Common use of Borrowing Base Determination Clause in Contracts

Borrowing Base Determination. (i) No later than the last day of each calendar month, the Administrative Borrower shall provide a Borrowing Base Certificate as of the last day of the prior month executed by a Responsible Officer of the Administrative Borrower; provided that (i) satisfaction of Mortgage Requirements with respect to Borrowing Base Assets included in such Borrowing Base Certificate shall be determined as of the date of such Borrowing Base Certificate and not as of the last day of the prior month and (ii) such Borrowing Base Certificate shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from the Borrowing Base pursuant to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after the last day of the prior month. In addition, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate executed by a Responsible Officer of the Administrative Borrower within five Business Days of such impairment calculation giving effect to such impairment calculation. (ii) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; (iii) The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Default, at the Borrowers’ sole cost and expense) make physical verifications of the Borrowing Base Assets in any manner and through any medium that the Administrative Agent considers advisable, and the Administrative Borrower shall furnish all such assistance and information as the Administrative Agent may require in connection therewith.

Borrowing Base Determination. (i) No later than Notwithstanding the last day following provisions of each calendar monththis Section, the Administrative Borrower shall provide a Borrowing Base Certificate as of the last day of the prior month executed by a Responsible Officer of the Administrative Borrower; provided that (i) satisfaction of Mortgage Requirements with respect to Borrowing Base Assets included in such Borrowing Base Certificate shall be determined as of set forth on Schedule 2.06 attached hereto, as further reduced from time to time by the mandatory prepayments made pursuant to Section 2.08 hereof, from the date of such Borrowing Base Certificate and not as of Closing until the last day of the prior month and earlier of: (iia) such Borrowing Base Certificate shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from the Borrowing Base pursuant to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(iiOctober 1, 2000, (b) after the last day of the prior month. In addition, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate executed by a Responsible Officer of the Administrative Borrower within five Business Days of such impairment calculation giving effect to such impairment calculation. (ii) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; (iii) The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost or (c) any unscheduled Borrowing Base redetermination initiated by the Agent and expense approved by the Required Banks based on a substantive, adverse change in economic conditions generally applicable to independent producers operating in, and/or oil and with 14 days’ prior written notice gas properties located in, the Texas/Louisiana Gulf Coast and/or the Gulf of Mexico Outer Continental Shelf. Thereafter, the Borrowing Base shall be determined pursuant to the Administrative following provisions of this Section. On or before September 1, 2000, the Borrower andshall furnish to the Agent information sufficient to update to an effective date of June 1, after 2000, the most recent petroleum engineering reports provided to the Agent prior to Closing relative to the Proved Reserves attributable to the Borrowing Base Oil and during Gas Properties. Upon receipt of such report, the continuance Agent shall, in the normal course of an Event of Default, at the Borrowers’ sole cost and expense) business make physical verifications a determination of the Borrowing Base Assets in any manner and through any medium that the Administrative Monthly Borrowing Base Reduction which shall become effective upon approval by the Required Banks and subsequent written notification from the Agent considers advisableto the Borrower, and which, subject to the Administrative other provisions of this Agreement, shall be the basis on which the Borrowing Base shall thereafter be calculated until the effective date of the next redetermination of the Borrowing Base and the Monthly Borrowing Base Reduction as set forth in this Section. Thereafter, on or before each April 1 and October 1 until the Facility Termination Date, beginning April 1, 2001, the Borrower shall furnish all to the Agent a report, in form and substance satisfactory to the Agent, which report shall set forth, as of each preceding January 1 or July 1, as applicable, the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties. Each report to be provided on or before each April 1 shall be a complete report relating to the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties prepared by an independent petroleum engineer or firm of engineers reasonably satisfactory to the Agent. Each report to be provided on or before each October 1 shall simply update the previous complete report, and may be prepared by the Borrower's own engineers and shall be certified by the President or Chief Financial Officer of the Borrower. Upon receipt of each such assistance report, the Agent shall, in the normal course of business, make a determination of the Borrowing Base and information as the Administrative Agent may require in connection therewith.Monthly Borrowing Base Reduction which shall become effective upon approval by the Required Banks

Borrowing Base Determination. (ia) No later than The Borrowing Base in effect as of the last Closing Date is $7,200,000 relative to the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties and the Monthly Borrowing Base Reduction is $0.00. The Borrowing Base shall be automatically reduced on the first day of each calendar monthmonth by the Monthly Borrowing Base Reduction beginning November 1, 2011. The Borrowing Base and the Monthly Borrowing Base Reduction shall be re-determined from time to time pursuant to the provisions of this Section. (b) As soon as available but in any event on or before each April 1 and October 1, beginning with October 1, 2011, until the Maturity Date, Borrowers shall furnish to Administrative Agent a Reserve Report, which shall set out, as of each preceding January 1 or July 1, as applicable, the Administrative Borrower shall provide a Proved Reserves attributable to the Borrowing Base Certificate as of the last day of the prior month executed Oil and Gas Properties. Each October Reserve Report may be prepared by Borrowers’ chief petroleum engineer and shall be certified by a Responsible Officer of Borrowers. Each April Reserve Report shall be a complete report prepared by independent petroleum engineers or firm of engineers reasonably acceptable to Administrative Agent relating to the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties. Upon receipt of each such Reserve Report or any Reserve Report delivered pursuant to Borrowers’ election under Section 2.04(c) below, Administrative Agent shall make a determination in its sole discretion of the Borrowing Base and the Monthly Borrowing Base Reduction which shall become effective upon approval by the Required Banks (if such determination will decrease the existing Borrowing Base) or all Banks (if such determination will increase or maintain the existing Borrowing Base) and subsequent written notification from Administrative Agent to Borrowers, and which, subject to the other provisions of this Agreement, shall be the Borrowing Base and the Monthly Borrowing Base Reduction until the effective date of the next redetermination of the Borrowing Base and the Monthly Borrowing Base Reduction as set out in this Section 2.04. A Bank’s failure to disapprove of Administrative Agent’s determination within fifteen (15) days by delivery of an alternative proposed Borrowing Base and Monthly Borrowing Base Reduction shall be deemed such Bank’s approval of Administrative Agent’s determination. For any Oil and Gas Properties which are being acquired by Loan Parties to be included as Borrowing Base Oil and Gas Properties, Administrative Agent shall be satisfied in its reasonable discretion that Borrowers are acquiring Marketable Title in addition to satisfying all other conditions relating to ownership and transfer of Borrowing Base Oil and Gas Properties. Administrative Agent may, subject to approval of the Required Banks, and must, upon the request of the Required Banks, redetermine the Borrowing Base and the Monthly Borrowing Base Reduction at any time, and from time to time, which redetermination shall be at Administrative Agent’s sole discretion and shall become effective upon approval by the Required Bank (if such determination will decrease the existing Borrowing Base) or all Banks (if such determination will increase or maintain the existing Borrowing Base) and subsequent written notification from Administrative Agent to Borrowers and which, subject to the other provisions of this Agreement, shall be the Borrowing Base and the Monthly Borrowing Base Reduction until the effective date of the next redetermination of the Borrowing Base and the Monthly Borrowing Base Reduction, as set out in this Section 2.04; provided that Administrative Agent shall not request more than one (1) unscheduled Borrowing Base and the Monthly Borrowing Base Reduction redetermination between the scheduled redetermination dates and, provided further, that a Bank’s failure to disapprove of Administrative Agent’s determination within fifteen (15) days by delivery of an alternative proposed Borrowing Base and Monthly Borrowing Base Reduction shall be deemed such Bank’s approval of Administrative Agent’s determination. With respect to any unscheduled Borrowing Base and Monthly Borrowing Base Reduction redetermination, Administrative Agent may request in writing that the Borrowers provide a Reserve Report regarding the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties with an effective date not more than ninety (90) days prior to Borrowers’ delivery of such Reserve Report to Administrative Agent, and such Reserve Report shall be delivered to Administrative Agent within ninety (90) days after Borrowers’ receipt of such written request. (c) Borrowers shall have the right to request, by written notice to Administrative Agent, one unscheduled redetermination of the Borrowing Base and the Monthly Borrowing Base Reduction between the scheduled redetermination dates described in Section 2.04(b). For unscheduled redeterminations requested by Borrowers of the Borrowing Base and the Monthly Borrowing Base Reduction, Administrative Agent shall request in writing that Borrowers provide an unscheduled Reserve Report regarding the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties with an effective date not more than ninety days prior to Borrowers’ delivery of such Reserve Report to Administrative Agent, and such Reserve Report shall be delivered to Administrative Agent within thirty days after Borrower’s receipt of such written request. Immediately upon redetermination of the Borrowing Base by Administrative Agent under Section 2.04, Borrowers shall pay to Administrative Agent an engineering fee as set forth in Section 2.08(c). (d) If at any time the Required Banks or all the Banks, as the case may be, cannot otherwise agree on a redetermination of the Borrowing Base, then the Borrowing Base shall be set (i) on the basis of the lowest Borrowing Base approved by a Bank and communicated to Administrative Agent in writing if such lowest approved Borrowing Base increases the Borrowing Base; or (ii) on the basis of the highest approved Borrowing Base acceptable to a sufficient number of Banks to constitute Required Banks without increasing the Borrowing Base, as applicable. If the Borrowing Base is set based on the lowest approved Borrowing Base, such redetermination shall be deemed to be approved by all of the Banks, and if the Borrowing Base is set based on the highest approved Borrowing Base acceptable to a sufficient number of Banks to constitute Required Banks, such redetermination shall be deemed to be approved by the Required Banks. However, the amount of the Borrowing Base shall never be (y) increased or reaffirmed at any time without the unanimous consent or deemed consent of the Banks or (z) increased above the Administrative Borrower; provided Agent’s proposed Borrowing Base, notwithstanding anything in this Agreement to the contrary. Determinations of the Borrowing Base shall be conclusive as to the Banks and the Borrowers. There is no duty, implied or explicit, of the Banks ever to increase the Borrowing Base. (e) The Borrowing Base determined in accordance with this Section 2.04 based on the Administrative Agent’s and the Banks’ customary lending practices shall represent the maximum Loan amount that may be supported by the Borrowing Base Oil and Gas Properties, and the Borrowers acknowledge, for purposes of this Agreement, same. In exercising their discretion in redetermination of the Borrowing Base and the Monthly Borrowing Base Reduction, the Administrative Agent and the other Banks shall consistently apply the parameters and other credit factors then generally being utilized by the Administrative Agent and each such Bank, respectively, for Borrowing Base redeterminations at the time for other similarly situated borrowers based, in part, upon the Reserve Report with respect to the Borrowing Base Oil and Gas Properties. The Borrowers, the Banks and the Administrative Agent acknowledge that (i) satisfaction due to the uncertainties of Mortgage Requirements with respect to the oil and gas extraction process, the Borrowing Base Assets included Oil and Gas Properties are not subject to evaluation with a high degree of accuracy and are subject to potential rapid deterioration in such Borrowing Base Certificate shall be determined as of the date of such Borrowing Base Certificate and not as of the last day of the prior month value, and (ii) such for this reason and the difficulties and expenses involved in liquidating and collecting against the Borrowing Base Certificate shall give pro forma effect Oil and Gas Properties, the Administrative Agent’s determination of the maximum Loan amount with respect to the exclusion of any Borrowing Base Asset excluded Oil and Gas Properties contains an equity cushion, which equity cushion is acknowledged by the Borrowers as essential for the adequate protection of the Banks. (f) Borrowers may, from time to time upon written notice to Administrative Agent, propose to add Oil and Gas Properties of Loan Parties to the Borrowing Base Oil and Gas Properties. Any such proposal to add Oil and Gas Properties of Loan Parties to the Borrowing Base Oil and Gas Properties shall be accompanied by a Reserve Report applicable to such properties that conforms to the requirements of this Section 2.04, and evidence sufficient to establish that Loan Parties have, or concurrently with the increase in the Borrowing Base will have Marketable Title to such Oil and Gas Properties, and any such addition shall become effective at such time as: (i) Administrative Agent has made a determination of the amount by which the Borrowing Base would be increased as the result of such addition, (ii) the conditions set out in Article IV hereof, to the extent they are applicable to such additional Oil and Gas Properties of Loan Parties, have been satisfied, and (iii) unanimous approval of all the Banks. In determining the increase in the Borrowing Base pursuant to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after the last day of the prior month. In additionthis Section, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate executed by a Responsible Officer of the Administrative Borrower within five Business Days of such impairment calculation giving effect to such impairment calculation. (ii) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; (iii) The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Default, at the Borrowers’ sole cost and expense) make physical verifications of the Borrowing Base Assets in any manner and through any medium that the Administrative Agent considers advisable, and the Administrative Borrower Banks shall furnish all such assistance apply the parameters and information as the Administrative Agent may require other credit factors set out in connection therewiththis Section 2.04.

