection of the Security Interests created pursuant thereto.  

it is duly organized, validly existing and in good standing (if such concept exists under the laws of its jurisdiction of organization) under the laws of its jurisdiction of organization;  

the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby (i) are within its corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not contravene its constitutional documents or any Applicable Law or any of its Contractual Obligations, and (iv) will not result in the creation or imposition of any Lien prohibited by the Credit Agreement;

no consent, order, authorization, or approval or other action by, and no notice to or filing with, any Governmental Authority or any other Person is required for its due execution and delivery of this Agreement, the performance of its obligations hereunder or the consummation of the transactions contemplated hereby;

it has duly executed and delivered this Agreement, and upon satisfaction of the conditions set forth in Section 3.1 above, this Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors’ rights generally and by general principles of equity;

no Obligor has guaranteed or granted any collateral to secure the obligations of Stream Oil & Gas Ltd. as borrower under the Albanian Facility, nor will any Obligor do so without the prior written consent of all Lenders;

if any payment in respect of the Convertible Notes is funded by way of a shareholder loan, the Parent shall ensure that no payment (whether of principal, interest or otherwise) in the form of cash or cash equivalents is made in respect of such shareholder loan until all Commitments have been terminated and all Obligations have been paid in full when due in accordance with their terms; provided that the Parent shall be entitled to make payment in kind by issuing additional equity in the Parent to the shareholder who advanced such shareholder loan;

after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement; and

to the extent not already made above, each of the other representations and warranties set forth in Article 6 of the Credit Agreement is true and correct in all material respects as of the date hereof, (unless stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date).