Borrowing Base Determination. (i) No later than the last day of each calendar month, the Administrative Borrower shall provide a The Borrowing Base Certificate in effect as of the last day Closing is Three Hundred Fifteen Million Dollars ($315,000,000.00) based upon the Netherland ▇▇▇▇▇▇ Report dated as of January 23, 2004, relative to the Proved Reserves attributable to the Oil and Gas Properties of the prior month executed Borrower included in such Reserve Report. The Borrowing Base shall be re-determined from time to time pursuant to the following provisions of this Section. On or before each October 1 and April 1, commencing October 1, 2004, until the Facility Termination Date, the Borrower shall furnish to the Administrative Agent a Reserve Report, which shall set forth, as of each preceding July 1 or January 1, as applicable, the Proved Reserves attributable to the Oil and Gas Properties of the Borrower included in such Reserve Report. Each October Reserve Report may be prepared by a the Borrower's own engineers and shall be certified by the President or other Responsible Officer of the Borrower. Each April Reserve Report shall be a complete report prepared by independent reservoir engineers acceptable to Administrative Borrower; provided that (i) satisfaction Agent relating to the Proved Reserves attributable to the Oil and Gas Properties of Mortgage Requirements with respect to Borrowing Base Assets the Borrower included in such Reserve Report. Upon receipt of each such Reserve Report, the Administrative Agent shall, within forty-five (45) days following the delivery of such Reserve Report, make a determination of the Borrowing Base Certificate which shall become effective upon approval by the Required Banks and subsequent written notification from the Administrative Agent to the Borrower, and which, subject to the other provisions of this Agreement, shall be determined the Borrowing Base until the effective date of the next redetermination of the Borrowing Base as set forth in this Section 2.06. The Administrative Agent may, subject to approval of the Required Banks, and must, upon the request of the Required Banks, redetermine the Borrowing Base at any time, and from time to time, which redetermination shall become effective upon approval by the Required Banks and subsequent written notification from the Administrative Agent to the Borrower and which, subject to the other provisions of this Agreement, shall be the basis on which the Borrowing Base shall thereafter be calculated until the effective date of the next redetermination of the Borrowing Base, as set forth in this Section. The Administrative Agent shall have the right to initiate one unscheduled redetermination of the Borrowing Base between any two consecutive scheduled redeterminations thereof by requesting in writing, not more than once between any two consecutive scheduled deliveries of Reserve Reports, that the Borrower provide an unscheduled Reserve Report regarding the Proved Reserves attributable to the Oil and Gas Properties of the Borrower included in such Reserve Report with an effective date not more than ninety (90) days prior to Borrower's delivery of such Reserve Report to Administrative Agent, and such Reserve Report shall be delivered to Administrative Agent within ninety (90) days after Borrower's receipt of such written request. The Borrower shall have the right to request, by written notice to Administrative Agent, one unscheduled redetermination of the Borrowing Base between any two consecutive scheduled redeterminations thereof, subject to contemporaneously providing to Administrative Agent a Reserve Report with an effective date not more than ninety (90) days prior to the date of such Borrowing Base Certificate and notice. If at any time the Required Banks cannot as otherwise agree on a redetermination of the last day of the prior month and (ii) such Borrowing Base Certificate shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from Base, then the Borrowing Base pursuant to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after the last day of the prior month. In additionBase, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown shall be set on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate executed by a Responsible Officer basis of the Administrative Borrower within five Business Days Agent's calculation of such impairment calculation giving effect the "weighted arithmetic average" (as hereinafter calculated) of the Borrowing Base, as determined by each individual Bank and communicated to such impairment calculation. (ii) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its SubsidiariesAgent in writing. However, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; (iii) The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Default, at the Borrowers’ sole cost and expense) make physical verifications amount of the Borrowing Base Assets shall never be increased at any time without the unanimous consent of the Banks, notwithstanding anything else herein to the contrary. For purposes of this paragraph, the "weighted arithmetic average" of the Borrowing Base shall be determined by first multiplying the Borrowing Base proposed in any manner writing to Administrative Agent by each Bank by such Bank's Percentage Share, and through any medium that then adding the results of each such calculation, with the resultant sum being the Borrowing Base. The Borrowing Base shall represent the Required Banks' approval of the Administrative Agent's determination, in accordance with their customary lending practices, of the maximum loan amount with respect to the Borrowing Base Oil and Gas Properties and the Borrower acknowledges, for purposes of this Agreement, such determination by the Administrative Agent considers advisableas being the maximum loan amount with respect to the Borrowing Base Oil and Gas Properties. In making any redetermination of the Borrowing Base, the Administrative Agent and the Banks shall apply the parameters and other credit factors consistently applied then generally being utilized by the Administrative Agent and each such Bank, respectively, for Borrowing Base redeterminations for other similarly situated borrowers. The Borrower, Required Banks and the Administrative Borrower shall furnish all such assistance Agent acknowledge that (a) due to the uncertainties of the oil and information as gas extraction process, the Borrowing Base Oil and Gas Properties are not subject to evaluation with a high degree of accuracy and are subject to potential rapid deterioration in value, and (b) for this reason and the difficulties and expenses involved in liquidating and collecting against the Borrowing Base Oil and Gas Properties, the Administrative Agent may require in connection therewithAgent's determination of the maximum loan amount with respect to the Borrowing Base Oil and Gas Properties contains an equity cushion, which equity cushion is acknowledged by the Borrower as essential for the adequate protection of the Banks.

Borrowing Base Determination. The Borrowing Base in effect as of the Closing is One Hundred Million Dollars (i) No later than $100,000,000.00). The Borrowing Base shall be re-determined from time to time pursuant to the last day following provisions of each calendar monththis Section. On or before April 1, 2003, the Borrower shall furnish to the Administrative Agent information sufficient to update to an effective date of January 1, 2003, the most recent petroleum engineering reports provided to the Administrative Agent prior to Closing relative to the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties. Upon receipt of such information, the Administrative Agent shall, in the normal course of business make a determination of the Borrowing Base, which shall become effective upon approval by the Required Banks and subsequent written notification from the Administrative Agent to the Borrower, and which, subject to the other provisions of this Agreement, shall be the basis on which the Borrowing Base shall thereafter be calculated until the effective date of the next redetermination of the Borrowing Base as set forth in this Section. Thereafter, on or before each April 1 and October 1 until the Facility Termination Date, beginning October 1, 2003, the Borrower shall provide furnish to the Administrative Agent a report, in form and substance satisfactory to the Administrative Agent, which report shall set forth, as of each preceding January 1 or July 1, as applicable, the Proved Reserves attributable to the Borrowing Base Certificate as Oil and Gas Properties. Each report to be provided on or before each April 1 shall be a complete report relating to the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties prepared by an independent petroleum engineer or firm of engineers reasonably satisfactory to the last day of Administrative Agent. Each report to be provided on or before each October 1 shall simply update the prior month executed previous complete report, and may be prepared by a Responsible the Borrower's own engineers and shall be certified by the President or Chief Financial Officer of the Borrower. Upon receipt of each such report, the Administrative Borrower; provided that (i) satisfaction Agent shall, in the normal course of Mortgage Requirements with respect to business, make a determination of the Borrowing Base Assets included in such which shall become effective upon approval by the Required Banks and subsequent written notification from the Administrative Agent to the Borrower, and which, subject to the other provisions of this Agreement, shall be the basis on which the Borrowing Base Certificate shall thereafter be calculated until the effective date of the next redetermination of the Borrowing Base as set forth in this Section 2.06. The Administrative Agent may, subject to approval of the Required Banks, and must, upon the request of the Required Banks, redetermine the Borrowing Base at any time, and from time to time, which redetermination shall become effective upon approval by the Required Banks and subsequent written notification from the Administrative Agent to the Borrower and which, subject to the other provisions of this Agreement, shall be determined the basis on which the Borrowing Base shall thereafter be calculated until the effective date of the next redetermination of the Borrowing Base, as set forth in this Section. The Administrative Agent may request in writing that the Borrower provide a Reserve Report regarding the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties with an effective date not more than ninety (90) days prior to Borrower's delivery of such Reserve Report to Administrative Agent, and such Reserve Report shall be delivered to Administrative Agent within ninety (90) days after Borrower's receipt of such written request. The Borrower shall have the right to request, by written notice to Administrative Agent, one unscheduled redetermination of the Borrowing Base between any two scheduled redeterminations thereof, subject to contemporaneously providing to Administrative Agent a Reserve Report with an effective date not more than ninety (90) days prior to the date of such Borrowing Base Certificate and notice. If at any time the Required Banks cannot as otherwise agree on a redetermination of the last day of the prior month and (ii) such Borrowing Base Certificate shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from Base, then the Borrowing Base pursuant to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after the last day of the prior month. In additionBase, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown shall be set on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate executed by a Responsible Officer basis of the Administrative Borrower within five Business Days Agent's calculation of such impairment calculation giving effect the "weighted arithmetic average" (as hereinafter calculated) of the Borrowing Base, as determined by each individual Bank and communicated to such impairment calculation. (ii) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its SubsidiariesAgent in writing. However, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; (iii) The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Default, at the Borrowers’ sole cost and expense) make physical verifications amount of the Borrowing Base Assets shall never be increased at any time without the unanimous consent of the Banks, notwithstanding anything else herein to the contrary. For purposes of this paragraph, the "weighted arithmetic average" of the Borrowing Base shall be determined by first multiplying the Borrowing Base proposed in any manner writing to Administrative Agent by each Bank by such Bank's Percentage Share, and through any medium that then adding the results of each such calculation, with the resultant sum being the Borrowing Base. The Borrowing Base shall represent the Required Banks' approval of the Administrative Agent's determination, in accordance with its customary lending practices, of the maximum loan amount with respect to the Borrowing Base Oil and Gas Properties and the Borrower acknowledges, for purposes of this Agreement, such determination by the Administrative Agent considers advisableas being the maximum loan amount with respect to the Borrowing Base Oil and Gas Properties. In making any redetermination of the Borrowing Base, the Administrative Agent and the Banks shall apply the parameters and other credit factors consistently applied then generally being utilized by the Administrative Agent and each such Bank, respectively, for Borrowing Base redeterminations for other similarly situated borrowers. The Borrower, Required Banks and the Administrative Borrower shall furnish all such assistance Agent acknowledge that (a) due to the uncertainties of the oil and information as gas extraction process, the Borrowing Base Oil and Gas Properties are not subject to evaluation with a high degree of accuracy and are subject to potential rapid deterioration in value, and (b) for this reason and the difficulties and expenses involved in liquidating and collecting against the Borrowing Base Oil and Gas Properties, the Administrative Agent may require in connection therewithAgent's determination of the maximum loan amount with respect to the Borrowing Base Oil and Gas Properties contains an equity cushion, which equity cushion is acknowledged by the Borrower as essential for the adequate protection of the Banks.

Borrowing Base Determination. (ia) No The Company shall deliver, as soon as available and in any event not later than the last day third Business Day of each calendar monthweek, the Administrative Borrower shall provide a Borrowing Base Certificate as of the last day of the prior month immediately preceding week executed by a Responsible Officer of the Administrative Borrower; provided that Company in respect of (i) satisfaction of Mortgage Requirements with respect to the US Borrowing Base Assets included in such and (ii) the Foreign Borrowing Base. Each Borrowing Base Certificate shall be determined contain information, in reasonable detail, as of the date of such Borrowing Base Certificate to (A) Eligible Foreign Receivables and not as of the last day of the prior month Eligible US Receivables (updated, in each case, weekly) and (iiB) such Borrowing Base Certificate shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from the Borrowing Base pursuant to a Borrowing Base Certificate delivered Eligible Foreign Inventory and Eligible US Inventory (updated, in accordance with Section 6.1(i)(ii) after the last day of the prior montheach case, monthly). In addition, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate executed by a Responsible Officer of the Administrative Borrower within five Business Days of such impairment calculation giving effect to such impairment calculation. (ii) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; (iii) The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during During the continuance of an Event of Default, or at any time that either of the Foreign Available Credit or the US Available Credit is less than $10,000,000, the Company shall deliver Borrowing Base Certificates at such intervals as shall reasonably be requested by either Administrative Agent. (b) The Company shall conduct, or shall cause to be conducted, at its expense and present to the requesting Administrative Agent for approval, such appraisals, investigations and reviews as such Administrative Agent shall reasonably request for the purpose of verifying the US Borrowing Base or Foreign Borrowing Base, all upon notice and at such times during normal business hours and as often as may be reasonably requested. The Company shall furnish to the Administrative Agents any information which the Administrative Agents may reasonably request regarding the determination and calculation of the US Borrowing Base or Foreign Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. (c) The Company shall promptly notify the Domestic Administrative Agent in writing in the event that at any time the Company receives or otherwise gains knowledge that (i) the US Borrowing Base is less than 90% of the US Borrowing Base reflected in the most recent Borrowing Base Certificate delivered pursuant to Section 6.12(a) (BORROWING BASE DETERMINATION) or that (ii) the US Revolving Credit Outstandings exceed the US Borrowing Base 103 as a result of a decrease therein, in which case such notice shall also include the amount of such excess. (d) The Company shall promptly notify the Foreign Administrative Agent in writing in the event that at anytime the Company receives or otherwise gains knowledge that (i) the Foreign Borrowing Base is less than 90% of the Foreign Borrowing Base reflected in the most recent Borrowing Base Certificate delivered in respect thereto pursuant to Section 6.12(a) (BORROWING BASE DETERMINATION), or (ii) the Foreign Revolving Credit Outstandings exceed the Foreign Borrowing Base as a result of a decrease therein, in which case such notice shall also include the amount of such excess. (e) Upon reasonable request, the Administrative Agents may, at the Borrowers’ Company's sole cost and expense) , make test verifications of the Accounts and physical verifications of the Borrowing Base Assets Inventory in any manner and through any medium that the Administrative Agent considers Agents consider advisable, and the Administrative Borrower Company shall furnish all such assistance and information as the Administrative Agent Agents may require in connection therewith.

Borrowing Base Determination. (ia) No later than the last day of each calendar month, the Administrative The Borrower shall provide a Borrowing Base Certificate as of the last day of the prior month executed by a Responsible Officer conduct, or shall cause to be conducted, at its expense, and upon request of the Administrative BorrowerAgent, and present to the Administrative Agent for approval, such appraisals, investigations and reviews as the Administrative Agent shall request for the purpose of determining the Borrowing Base, all upon notice and at such times during normal business hours and as often as may be reasonably requested; provided PROVIDED, HOWEVER, that for the purposes of determining the Fixed Asset Amount, such appraisals shall be obtained in accordance with SECTION 6.11(D). The Borrower shall furnish to the Administrative Agent any information which the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. (b) The Borrower shall promptly notify the Administrative Agent in writing in the event that at any time the Borrower receives or otherwise gains knowledge that (i) satisfaction of Mortgage Requirements with respect to Borrowing Base Assets included in such Borrowing Base Certificate shall be determined as of the date of such Borrowing Base Certificate and not as of the last day of the prior month and (ii) such Borrowing Base Certificate shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from the Borrowing Base pursuant to a is less than 90% of the Borrowing Base reflected in the most recent Borrowing Base Certificate delivered in accordance with Section 6.1(i)(iipursuant to SECTION 6.1(H) after or that (ii) the last day of the prior month. In addition, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and such impairment calculation shows a decline in outstanding Revolving Credit Outstandings exceed the Borrowing Base as a result of more than $35,000,000 from that shown on a decrease therein, and the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate executed by a Responsible Officer of the Administrative Borrower within five Business Days amount of such impairment calculation giving effect to such impairment calculationexcess. (ii) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; (iiic) The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Defaultmay, at the Borrowers’ Borrower's sole cost and expense) , make test verifications of the Accounts and physical verifications of the Borrowing Base Assets Inventory in any manner and through any medium that the Administrative Agent considers advisable, and the Administrative Borrower shall furnish all such assistance and information as the Administrative Agent may require in connection therewith. (d) For the purposes of determining the Fixed Asset Amount in effect on the Closing Date, (i) the orderly liquidation value of the Borrower's Eligible Equipment shall be determined using the valuations set forth in the appraisal dated July 16, 1999 by MB Valuations and (ii) the Fair Market Value of the Borrower's Eligible Real Property shall be determined using the valuations set forth in the appraisal dated July 28, 1999 by ▇▇▇▇▇▇▇ & Wakefield, as reflected in the Borrowing Base Certificate delivered to the Administrative Agent prior to the Closing Date. The Fixed Asset Amount shall be adjusted by the Administrative Agent (A) on the first anniversary of the Closing Date, based upon revised "desktop" valuations of the Borrower's Eligible Equipment and Eligible Real Property undertaken by Citicorp's internal auditors and notified to the Borrower not less than 30 days prior to the first anniversary of the Closing Date, (B) on the second anniversary of the Closing Date, based upon third party appraisals from MB Valuations and ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ (or any other appraiser reasonably satisfactory to the Administrative Agent) obtained by Citicorp at the Borrower's expense not more than 90 nor less than 30 days prior to the second anniversary of the Closing Date, (C) upon any sale of Equipment or Real Property (other than the Excluded Property), by reducing the Fixed Asset Amount by 75% of the orderly liquidation value of the Equipment or 50% of the Fair Market Value of the Real Property which is the subject of any such sale, and (D) by the amount of any reserves then in effect with respect to such Eligible Equipment and Eligible Real Property.

Borrowing Base Determination. (ia) No The Borrower shall deliver, as soon as available and in any event not later than ten Business Days after the last day end of each calendar fiscal month, the Administrative Borrower shall provide a Borrowing Base Certificate as of the last day end of the prior such fiscal month executed by a Responsible Officer of the Borrower (and on the Thursday of each week, weekly updates thereof showing sales and collections for such week). (b) The Borrower shall conduct, or shall cause to be conducted, at its expense and upon request of the Administrative BorrowerAgent, and present to the Administrative Agent for approval, (i) updates to the Initial Appraisals that shall be in form and substance and from third-party appraisers reasonably acceptable to the Administrative Agent (the "Updated Appraisals") for the purpose of determining the Borrowing Base and (ii) other investigations and reviews (including field audits conducted by the Administrative Agent); provided provided, however, that as long as no Liquidity Event Period is continuing, the Borrower shall be required to provide Updated Appraisals no more than (A) twice in any Fiscal Year for Inventory and (B) once in any Fiscal Year for Equipment (including Aircraft Collateral) and Real Property (it being understood that the Borrower shall provide the Updated Appraisals required under (A) and (B) above once each Fiscal Year in the absence of any request from the Administrative Agent) and provided, further, so long as no Liquidity Event Period is continuing, the Administrative Agent may carry out other investigations and reviews (including field audits conducted by the Administrative Agent) no more than four in any Fiscal Year (but no more than once in any three-month period). The Borrower shall furnish to the Administrative Agent any information that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. (c) The Borrower shall promptly notify the Administrative Agent in writing in the event that at any time the Borrower receives or otherwise gains knowledge that (i) satisfaction of Mortgage Requirements with respect to Borrowing Base Assets included in such Borrowing Base Certificate shall be determined as of the date of such Borrowing Base Certificate and not as of the last day of the prior month and (ii) such Borrowing Base Certificate shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from the Borrowing Base pursuant to a is less than 90% of the Borrowing Base reflected in the most recent Borrowing Base Certificate delivered in accordance with Section 6.1(i)(iipursuant to clause (a) after above, (ii) the last day of the prior month. In addition, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and such impairment calculation shows a decline in outstanding Revolving Credit Outstandings exceed the Borrowing Base as a result of more than $35,000,000 from that shown on a decrease therein, in which case such notice shall also include the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate executed by a Responsible Officer of the Administrative Borrower within five Business Days amount of such impairment calculation giving effect to such impairment calculationexcess or (iii) a Liquidity Event Period has begun. (ii) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; (iiid) The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Defaultmay, at the Borrowers’ Borrower's sole cost and expense) , make test verifications of the Accounts and physical verifications of the Borrowing Base Assets Inventory in any manner and through any medium that the Administrative Agent considers advisable, and the Administrative Borrower shall furnish all such assistance and information as the Administrative Agent may require in connection therewith.. At any time and from time to time, upon the Administrative Agent's request and at the expense of the Borrower, the Borrower shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts; provided, however, that unless a Liquidity Event Period shall be continuing, the Administrative Agent shall request no more than four such reports during any calendar year. FIRST LIEN CREDIT AGREEMENT TECUMSEH PRODUCTS COMPANY

Borrowing Base Determination. (ia) No The Borrower shall deliver, as soon as available and in any event not later than twenty days after the last day end of each calendar fiscal month, the Administrative Borrower shall provide a Borrowing Base Certificate as of the last day end of the prior such fiscal month executed by a Responsible Officer of the Administrative Borrower; provided that (i) satisfaction of Mortgage Requirements with respect to Borrowing Base Assets included . During a Liquidity Event Period, the Borrower shall deliver, as soon as available and in such Borrowing Base Certificate shall be determined as of any event not later than five Business Days after the date of such Borrowing Base Certificate and not as of end the last day of the prior month and (ii) such each week, an additional Borrowing Base Certificate shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from the Borrowing Base pursuant to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after the last day as of the prior month. In additionend of such period (containing available updated figures for Eligible Accounts, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise Eligible Inventory and such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate Eligible Medicaid Supplemental Payments) executed by a Responsible Officer of the Administrative Borrower within five Business Days of such impairment calculation giving effect to such impairment calculationBorrower. (iib) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by The Borrower shall promptly notify the Administrative Agent in writing in the event that at any time the Borrower receives or any otherwise gains knowledge that (i) the Borrowing Base is less than 90% of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base reflected in the most recent Borrowing Base Certificate based upon delivered pursuant to clause (a) above, (ii) the outstanding Revolving Credit Outstandings exceed the Borrowing Base Certificate most recently as a result of a decrease therein, in effect but giving effect to which case such Asset Sale, including notice shall also include the use amount of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; such excess or (iii) a Liquidity Event Period has begun. (c) The Borrower shall furnish to the Administrative Agent any information that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base or in relation to any field examination (including any appraisal, evaluation and other diligence as applicable) or any updates thereof with respect to the Inventory and Accounts (for the purpose of this Section 6.09, including any Accounts relating to the Medicaid Supplemental Payments). The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Defaultmay, at the Borrowers’ Borrower’s sole cost and expense, conduct any field examination (including any appraisal, evaluation and other diligence as applicable) make physical verifications of the Borrowing Base Assets AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION Inventory and Accounts (for the purpose of this Section 6.09, including any Accounts relating to the Medicaid Supplemental Payments) in any manner and through any medium that the Administrative Agent considers advisable, and the Administrative Borrower shall furnish all such assistance and information as the Administrative Agent may require in connection therewith; provided, however, that unless a Liquidity Event Period shall then be in effect or an Event of Default shall have occurred and is continuing, no more than one such field examination shall be performed during any calendar year. If a Liquidity Event Period shall then be in effect, the Administrative Agent may conduct two (in the aggregate) such field examinations during such calendar year and if an Event of Default shall have occurred and is continuing, there shall be no limitation on the number of field examinations during such calendar year. If a Liquidity Event Period shall then be in effect, and, upon the Administrative Agent’s request and at the expense of the Borrower, the Borrower shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts (including any Accounts relating to the Medicaid Supplemental Payments) and the appraisals and evaluations for the Inventory; provided, however, that unless an Event of Default shall be continuing, the Administrative Agent shall request no more than one such report during any calendar year.

Borrowing Base Determination. (a) The initial Borrowing Base is hereby established at $2,000,000. The portion of the Borrowing Base attributable to the Borrowing Base Oil and Gas Properties is equal to $0 and the portion of the Borrowing Base attributable to the Borrowing Base Receivables is equal to $2,000,000. Subject to the other provisions of this Agreement, the portion of the Borrowing Base attributable to the Borrowing Base Receivables shall Table of Contents be automatically reduced by the Periodic Borrowing Base Reduction on each date set forth in the Periodic Borrowing Base Reduction Schedule. (b) Contemporaneously with the delivery of the Financial Statements as provided in Sections 5.03 and 5.04 hereof, the Parent Borrower shall deliver to the Bank a report (“Borrowing Base Receivables Report”) detailing (i) No later than the last day of each calendar month, the Administrative Borrower shall provide a Borrowing Base Certificate as of the last day of the prior month executed by a Responsible Officer of the Administrative Borrower; provided that (i) satisfaction of Mortgage Requirements with respect to Borrowing Base Assets included in such Borrowing Base Certificate shall be determined as of the date of such Borrowing Base Certificate and not as of the last day of the prior month and (ii) such Borrowing Base Certificate shall give pro forma effect to the exclusion outstanding balances of any Borrowing Base Asset excluded Receivables, (ii) the amounts of payments, including scheduled repayments and any prepayments, received since the prior quarter’s report (except for the report delivered in conjunction with the delivery of the initial Financial Statement subsequent to Closing which shall detail payments since the Closing) and (iii) any information received by any Borrower (written or verbal) from the payors under the Borrowing Base pursuant Receivables regarding any past or future scheduled repayments or any prepayments under such receivables, including, without limitation, prepayments as “Capacity Distributions” and “Withdrawal Payments,” as such terms are defined in the Partnership Agreement. (c) On or before each March 1 and September 1 until the Revolving Loan Termination Date, commencing with September 1, 2003, the Parent Borrower shall furnish to the Bank a Borrowing Base Certificate delivered report, in accordance with Section 6.1(i)(ii) after form and substance satisfactory to the last day Bank, which report shall set forth, as of each preceding January 1 or July 1, as applicable, the prior month. In addition, if the Administrative Borrower performs any impairment calculation due Proved Reserves attributable to GAAP requirements or otherwise and such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown Oil and Gas Properties. Each report to be provided on or before each September 1 may be prepared by the most recently delivered Borrowing Base Certificate, Borrowers’ own engineers and shall be certified by the Administrative Borrower shall provide a Borrowing Base Certificate executed by a Responsible Chief Financial Officer or Chief Executive Officer of the Administrative Borrower within five Parent Borrower. Each report to be provided on or before each March 1 shall be prepared by an independent petroleum engineer or firm of engineers satisfactory to the Bank. Within twenty (20) Business Days of such impairment calculation giving effect to such impairment calculation. (ii) No later than five Business Days following the after receipt of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its Subsidiarieseach such report, the Administrative Borrower Bank shall provide endeavor to, in the normal course of business, make a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereof, executed by a Responsible Officer determination of the Administrative Borrower; (iii) The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Default, at the Borrowers’ sole cost and expense) make physical verifications portion of the Borrowing Base Assets attributable to the Borrowing Base Oil and Gas Properties and the Monthly Borrowing Base Reduction which shall become effective upon written notification from the Bank to the Parent Borrower, and which, subject to the other provisions of this Agreement, shall be the portion of the Borrowing Base attributable to the Borrowing Base Oil and Gas Properties and the Monthly Borrowing Base Reduction until the effective date of the next redetermination of the portion of the Borrowing Base attributable to the Borrowing Base Oil and Gas Properties and the Monthly Borrowing Base Reduction as set forth in any manner and through any medium this Section 2.05(c). The Borrowers may, by written notice, request that the Administrative Agent considers advisableBank redetermine the portion of the Borrowing Base attributable to the Borrowing Base Oil and Gas Properties and also redetermine the Monthly Borrowing Base Reduction, but not more often than once between two consecutive scheduled deliveries of such reports (“Optional Review”). Any request for an Optional Review must be in writing and shall be accompanied by a complete report relating to the Proved Reserves attributable to Borrowing Base Oil and Gas Properties and shall be prepared by an independent petroleum engineer or firm of engineers satisfactory to the Bank. Within twenty (20) Business Days after receipt of such report, the Bank shall endeavor to, in the normal course of business make a determination of the portion of the Borrowing Base attributable to the Borrowing Base Oil and Gas Properties and the Monthly Borrowing Base Reduction which shall become Table of Contents effective upon written notification from the Bank to the Parent Borrower, and which, subject to the Administrative other provisions of this Agreement, shall be the portion of the Borrowing Base attributable to the Borrowing Base Oil and Gas Properties and the Monthly Borrowing Base Reduction until the effective date of the next redetermination of the portion of the Borrowing Base and the Monthly Borrowing Base Reduction as set forth in this Section 2.5(c). If the Borrowers’ request relates to a proposal to add Oil and Gas Properties of the Borrowers to the Borrowing Base Oil and Gas Properties, such proposal shall also be accompanied by evidence sufficient to establish that the respective Borrower or Borrowers own Marketable Title to such Oil and Gas Properties, and any such addition shall furnish all become effective at such assistance and information time as: (a) the Bank has made its determination, in its sole discretion, of the amount by which the Borrowing Base would be increased as the Administrative Agent result of such addition and (b) the conditions set forth in Article III hereof, to the extent they are applicable to such additional Oil and Gas Properties of such Borrower, have been satisfied. The Bank may redetermine the Borrowing Base and the Monthly Borrowing Base Reduction, at any time, and from time to time, but not more often than once between two scheduled deliveries of such reports as described above, which redetermination shall become effective upon written notification from the Bank to the Parent Borrower and which, subject to the other provisions of this Agreement, shall be the Borrowing Base and the Monthly Borrowing Base Reduction until the effective date of the next redetermination of the Borrowing Base and the Monthly Borrowing Base Reduction, as set forth in this Section. The Bank may require the Borrowers to provide a report prepared by an independent petroleum engineer or firm of engineers reasonably satisfactory to the Bank regarding the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties at any time upon ninety (90) days advance notice to the Borrowers. (d) The Borrowing Base shall represent the Bank’s determination, in connection therewithaccordance with its customary lending practices, of the maximum loan amount with respect to the Borrowing Base Receivables and the Borrowing Base Oil and Gas Properties and the Borrowers acknowledge, for purposes of this Agreement, such determination by the Bank as being the maximum loan amount with respect to the Borrowing Base Receivables and the Borrowing Base Oil and Gas Properties. In making any redetermination of the Borrowing Base, the Bank shall apply the parameters then generally being utilized by the Bank for Borrowing Base redeterminations for other similarly situated borrowers. The Borrowers and the Bank acknowledge that (a) due to the uncertainties of the oil and gas extraction process, the Borrowing Base Oil and Gas Properties are not subject to evaluation with a high degree of accuracy and are subject to potential rapid deterioration in value, and (b) for this reason and the difficulties and expenses involved in liquidating and collecting against the Borrowing Base Oil and Gas Properties, the Bank’s determination of the maximum loan amount with respect to the Borrowing Base Oil and Gas Properties contains an equity cushion, which equity cushion is acknowledged by the Borrowers as essential for the adequate protection of the Bank. NOTWITHSTANDING ANYTHING TO THE CONTRARY UNDER THIS AGREEMENT OR ANY LOAN DOCUMENT, AS OF THE DATE OF CLOSING, THE BORROWERS AND THE BANK ACKNOWLEDGE AND AGREE THAT IN APPLICATION Table of Contents BY THE BANK OF THE ABOVE-NOTED PARAMETERS AND STANDARDS, NO BORROWING BASE IS ATTRIBUTED TO THE BORROWING BASE OIL AND GAS PROPERTIES DESCRIBED ON EXHIBIT “A” ATTACHED HERETO. ANY FUTURE ALLOCATION OF BORROWING BASE ATTRIBUTABLE TO THE BORROWING BASE OIL AND GAS PROPERTIES SHALL BE IN CONFORMANCE WITH THIS SECTION 2.05.

Borrowing Base Determination. (a) The Borrower shall deliver, (i) No during the pendency of the Cases, as soon as available and in any event not later than three Business Days after the last first day of each calendar monthweek, the Administrative Borrower shall provide a Borrowing Base Certificate as of the last day of the prior immediately preceding week executed by a Responsible Officer of the Borrower, (ii) after the Conversion Date, (A) if Available Credit is greater than or equal to $25,000,000, as soon as available and in any event not later than ten Business Days after the last day of each fiscal month, a Borrowing Base Certificate as of the last day of such fiscal month executed by a Responsible Officer of the Administrative Borrower; provided that , and (iB) satisfaction if Available Credit is less than $25,000,000, as soon as available and in any event not later than three Business Days after the first day of Mortgage Requirements with respect to Borrowing Base Assets included in such each week, a Borrowing Base Certificate shall be determined as of the date of such Borrowing Base Certificate and not as of the last day of the prior month and (ii) such Borrowing Base Certificate shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from the Borrowing Base pursuant to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after the last day of the prior month. In addition, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate immediately preceding week executed by a Responsible Officer of the Administrative Borrower within five Business Days of such impairment calculation giving effect until Available Credit is greater than or equal to such impairment calculation. (ii) No later than five Business Days following $25,000,000, after which the receipt of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its Subsidiaries, the Administrative Borrower shall provide deliver a Borrowing Base Certificate based monthly pursuant to clause (a)(ii)(A) of this Section 6.12. (b) The Borrower shall, and shall cause each Guarantor to, conduct, or cause to be conducted, at its expense and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals, investigations and reviews as the Administrative Agent shall reasonably request for the purpose of determining the Borrowing Base, all upon notice and at such times during normal business hours and as often as may be reasonably requested. The Borrower shall furnish to the Administrative Agent any information that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base Certificate most recently including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in effect but giving effect respect of Accounts referred to such Asset Sale, including therein. (c) The Borrower shall promptly notify the use of proceeds thereof, executed by a Responsible Officer Administrative Agent in writing in the event that at any time the Borrower receives or otherwise gains knowledge that (i) the Borrowing Base is less than 90% of the Administrative Borrower;Borrowing Base reflected in the most recent Borrowing Base Certificate delivered pursuant to clause (a) above, (ii) the outstanding Revolving Credit Outstandings exceed the Borrowing Base as a result of a decrease therein, in which case such notice shall also include the amount of such excess, (iii) the Available Credit is less than $15,000,000. (iiid) The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Defaultmay, at the Borrowers’ Borrower’s sole cost and expense, (i) make physical test verifications of the Borrowing Base Assets Accounts, (ii) conduct physical verifications and appraisals of the Inventory (“Appraisals”) and (iii) conduct field examinations of any of the properties of the Loan Parties and their Subsidiaries (“Field Examinations”), in each case in any manner and through any medium that the Administrative Agent considers advisableadvisable (including through its own representatives or independent contractors), and the Administrative Borrower shall furnish all such assistance and information as the Administrative Agent may require in connection therewiththerewith and at any time a Default or Event of Default shall be continuing, upon the Administrative Agent’s request and at the expense of the Borrower, the Borrower shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts; provided, however, that unless a Default or Event of Default shall be continuing, the Administrative Agent shall provide two (2) days prior written notice of its requests and unless a Default or Event of Default shall be continuing, the Administrative Agent shall request no more than four (4) Account verifications, four (4) Field Examinations and three (3) Appraisals during any calendar year during any calendar year. CREDIT AGREEMENT CONSTAR INTERNATIONAL INC.

Borrowing Base Determination. (ia) No The Borrower shall furnish to the Administrative Agent no later than the last day Wednesday of each calendar month, week or more frequently as may be requested by the Administrative Borrower shall provide Agent, a Borrowing Base Certificate for the Borrower as of the last day of immediately preceding Friday (or the prior month relevant third preceding Business Day if requested more frequently) executed by a Responsible Officer of the Borrower together with reasonably detailed supporting information and documentation acceptable to the Administrative Borrower; provided that (i) satisfaction Agent. The Administrative Agent shall make reasonable efforts to furnish to the Lenders a copy of Mortgage Requirements with respect to Borrowing Base Assets included in such each Borrowing Base Certificate following receipt thereof from the Borrower; provided, however, that failure to furnish such a copy will not give rise to a claim or remedy by the Lenders against the Administrative Agent. (b) The Borrower shall conduct, or shall cause to be determined as conducted, at its expense, and upon request of the date Administrative Agent, and present to the Administrative Agent for approval, such appraisals, investigations and reviews as the Administrative Agent shall reasonably request for the purpose of determining each Borrowing Base, all upon notice and at such times during normal business hours and as often as may be reasonably requested. The Borrower shall furnish to the Administrative Agent any information which the Administrative Agent may reasonably request regarding the determination and calculation of its Borrowing Base Certificate including correct and not as complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. (c) The Borrower shall notify the Administrative Agent in writing promptly upon the Borrower receiving or otherwise gaining knowledge that the Revolving Credit Outstandings in respect of the last day of the prior month and (ii) such Borrowing Base Certificate shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from the Borrowing Base pursuant to Borrower would result in a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after the last day of the prior month. In addition, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate executed by a Responsible Officer of the Administrative Borrower within five Business Days of such impairment calculation giving effect to such impairment calculationDeficiency. (ii) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; (iiid) The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Defaultmay, at the Borrowers’ Borrower’s sole cost and expense) , make test verifications of the Accounts and physical verifications of the Borrowing Base Assets Inventory in any manner and through any medium that the Administrative Agent considers advisable, and the Administrative Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith.

Borrowing Base Determination. (i) No later than the last fifteenth day of each calendar monthmonth (or, with respect to the month of February 2008, February 25, 2008), the Administrative Borrower shall provide a Borrowing Base Certificate as of the last day of the prior month executed by a Responsible Officer of the Administrative Borrower; provided that (i) satisfaction of Mortgage Requirements with respect to Borrowing Base Assets included in such Borrowing Base Certificate shall be determined as of the date of such Borrowing Base Certificate and not as of the last day of the prior month and (ii) such Borrowing Base Certificate shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from the Borrowing Base pursuant to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after the last day of the prior month. In addition, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and if such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 5,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall shall, within five (5) Business Days of the Administrative Borrower’s Chief Accounting Officer having recognized any such impairment calculation, provide a Borrowing Base Certificate executed by a Responsible Officer of the Administrative Borrower within five Business Days of such impairment calculation giving effect to such impairment calculation. (ii) No later than five Business Days following the receipt closing of any Asset Sales since the end of the period covered by the Borrowing Base Certificate then in effect with aggregate Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its Subsidiarieswhich exceed $5,000,000, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereofany Net Cash Proceeds received in connection with such Asset Sale, executed by a Responsible Officer of the Administrative Borrower; (iii) On each of (A) July 1, 2008, if the Tax Refund Amount has not then been received by the Administrative Borrower, (B) three Business Days after receipt of the Tax Refund Amount and (C) three Business Days after the Administrative Borrower receives any notice from the IRS rejecting or denying the Administrative Borrower’s application for the Tax Refund Amount or asserting or imposing any deduction or setoff by the IRS with respect to the Tax Refund Amount, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to the then status of such Tax Refund Amount, including any mandatory prepayment to be made with the proceeds of such Tax Refund Amount pursuant to Section 2.7(b)(ii), executed by a Responsible Officer of the Administrative Borrower; (iv) The Administrative Agent may (and its agents and representatives may, upon reasonable prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Default, at the Borrowers’ sole cost and expense) , make physical verifications of the Borrowing Base Assets in any reasonable manner and through any reasonable medium that the Administrative Agent considers advisable, and but not more frequently than once each fiscal quarter prior to the occurrence of an Event of Default. The Administrative Borrower shall furnish all such reasonable assistance and information as the Administrative Agent may reasonably require in connection therewithwith any such verification.

Borrowing Base Determination. (ia) No later than Borrower Agent shall provide Administrative Agent with the last day following documents in a form reasonably satisfactory to Administrative Agent as soon as possible after the end of each calendar monthfiscal month (but in any event within fifteen (15) Business Days after the end thereof) so long as no Default or Event of Default exists and Excess Availability shall be greater than $20,000,000 (and more frequently as Administrative Agent may require at any time a Default or Event of Default exists or Excess Availability is less than $20,000,000), the Administrative Borrower shall provide a Borrowing Base Certificate setting forth the calculation of the Borrowing Base as of the last day Business Day of the prior month immediately preceding applicable period as to the Accounts and Eligible Inventory, duly completed and executed by a Responsible Officer of the Administrative Borrower; provided that (i) satisfaction of Mortgage Requirements Borrower Agent, together with respect to Borrowing Base Assets included in such Borrowing Base Certificate shall be determined as of the date of such Borrowing Base Certificate and not as of the last day of the prior month and (ii) such Borrowing Base Certificate shall give pro forma effect all schedules required pursuant to the exclusion terms of any Borrowing Base Asset excluded from the Borrowing Base pursuant to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after the last day of the prior month. In addition, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate executed by a Responsible Officer of the Administrative Borrower within five Business Days of such impairment calculation giving effect to such impairment calculation. (ii) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect duly completed; (b) The Borrowers shall conduct, or shall cause to such Asset Salebe conducted, including the use of proceeds thereof, executed by a Responsible Officer at their reasonable expense and upon request of the Administrative BorrowerAgent, and present to the Administrative Agent for approval, updates to the Initial Inventory Appraisal that shall be in form and substance and from third-party appraisers reasonably acceptable to the Administrative Agent (the “Updated Inventory Appraisal”) for the purpose of determining the amount of the Borrowing Base attributable to Inventory; provided, however, that as long as no Default or Event of Default exists and is continuing and as long as Excess Availability is greater than $20,000,000, the Borrowers shall not be required to conduct Updated Inventory Appraisals more than (x) 0 times in any period of 12 consecutive months if no Obligations are outstanding under this Facility, (y) once in any period of 12 consecutive months if Obligations are outstanding under this Facility, and (z) twice in any period of 12 consecutive months if Excess Availability is less than $20,000,000; (iiic) The Administrative Agent may carry out investigations and reviews of each Loan Parties’ property at the reasonable expense of the Borrowers (prior to including field audits conducted by the occurrence of an Administrative Agent) (“Field Examination”); provided, however, that as long as no Default or Event of Default, at its sole cost Default exists and expense is continuing and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Default, at the Borrowers’ sole cost and expense) make physical verifications of the Borrowing Base Assets in any manner and through any medium that the Administrative Agent considers advisable, and the Administrative Borrower shall furnish all such assistance and information as the Administrative Agent may require in connection therewith.long as Excess Availability is AMENDED AND RESTATED CREDIT AGREEMENT

Borrowing Base Determination. (ia) No later than Subject to the last day applicable provisions of Article IV, the Borrowing Base in effect during the Initial Period is equal to $45,000,000. The Borrowing Base for all periods subsequent to the Initial Period will be based upon the Reserve Reports provided by the Borrower relative to the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties described on Exhibit B, which will be provided to Agent from time to time. The Borrowing Base shall be re-determined from time to time pursuant to the provisions of this Section. (b) On or before each April 1 and October 1 commencing April 1, 2010, until the Revolving Maturity Date, the Borrower shall furnish to the Agent a Reserve Report, which shall set out, as of each calendar monthpreceding January 1 or July 1, as applicable, the Administrative Borrower shall provide a Proved Reserves attributable to the Borrowing Base Certificate as of Oil and Gas Properties. Each October Reserve Report may be prepared by the last day of Borrower’s own engineers and shall be certified by the prior month executed by a President or other Responsible Officer of the Administrative Borrower. Each April Reserve Report shall be a complete report prepared by independent reservoir engineers acceptable to Agent relating to the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties. Upon receipt of each such Reserve Report, the Agent shall make a determination of the Borrowing Base which shall become effective upon approval by the Required Revolving Lenders and subsequent written notification from the Agent to the Borrower, and which, subject to the other provisions of this Agreement, shall be the Borrowing Base until the effective date of the next redetermination of the Borrowing Base as set out in this Section 2.04. For any Oil and Gas Properties which are being acquired by Borrower to be included as Borrowing Base Oil and Gas Properties, Agent shall be satisfied in its sole discretion that Borrower is acquiring Marketable Title in addition to satisfying all other conditions relating to ownership and transfer of Borrowing Base Oil and Gas Properties and shall also be satisfied that such Borrowing Base Oil and Gas Properties shall be subject to the first priority Liens and security interests of the Agent, for the benefit of the Lenders, pursuant to the Collateral Documents (subject to Permitted Liens). The Agent may, subject to approval of the Required Revolving Lenders, and must, upon the request of the Required Revolving Lenders, redetermine the Borrowing Base at any time, and from time to time, which redetermination shall become effective upon approval by the Required Revolving Lenders and subsequent written notification from the Agent to the Borrower and which, subject to the other provisions of this Agreement, shall be the basis on which the Borrowing Base shall thereafter be calculated until the effective date of the next redetermination of the Borrowing Base, as set out in this Section; provided that, that the Required Revolving Lenders shall not request more than one (1) unscheduled Borrowing Base redetermination for every scheduled redetermination. (c) The Agent shall have the right to initiate no more than one (1) unscheduled redeterminations of the Borrowing Base between the scheduled redetermination dates described in Section 2.04(b) by requesting in writing that the Borrower provide an unscheduled Reserve Report regarding the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties with an effective date not more than ninety days prior to Borrower’s delivery of such Reserve Report to Agent, and such Reserve Report shall be delivered to Agent within thirty days after Borrower’s receipt of such written request during the term of this Agreement. The Borrower shall have the right to request, by written notice to Agent, one unscheduled redetermination of the Borrowing Base during any twelve-month consecutive period, subject to contemporaneously providing to Agent a Reserve Report with an effective date not more than ninety days prior to the date of such notice. (d) If at any time the Required Revolving Lenders cannot otherwise agree on a redetermination of the Borrowing Base, then the Borrowing Base, shall be set on the basis of the Agent’s calculation of the “weighted arithmetic average” (as hereinafter calculated) of the Borrowing Base, as determined by each individual Lender and communicated to Agent in writing. However, the amount of the Borrowing Base shall never be increased at any time without the unanimous consent of all the Lenders, notwithstanding anything else herein to the contrary. For purposes of this paragraph, the “weighted arithmetic average” of the Borrowing Base shall be determined by first multiplying the Borrowing Base proposed in writing to Agent by each Lender by such Lender’s Pro Rata Share, and then adding the results of each such calculation, with the resultant sum being the Borrowing Base. (e) The Borrowing Base shall represent the Required Revolving Lenders’ approval (except where unanimous consent is required) of the Agent’s determination, in accordance with their customary lending practices, of the maximum loan amount that may be supported by the Borrowing Base Oil and Gas Properties and the Borrower acknowledges, for purposes of this Agreement, such determination by the Agent as being the maximum loan amount that may be supported by the Borrowing Base Oil and Gas Properties. In making any redetermination of the Borrowing Base, the Agent and the Lenders shall apply the parameters and other credit factors consistently applied then generally being utilized by the Agent and each such Lender, respectively, for Borrowing Base redeterminations for other similarly situated borrowers. The Borrower, Lenders and the Agent acknowledge that (i) satisfaction due to the uncertainties of Mortgage Requirements with respect to the oil and gas extraction process, the Borrowing Base Assets included Oil and Gas Properties are not subject to evaluation with a high degree of accuracy and are subject to potential rapid deterioration in such Borrowing Base Certificate shall be determined as of the date of such Borrowing Base Certificate and not as of the last day of the prior month value, and (ii) such for this reason and the difficulties and expenses involved in liquidating and collecting against the Borrowing Base Certificate shall give pro forma effect Oil and Gas Properties, the Agent’s determination of the maximum loan amount with respect to the exclusion of any Borrowing Base Asset excluded Oil and Gas Properties contains an equity cushion, which equity cushion is acknowledged by the Borrower as essential for the adequate protection of the Lenders. (f) The Borrower may, from time to time upon written notice to the Agent, propose to add Oil and Gas Properties of the Borrower to the Borrowing Base Oil and Gas Properties. Any such proposal to add Oil and Gas Properties of the Borrower to the Borrowing Base Oil and Gas Properties shall be accompanied by a Reserve Report applicable to such properties that conforms to the requirements of Section 2.04, and evidence sufficient to establish that the Borrower has Marketable Title to such Oil and Gas Properties, and any such addition shall become effective at such time as: (a) the Agent, with the approval of the Lenders, has made a determination of the amount by which the Borrowing Base would be increased as the result of such addition, (b) the conditions set out in Article IV hereof, to the extent they are applicable to such additional Oil and Gas Properties of the Borrower, have been satisfied and (c) the Agent is satisfied that such added Oil and Gas Properties have become subject to the first priority Liens and security interests of the Agent, in favor of the Lenders, subject to Permitted Liens. In determining the increase in the Borrowing Base pursuant to a this Section, the Agent and the Lenders shall apply the parameters and other credit factors set out in Section 2.04, above. Agent and Lenders hereby acknowledge and agree that the title is sufficient for the current Leases that have been subject to review by Agent or its counsel and no updated or endorsement will be required at any time for any production under the such Leases, unless Agent receives notice, or otherwise becomes aware of, any circumstances that would affect Borrower’s representations and warranties with regard to title to any such Borrowing Base Certificate delivered Oil and Gas Property. Notwithstanding the foregoing, Borrower hereby agrees to provide Agent, within 90 days of this Agreement, an updated title opinion of that certain Title Opinion dated January 27, 1997 prepared by ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, as supplemented by that certain Supplemental Title Opinion dated January June 2, 1998 also prepared by ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, each of which cover State Lease ▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ Field, with such update confirming Marketable Title of such property in accordance with Section 6.1(i)(iithe name of Borrower. (g) after the last day of the prior month. In addition, if the Administrative At any time that Borrower performs any impairment calculation due proposes to GAAP requirements or otherwise and such impairment calculation shows a decline in increase the Borrowing Base of more than $35,000,000 from that shown on by adding additional Oil and Gas Properties to the most recently delivered Borrowing Base CertificateOil and Gas Properties pursuant to Section 2.04(f), Borrower may also request that Lenders increase the Administrative Borrower shall provide a Borrowing Base Certificate executed by a Responsible Officer amount of the Administrative Aggregate Revolving Commitments stated on Schedule 2.01(a). At any time that Borrower within five Business Days of makes such impairment calculation giving effect a request it shall promptly provide Agent with such financial information as Agent may request to assist the Agent in evaluating such impairment calculation. (ii) No later than five Business Days following request. Following the receipt of any Net Cash Proceeds such information from an Asset Sale by Borrower, the Administrative Borrower or any Agent shall, with the unanimous approval of the Lenders, subject to all internal approvals of each Lender, and in the normal course of its Subsidiariesbusiness, the Administrative Borrower shall provide make a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereof, executed by a Responsible Officer redetermination of the Administrative Borrower; (iii) The Administrative Aggregate Revolving Commitments, which shall become effective upon written notification from the Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Default, at the Borrowers’ sole cost and expense) make physical verifications of the Borrowing Base Assets new Aggregate Revolving Commitments based on the parameters and other credit factors set out in any manner and through any medium that the Administrative Agent considers advisableSection 2.04(e), and the Administrative Borrower shall furnish all such assistance and information as the Administrative Agent may require in connection therewithabove.

Borrowing Base Determination. (ia) No later than On or prior to the last day Business Day of each calendar monthweek, the Administrative Borrower shall provide deliver to the Administrative Agent (and the Administrative Agent shall promptly deliver a copy of the same to each Lender) a Borrowing Base Certificate as of the last day Business Day of the prior month immediately preceding calendar week and executed by a Responsible Officer of the Borrower. (b) The Borrower agrees that the Administrative Borrower; provided that (i) satisfaction Agent, on behalf of Mortgage Requirements the Lenders, may cause an internal appraiser to conduct and conclude quarterly field audits with respect to Borrowing Base Assets included in such Borrowing Base Certificate Inventory owned by the Grantors at the Borrower's sole cost and expense. The Administrative Agent shall be determined entitled to obtain from time to time as it deems necessary, but not less frequently than annually, new appraisals of the date of such Borrowing Base Certificate and not as Inventory of the last day Grantors performed by an independent third party appraiser selected by the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, and at the sole cost and expense of the prior month Borrower. The Borrower further agrees to use its best efforts to assist each appraiser appointed by the Administrator Agent to conduct and (ii) conclude such Borrowing Base Certificate field audits and appraisals. The Borrower shall give pro forma effect conduct, or shall cause to be conducted, at its reasonable expense, and deliver to the exclusion Administrative Agent for its reasonable approval, such other appraisals, investigations and reviews as the Administrative Agent shall reasonably request for the purpose of determining the Borrowing Base. The Borrower shall furnish to the Administrative Agent any Borrowing Base Asset excluded from information which the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base pursuant including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after the last day of the prior month. In addition, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate executed by a Responsible Officer of the Administrative Borrower within five Business Days of such impairment calculation giving effect to such impairment calculationtherein. (ii) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; (iiic) The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Defaultmay, at the Borrowers’ Borrower's sole cost and expense) , make test verifications of the Accounts and physical verifications of the Borrowing Base Assets Inventory in any manner and through any medium that the Administrative Agent considers advisable, and the Administrative Borrower shall furnish all such assistance and information as the Administrative Agent may require in connection therewith.

Borrowing Base Determination. (ia) No The Borrowers shall furnish to the Administrative Agent no later than the last day Wednesday of each calendar month, week or more frequently as may be requested by the Administrative Borrower shall provide Agent, a Borrowing Base Certificate for each Borrower as of the last day of immediately preceding Friday (or the prior month relevant third preceding Business Day if requested more frequently) executed by a Responsible Officer of each Borrower together with reasonably detailed supporting information and documentation acceptable to the Administrative Borrower; provided that (i) satisfaction Agent. The Administrative Agent shall make reasonable efforts to furnish to the Lenders a copy of Mortgage Requirements with respect to Borrowing Base Assets included in such each Borrowing Base Certificate following receipt thereof from the Borrowers; provided, however, that failure to furnish such a copy will not give rise to a claim or remedy by the Lenders against the Administrative Agent. (b) Each Borrower shall conduct, or shall cause to be determined as conducted, at its expense, and upon request of the date Administrative Agent, and present to the Administrative Agent for approval, such appraisals, investigations and reviews as the Administrative Agent shall reasonably request for the purpose of determining each Borrowing Base, all upon notice and at such times during normal business hours and as often as may be reasonably requested. Each Borrower shall furnish to the Administrative Agent any information which the Administrative Agent may reasonably request regarding the determination and calculation of its Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. (c) The Borrowers shall notify the Administrative Agent in writing promptly upon any Borrower receiving or otherwise gaining knowledge that the Revolving Credit Outstandings in respect of such Borrowing Base Certificate and not as of the last day of the prior month and (ii) such Borrowing Base Certificate shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from the Borrowing Base pursuant to Borrower would result in a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after the last day of the prior month. In addition, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate executed by a Responsible Officer of the Administrative Borrower within five Business Days of such impairment calculation giving effect to such impairment calculationDeficiency. (ii) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; (iiid) The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Defaultmay, at the Borrowers’ ' sole cost and expense) , make test verifications of the Accounts and physical verifications of the Borrowing Base Assets Inventory in any manner and through any medium that the Administrative Agent considers advisable, and the Administrative Borrower Borrowers shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith.

Borrowing Base Determination. (i) No later than 20 days after the last day of each calendar monthmonth or more frequently as requested by the Administrative Agent, the Administrative Borrower Borrowers shall provide a Borrowing Base Certificate as of the last first day of the prior such month executed by a Responsible Officer of the Administrative Borrower; provided Borrowers. The Borrowers agree that (i) satisfaction of Mortgage Requirements with respect to Borrowing Base Assets included in such each Borrowing Base Certificate delivered by the Borrowers shall be determined as accompanied by appropriate supporting data. The Borrowers agree that the Administrative Agent in the process of its verification may determine, in its reasonable discretion, the date of such Borrowing Base Certificate and not as of the last day of the prior month and (ii) such Borrowing Base Certificate shall give pro forma effect particular category to the exclusion of which any Borrowing Base Asset excluded from belongs; and the Borrowing Base pursuant to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after the last day Borrowers further agree that, if Administrative Agent reasonably determines that it would be necessary or desirable, such process of verification may include new Appraisals of the prior month. In additionReal Property, if provided that, unless an Event of Default shall have occurred and be continuing at the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and time such impairment calculation shows a decline in Appraisals are undertaken, Borrowers shall not be liable for the Borrowing Base expense of more than $35,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate executed by a Responsible Officer of the Administrative Borrower within five Business Days of such impairment calculation giving effect to such impairment calculationone Appraisal for each Real Property in any twelve (12) month period. (ii) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; (iii) The Administrative Agent may (prior to the occurrence of a Potential Default or an Event of Default, at its sole cost and expense and with 14 days’ reasonable prior written notice (not to exceed three (3) Business Days) to the Administrative Borrower Borrower, and, after and during the continuance of a Potential Default or an Event of Default, at the Borrowers’ Borrower’s sole cost and expense) make physical verifications of the Borrowing Base Assets in any manner and through any medium that the Administrative Agent considers advisable, and the Administrative Borrower shall furnish all such assistance and information as the Administrative Agent may require in connection therewith.

Borrowing Base Determination. (ia) No The Borrower shall deliver, as soon as available and in any event not later than twenty days after the last day end of each calendar fiscal month, the Administrative Borrower shall provide a Borrowing Base Certificate as of the last day end of the prior such fiscal month executed by a Responsible Officer of the Administrative Borrower; provided that (i) satisfaction of Mortgage Requirements with respect to Borrowing Base Assets included . During a Liquidity Event Period, the Borrower shall deliver, as soon as available and in such Borrowing Base Certificate shall be determined as of any event not later than five Business Days after the date of such Borrowing Base Certificate and not as of end the last day of the prior month and (ii) such each week, an additional Borrowing Base Certificate shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from the Borrowing Base pursuant to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after the last day as of the prior month. In addition, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and end of such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate period (containing available updated figures for Eligible Accounts) executed by a Responsible Officer of the Administrative Borrower within five Business Days of such impairment calculation giving effect to such impairment calculationBorrower. (iib) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by The Borrower shall promptly notify the Administrative Agent in writing in the event that at any time the Borrower receives or any otherwise gains knowledge that (i) the Borrowing Base is less than 90% of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base reflected in the most recent Borrowing Base Certificate based upon delivered pursuant to clause (a) above, (ii) the outstanding Revolving Credit Outstandings exceed the Borrowing Base Certificate most recently as a result of a decrease therein, in effect but giving effect to which case such Asset Sale, including notice shall also include the use amount of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; such excess or (iii) a Liquidity Event Period has begun. (c) The Borrower shall furnish to the Administrative Agent any information that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base. The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Defaultmay, at the Borrowers’ Borrower’s sole cost and expense) , make physical test verifications or reviews of the Borrowing Base Assets Accounts in any manner and through any medium that the Administrative Agent considers advisable, and the Administrative Borrower shall furnish all such assistance and information as the Administrative Agent may require in connection therewith; provided, however, that unless a Liquidity Event Period shall then be in effect, no more than two such test verifications or reviews shall be performed during any calendar year. If there is then in effect a Liquidity Event Period, upon the Administrative Agent’s request and at the expense of the Borrower, the Borrower shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts; provided, however, that unless a Default or Event of Default shall be continuing, the Administrative Agent shall request no more than one such report during any calendar year.

Borrowing Base Determination. (ia) No The Borrower shall deliver, as soon as available and in any event not later than twenty days after the last day end of each calendar fiscal month, the Administrative Borrower shall provide a Borrowing Base Certificate as of the last day end of the prior such fiscal month executed by a Responsible Officer of the Administrative Borrower; provided that (i) satisfaction of Mortgage Requirements with respect to Borrowing Base Assets included . During a Liquidity Event Period, the Borrower shall deliver, as soon as available and in such Borrowing Base Certificate shall be determined as of any event not later than five Business Days after the date of such Borrowing Base Certificate and not as of end the last day of the prior month and (ii) such each week, an additional Borrowing Base Certificate shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from the Borrowing Base pursuant to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after the last day as of the prior month. In additionend of such period (containing available updated figures for Eligible Accounts, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise Eligible Inventory and such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate Eligible Medicaid Supplemental Payments) executed by a Responsible Officer of the Administrative Borrower within five Business Days of such impairment calculation giving effect to such impairment calculationBorrower. (iib) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by The Borrower shall promptly notify the Administrative Agent in writing in the event that at any time the Borrower receives or any otherwise gains knowledge that (i) the Borrowing Base is less than 90% of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base reflected in the most recent Borrowing Base Certificate based upon delivered pursuant to clause (a) above, (ii) the outstanding Revolving Credit Outstandings exceed the Borrowing Base Certificate most recently as a result of a decrease therein, in effect but giving effect to which case such Asset Sale, including notice shall also include the use amount of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; such excess or (iii) a Liquidity Event Period has begun. (c) The Borrower shall furnish to the Administrative Agent any information that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base or in relation to any field examination (including any appraisal, evaluation and other diligence as applicable) or any updates thereof with respect to the Inventory and Accounts (for the purpose of this Section 6.09, including any Accounts relating to the Medicaid Supplemental Payments). The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Defaultmay, at the Borrowers’ Borrower’s sole cost and expense, conduct any field examination (including any appraisal, evaluation and other diligence as applicable) make physical verifications of the Borrowing Base Assets Inventory and Accounts (for the purpose of this Section 6.09, including any Accounts relating to the Medicaid Supplemental Payments) in any manner and through any medium that the Administrative Agent considers advisable, and the Administrative Borrower shall furnish all such assistance and information as the Administrative Agent may require in connection therewith.; provided, however, that unless a Liquidity Event Period shall then be in effect or an Event of Default shall have occurred and is continuing, no more than one such field examination shall be performed during any calendar year. If a Liquidity Event Period shall then be in effect, the Administrative Agent may conduct two (in the aggregate) such field examinations during such calendar year and if an Event of Default shall have occurred and is continuing, there shall be no limitation on the number of field examinations during such calendar year. If a Liquidity Event Period shall then be in effect, and, upon the Administrative Agent’s request and at the expense of the Borrower, the Borrower shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts (including any Accounts relating to the Medicaid Supplemental Payments) and the appraisals and evaluations for the Inventory; provided, however, that unless an Event of Default shall be continuing, the Administrative Agent shall request no more than one such report during any calendar year. AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION

Borrowing Base Determination. (ia) No The Borrower shall deliver, as soon as available and in any event not later than the last day Thursday of each calendar monthweek, the Administrative Borrower shall provide a Borrowing Base Certificate as of the last day close of business on the immediately prior Saturday together with a detailed calculation as to the amount of the prior month Equity Cushion as of such date, each executed by a Responsible Officer of the Administrative Borrower; provided that . (b) The Borrower shall (i) satisfaction use its commercially reasonable efforts to complete third party appraisals in form and substance satisfactory to the Administrative Agent of Mortgage Requirements with respect to Borrowing Base Assets included in such Borrowing Base Certificate shall be determined as all Inventory, Accounts and Installment Contracts of the date of such Borrowing Base Certificate Borrower and not as of its Subsidiaries promptly after the last day of the prior month Closing Date and (ii) such Borrowing Base Certificate conduct, or shall give pro forma effect cause to be conducted, at its expense, and upon request of the Administrative Agent, and present to the exclusion Administrative Agent for approval, such appraisals, investigations and reviews as the Administrative Agent shall request for the purpose of determining the Borrowing Base, all upon notice and at such times during normal business hours and as often as may be reasonably requested; provided, however, that unless a Default or Event of Default shall be continuing, the Administrative Agent shall request no more than four such appraisals, investigations and reviews during any Borrowing Base Asset excluded from calendar year. The Borrower shall furnish to the Administrative Agent any information that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base pursuant including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(iitherein. (c) after the last day of the prior month. In addition, if The Borrower shall promptly notify the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and such impairment calculation shows a decline Agent in writing in the Borrowing Base of more than $35,000,000 from event that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate executed by at any time a Responsible Officer of the Administrative Borrower within five Business Days receives or otherwise gains knowledge that (i) the Borrowing Base is less than 90% of the Borrowing Base reflected in the most recent Borrowing Base Certificate delivered pursuant to clause (a) above or (ii) the outstanding Revolving Credit Outstandings exceed the Borrowing Base as a result of a decrease therein, in which case such notice shall also include the amount of such impairment calculation giving effect to such impairment calculationexcess. (ii) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; (iiid) The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Defaultmay, at the Borrowers’ Borrower's sole cost and expense) , make test verifications of the Accounts and physical verifications of the Borrowing Base Assets Inventory in any manner and through any medium that the Administrative Agent considers advisable, and the Administrative Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. At any time and from time to time, upon the Administrative Agent's request and at the expense of the Borrower, the Borrower shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts; provided, however, that unless a Default or Event of Default shall be continuing, the Administrative Agent shall request no more than four such reports during any calendar year.

Borrowing Base Determination. (ia) No The Borrower shall deliver, as soon as available and in any event not later than the last day Thursday of each calendar monthweek, the Administrative Borrower shall provide a Borrowing Base Certificate as of the last day close of business on the immediately prior month Saturday, each executed by a Responsible Officer of the Borrower. (b) The Borrower shall conduct, or shall cause to be conducted, at its expense and upon request of the Administrative BorrowerAgent, such appraisals, investigations and reviews as the Administrative Agent shall request for the purpose of determining the Borrowing Base, all upon notice and at such times during normal business hours and as often as may be reasonably requested, and all of which appraisals, investigations and reviews shall (if applicable) be prepared by third parties acceptable to and engaged by the Administrative Agent; provided provided, however, that unless a Default or Event of Default shall be continuing, the Administrative Agent shall request (i) satisfaction of Mortgage Requirements no more than four such appraisals, investigations and reviews with respect to Borrowing Base Assets included in such Borrowing Base Certificate shall be determined as the Inventory of the date of such Borrowing Base Certificate Borrower and not as of the last day of the prior month its Subsidiaries and (ii) no more than four such Borrowing Base Certificate shall give pro forma effect appraisals, investigations and reviews with respect to the exclusion Accounts and Installment Contracts of the Borrower and its Subsidiaries, in each case during any Borrowing Base Asset excluded from calendar year; provided, further that, if requested by the Borrower, the Administrative Agent will (unless the Administrative Agent reasonably objects thereto), obtain or conduct such appraisals, investigations and reviews at such additional times as the Borrower may reasonably request (including after the completion of the Borrower's going-out-of-business sale program). The Borrower shall furnish to the Administrative Agent any information that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base pursuant including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(iitherein. (c) after the last day of the prior month. In addition, if The Borrower shall promptly notify the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and such impairment calculation shows a decline Agent in writing in the Borrowing Base of more than $35,000,000 from event that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate executed by at any time a Responsible Officer of the Administrative Borrower within five Business Days receives or otherwise gains knowledge that (i) the Borrowing Base is less than 90% of the Borrowing Base reflected in the most recent Borrowing Base Certificate delivered pursuant to clause (a) above or (ii) the outstanding Revolving Credit Outstandings exceed the Borrowing Base as a result of a decrease therein, in which case such notice shall also include the amount of such impairment calculation giving effect to such impairment calculationexcess. (ii) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; (iiid) The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Defaultmay, at the Borrowers’ Borrower's sole cost and expense) , make test verifications of the Accounts and physical verifications of the Borrowing Base Assets Inventory in any manner and through any medium that the Administrative Agent considers advisable, and the Administrative Borrower shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. At any time and from time to time, upon the Administrative Agent's request and at the expense of the Borrower, the Borrower shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts; provided, however, that unless a Default or Event of Default shall be continuing, the Administrative Agent shall request no more than four such reports during any calendar year.

Borrowing Base Determination. (ia) No The Borrowers shall deliver, as soon as available and in any event not later than the last day Wednesday of each calendar monthweek, the Administrative Borrower shall provide a Borrowing Base Certificate setting forth the Borrowing Base of each Borrower and its Eligible Subsidiaries and the Aggregate Borrowing Base as of the last day end of the prior month previous week executed by a Responsible Officer of each Borrower. (b) Each Borrower shall conduct, or shall cause to be conducted, at its expense and upon request of the Administrative BorrowerAgent, and present to the Administrative Agent for approval, such appraisals, investigations and reviews as the Administrative Agent shall request for the purpose of determining the Borrowing Base of such Borrower and its Eligible Subsidiaries, all upon notice and at such times during normal business hours and as often as may be reasonably requested; provided however, that for the purposes of determining the value of Eligible Equipment and Eligible Real Property on the Closing Date and on the EFTC Joinder Date, such appraisals shall be obtained in accordance with clause (e) below. Each Borrower shall furnish to the Administrative Agent any information that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base of such Borrower and its Eligible Subsidiaries, including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. (c) Each Borrower shall promptly notify the Administrative Agent in writing in the event that at any time such Borrower receives or otherwise gains knowledge that (i) satisfaction of Mortgage Requirements with respect to Borrowing Base Assets included in such Borrowing Base Certificate shall be determined as of the date of such Borrowing Base Certificate and not as of the last day of the prior month and (ii) such Borrowing Base Certificate shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from the Borrowing Base pursuant to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after the last day of the prior month. In addition, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and such impairment calculation shows a decline in the Borrowing Base of more such Borrower and its Eligible Subsidiaries is less than $35,000,000 from that shown on 90% of the Borrowing Base of such Borrower and its Eligible Subsidiaries reflected in the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a recent Borrowing Base Certificate executed for such Borrower delivered pursuant to clause (a) above or (ii) the outstanding Revolving Credit Outstandings owing by such Borrower exceed the Borrowing Base for such Borrower and its Eligible Subsidiaries as a Responsible Officer result of a decrease therein, in which case such notice shall also include, without limitation, the Administrative Borrower within five Business Days amount of such impairment calculation giving effect to such impairment calculationexcess. (ii) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; (iiid) The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Defaultmay, at the Borrowers’ ' sole cost and expense) , make test verifications of the Accounts and physical verifications of the Borrowing Base Assets Inventory in any manner and through any medium that the Administrative Agent considers advisable, and the Administrative each Borrower shall furnish all such assistance and information as the Administrative Agent may require in connection therewith. (e) For the purposes of determining the value of Eligible Equipment and Eligible Real Property in effect on the Closing Date, (i) the orderly liquidation value of the Borrowers' Eligible Equipment shall be determined using the valuations set forth in the appraisal dated November 28, 2000, by Emerald Technology Valuations, LLC (and, in respect of Collateral owned by EFTC or any of its Subsidiaries on the EFTC Joinder Date, using the valuations set forth in a recent appraisal reasonably satisfactory to the Administrative Agent and (ii) the Fair Market Value of the Borrowers' Eligible Real Property shall be determined using the valuations set forth in the appraisal dated November 26, 2000 by CB ▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc., as reflected in the Borrowing Base Certificate delivered to the Administrative Agent prior to the Closing Date (and, in respect of Eligible Real Property (if any) of EFTC or any of its Subsidiaries on the EFTC Joinder Date, using the valuations set forth in a recent appraisal reasonably satisfactory to the Administrative Agent). Such value shall be updated (x) on the first and third anniversaries of the Closing Date, by internal auditors of the Administrative Agent or based on new values obtained as a result of a "desktop review" conducted by a third-party appraiser satisfactory to the Administrative Agent (in each case in form and substance satisfactory to the Administrative Agent) and (y) on the second and fourth anniversaries of the Closing Date, based on new appraisals obtained by the Borrowers at their own expense, and each on form and substance and from an appraiser acceptable to the Administrative Agent.

Borrowing Base Determination. (ia) No later than The Borrowing Base in effect as of the last Closing Date is $10,750,000 relative to the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties and the Monthly Borrowing Base Reduction is $0.00. The Borrowing Base shall be automatically reduced on the first day of each calendar monthmonth by the Monthly Borrowing Base Reduction beginning July 1, 2008. The Borrowing Base and the Monthly Borrowing Base Reduction shall be re-determined from time to time pursuant to the provisions of this Section. (b) On or before each April 1 and October 1, beginning with October 1, 2008, until the Maturity Date, Borrowers shall furnish to Administrative Agent a Reserve Report, which shall set out, as of each preceding January 1 or July 1, as applicable, the Administrative Borrower shall provide a Proved Reserves attributable to the Borrowing Base Certificate as of the last day of the prior month executed Oil and Gas Properties. Each October Reserve Report may be prepared by Borrowers’ engineer and shall be certified by a Responsible Officer of Borrowers. Each April Reserve Report shall be a complete report prepared by independent petroleum engineers or firm of engineers reasonably acceptable to Administrative Agent relating to the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties. Upon receipt of each such Reserve Report or any Reserve Report delivered pursuant to Borrowers’ election under Section 2.04(c) below, Administrative Agent shall make a determination in its sole discretion of the Borrowing Base and the Monthly Borrowing Base Reduction which shall become effective upon approval by the Required Banks (if such determination will decrease the existing Borrowing Base) or all Banks (if such determination will increase or maintain the existing Borrowing Base) and subsequent written notification from Administrative Agent to Borrowers, and which, subject to the other provisions of this Agreement, shall be the Borrowing Base and the Monthly Borrowing Base Reduction until the effective date of the next redetermination of the Borrowing Base and the Monthly Borrowing Base 1335940v11 Reduction as set out in this Section 2.04. A Bank’s failure to disapprove of Administrative Agent’s determination within fifteen (15) days by delivery of an alternative proposed Borrowing Base and Monthly Borrowing Base Reduction shall be deemed such Bank’s approval of Administrative Agent’s determination. For any Oil and Gas Properties which are being acquired by Loan Parties to be included as Borrowing Base Oil and Gas Properties, Administrative Agent shall be satisfied in its reasonable discretion that Borrowers are acquiring Marketable Title in addition to satisfying all other conditions relating to ownership and transfer of Borrowing Base Oil and Gas Properties. Administrative Agent may, subject to approval of the Required Banks, and must, upon the request of the Required Banks, redetermine the Borrowing Base and the Monthly Borrowing Base Reduction at any time, and from time to time, which redetermination shall be at Administrative Agent’s sole discretion and shall become effective upon approval by the Required Bank (if such determination will decrease the existing Borrowing Base) or all Banks (if such determination will increase or maintain the existing Borrowing Base) and subsequent written notification from Administrative Agent to Borrowers and which, subject to the other provisions of this Agreement, shall be the Borrowing Base and the Monthly Borrowing Base Reduction until the effective date of the next redetermination of the Borrowing Base and the Monthly Borrowing Base Reduction, as set out in this Section 2.04; provided, that Administrative Agent shall not request more than one (1) unscheduled Borrowing Base and the Monthly Borrowing Base Reduction redetermination between the scheduled redetermination dates and, provided further, that a Bank’s failure to disapprove of Administrative Agent’s determination within fifteen (15) days by delivery of an alternative proposed Borrowing Base and Monthly Borrowing Base Reduction shall be deemed such Bank’s approval of Administrative Agent’s determination. With respect to any unscheduled Borrowing Base and Monthly Borrowing Base Reduction redetermination, Administrative Agent may request in writing that the Borrowers provide a Reserve Report regarding the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties with an effective date not more than ninety (90) days prior to Borrowers’ delivery of such Reserve Report to Administrative Agent, and such Reserve Report shall be delivered to Administrative Agent within ninety (90) days after Borrowers’ receipt of such written request. (c) Borrowers shall have the right to request, by written notice to Administrative Agent, one unscheduled redetermination of the Borrowing Base and the Monthly Borrowing Base Reduction between the scheduled redetermination dates described in Section 2.04(b). For unscheduled redeterminations requested by Borrowers of the Borrowing Base and the Monthly Borrowing Base Reduction, Administrative Agent shall request in writing that Borrowers provide an unscheduled Reserve Report regarding the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties with an effective date not more than ninety days prior to Borrowers’ delivery of such Reserve Report to Administrative Agent, and such Reserve Report shall be delivered to Administrative Agent within thirty days after Borrower; provided that ’s receipt of such written request. Immediately upon redetermination of the Borrowing Base by Administrative Agent under Section 2.04, Borrowers shall pay to Administrative Agent an engineering fee as set forth in Section 2.08(c). 1335940v11 (d) If at any time the Required Banks or all the Banks, as the case may be, cannot otherwise agree on a redetermination of the Borrowing Base, then the Borrowing Base shall be set (i) satisfaction on the basis of Mortgage Requirements the lowest Borrowing Base approved by a Bank and communicated to Administrative Agent in writing if such lowest approved Borrowing Base increases the Borrowing Base; or (ii) on the basis of the highest approved Borrowing Base acceptable to a sufficient number of Banks to constitute Required Banks without increasing the Borrowing Base, as applicable. If the Borrowing Base is set based on the lowest approved Borrowing Base, such redetermination shall be deemed to be approved by all of the Banks, and if the Borrowing Base is set based on the highest approved Borrowing Base acceptable to a sufficient number of Banks to constitute Required Banks, such redetermination shall be deemed to be approved by the Required Bank. However, the amount of the Borrowing Base shall never be (y) increased or reaffirmed at any time without the unanimous consent or deemed consent of the Banks or (z) increased above the Administrative Agent’s proposed Borrowing Base, notwithstanding anything in this Agreement to the contrary. Determinations of the Borrowing Base shall be conclusive as to the Banks and the Borrowers. There is no duty, implied or explicit, of the Banks ever to increase the Borrowing Base. (e) The Borrowing Base shall represent the Required Banks’ approval of the Administrative Agent’s determination, or the determination of the Bank approving the lowest Borrowing Base, if applicable, or the determination of the Required Banks approving the highest Borrowing Base without increasing the Borrowing Base, if applicable, in accordance with their customary lending practices, of the maximum Loan amount that may be supported by the Borrowing Base Oil and Gas Properties, and the Borrowers acknowledge, for purposes of this Agreement, such determination by the Administrative Agent, or the lowest approved Borrowing Base by a Required Bank, as being the maximum Loan amount under this Agreement that can be supported by the Borrowing Base Oil and Gas Properties. In exercising their discretion in redetermination of the Borrowing Base and the Monthly Borrowing Base Reduction, the Administrative Agent and the other Banks shall consistently apply the parameters and other credit factors then generally being utilized by the Administrative Agent and each such Bank, respectively, for Borrowing Base redeterminations at the time for other similarly situated borrowers based, in part, upon the Reserve Report with respect to the Borrowing Base Assets included in such Oil and Gas Properties. The Borrowers, the Banks and the Administrative Agent acknowledge that (a) due to the uncertainties of the oil and gas extraction process, the Borrowing Base Certificate Oil and Gas Properties are not subject to evaluation with a high degree of accuracy and are subject to potential rapid deterioration in value, and (b) for this reason and the difficulties and expenses involved in liquidating and collecting against the Borrowing Base Oil and Gas Properties, the Administrative Agent’s determination of the maximum Loan amount with respect to the Borrowing Base Oil and Gas Properties contains an equity cushion, which equity cushion is acknowledged by the Borrowers as essential for the adequate protection of the Banks. (f) Borrowers may, from time to time upon written notice to Administrative Agent, propose to add Oil and Gas Properties of Loan Parties to the Borrowing Base Oil and Gas Properties. Any such proposal to add Oil and Gas Properties of Loan Parties to the Borrowing Base Oil and Gas Properties shall be determined as accompanied by a Reserve Report 1335940v11 applicable to such properties that conforms to the requirements of this Section 2.04, and evidence sufficient to establish that Loan Parties have, or concurrently with the increase in the Borrowing Base will have Marketable Title to such Oil and Gas Properties, and any such addition shall become effective at such time as: (a) Administrative Agent has made a determination of the date amount by which the Borrowing Base would be increased as the result of such Borrowing Base Certificate addition, (b) the conditions set out in Article IV hereof, to the extent they are applicable to such additional Oil and not as Gas Properties of the last day of the prior month Loan Parties, have been satisfied, and (iic) such Borrowing Base Certificate shall give pro forma effect to unanimous approval of all the exclusion of any Borrowing Base Asset excluded from Banks. In determining the increase in the Borrowing Base pursuant to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after the last day of the prior month. In additionthis Section, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate executed by a Responsible Officer of the Administrative Borrower within five Business Days of such impairment calculation giving effect to such impairment calculation. (ii) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; (iii) The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Default, at the Borrowers’ sole cost and expense) make physical verifications of the Borrowing Base Assets in any manner and through any medium that the Administrative Agent considers advisable, and the Administrative Borrower Banks shall furnish all such assistance apply the parameters and information as the Administrative Agent may require other credit factors set out in connection therewiththis Section 2.04.

Borrowing Base Determination. (ia) No The Borrowers shall furnish to the Administrative Agent no later than the last day Wednesday of each calendar month, week or more frequently as may be requested by the Administrative Borrower shall provide Agent, a Borrowing Base Certificate for each Borrower as of the last day of immediately preceding Friday (or the prior month relevant third preceding Business Day if requested more frequently) executed by a Responsible Officer of each Borrower together with reasonably detailed supporting information and documentation acceptable to the Administrative Borrower; provided that (i) satisfaction Agent. The Administrative Agent shall make reasonable efforts to furnish to the Lenders a copy of Mortgage Requirements with respect to Borrowing Base Assets included in such each Borrowing Base Certificate following receipt thereof from the Borrowers; provided, however, that failure to furnish such a copy will not give rise to a claim or remedy by the Lenders against the Administrative Agent. (b) Each Borrower shall conduct, or shall cause to be determined as conducted, at its expense, and upon request of the date Administrative Agent, and present to the Administrative Agent for approval, such appraisals, investigations and reviews as the Administrative Agent shall reasonably request for the purpose of determining each Borrowing Base, all upon notice and at such times during normal business hours and as often as may be reasonably requested. Each Borrower shall furnish to the Administrative Agent any information which the Administrative Agent may reasonably request regarding the determination and calculation of its Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. (c) The Borrowers shall notify the Administrative Agent in writing promptly upon any Borrower receiving or otherwise gaining knowledge that the Revolving Credit Outstandings in respect of such Borrowing Base Certificate and not as of the last day of the prior month and (ii) such Borrowing Base Certificate shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from the Borrowing Base pursuant to Borrower would result in a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after the last day of the prior month. In addition, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate executed by a Responsible Officer of the Administrative Borrower within five Business Days of such impairment calculation giving effect to such impairment calculationDeficiency. (ii) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; (iiid) The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Defaultmay, at the Borrowers’ sole cost and expense) , make test verifications of the Accounts and physical verifications of the Borrowing Base Assets Inventory in any manner and through any medium that the Administrative Agent considers advisable, and the Administrative Borrower Borrowers shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith.

Borrowing Base Determination. (a) The Company may deliver from time to time a Borrowing Base Certificate, but in any event shall deliver a Borrowing Base Certificate (i) No as soon as available but in any event not later than 15 days after the end of each fiscal month and (ii) during a Liquidity Event Period or if an Event of Default has occurred and is continuing, not later than 5 days after the end the last day of each calendar monthweek (containing available updated figures for Eligible Receivables but not, the Administrative Borrower shall provide a Borrowing Base Certificate as of the last day of the prior month executed by a Responsible Officer of the Administrative Borrower; provided that (i) satisfaction of Mortgage Requirements with respect to Borrowing Base Assets included unless otherwise available, Eligible Inventory), in such Borrowing Base Certificate shall be determined as of the date of such Borrowing Base Certificate and not as of the last day of the prior month and (ii) such Borrowing Base Certificate shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from the Borrowing Base pursuant to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after the last day of the prior month. In addition, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate executed by a Responsible Officer of the Administrative Borrower within five Business Days of such impairment calculation giving effect to such impairment calculation. (ii) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereofeach case, executed by a Responsible Officer of the Company. (b) The Company may and, upon request of the Multi-Currency Administrative Borrower;Agent, shall conduct, or cause to be conducted, at its expense, and present to the Multi-Currency Administrative Agent for approval, such Appraisals, investigations and reviews as the Multi-Currency Administrative Agent shall request for the purpose of determining the Borrowing Base, all upon reasonable notice and at such times during normal business hours and as often as may be reasonably requested; provided, however, that unless a Default or Event of Default shall be continuing, the Multi-Currency Administrative Agent shall request no more than four such Appraisals, investigations and reviews during any calendar year. The Company shall furnish to the Multi-Currency Administrative Agent any information that the Multi-Currency Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of the Accounts referred to therein. (c) The Company shall promptly notify the Multi-Currency Administrative Agent in writing in the event that at any time the Company receives or otherwise gains knowledge that (i) the Borrowing Base is less than 90% of the Borrowing Base reflected in the most recent Borrowing Base Certificate delivered pursuant to clause (a) above, (ii) the outstanding Aggregate Outstanding Multi-Currency Extensions of Credit exceed the Maximum Multi-Currency Availability as a result of a decrease therein, in which case such notice shall also include the amount of such excess or (iii) a Liquidity Event Period has begun. (d) The Multi-Currency Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Defaultmay, at the Borrowers’ Company’s sole cost and expense) , make test verifications of the Accounts and physical verifications of the Borrowing Base Assets Inventory in any manner and through any medium that the Multi-Currency Administrative Agent reasonably considers advisable, and the Administrative Borrower Company shall furnish all such assistance and information as the Multi-Currency Administrative Agent may reasonably require in connection therewith; provided, however, that unless a Default or Event of Default shall be continuing, the Multi-Currency Administrative Agent shall request no more than four such verifications during any calendar year. At any time and from time to time, upon the Multi-Currency Administrative Agent’s request and at the expense of the Company, the Company shall cause independent public accountants or others reasonably satisfactory to the Multi-Currency Administrative Agent to furnish to the Multi-Currency Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts; provided, further, that unless a Default or Event of Default shall be continuing, (i) the Multi-Currency Administrative Agent shall request no more than four such reports during any calendar year and (ii) the Multi-Currency Administrative Agent shall request reports showing reconciliations only at the end of a fiscal quarter.

Borrowing Base Determination. (ia) No The Borrower shall deliver, as soon as available and in any event not later than twenty days after the last day end of each calendar fiscal month, the Administrative Borrower shall provide a Borrowing Base Certificate as of the last day end of the prior such fiscal month executed by a Responsible Officer of the Administrative Borrower; provided that (i) satisfaction of Mortgage Requirements with respect to Borrowing Base Assets included . During a Liquidity Event Period, the Borrower shall deliver, as soon as available and in such Borrowing Base Certificate shall be determined as of any event not later than five Business Days after the date of such Borrowing Base Certificate and not as of end the last day of the prior month and (ii) such each week, an additional Borrowing Base Certificate shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from the Borrowing Base pursuant to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after the last day as of the prior month. In addition, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and end of such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate period (containing available updated figures for Eligible Accounts) executed by a Responsible Officer of the Administrative Borrower within five Business Days of such impairment calculation giving effect to such impairment calculationBorrower. (iib) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by The Borrower shall promptly notify the Administrative Agent in writing in the event that at any time the Borrower receives or any otherwise gains knowledge that (i) the Borrowing Base is less than 90% of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base reflected in the most recent Borrowing Base Certificate based upon delivered pursuant to clause (a) above, (ii) the outstanding Revolving Credit Outstandings exceed the Borrowing Base Certificate most recently as a result of a decrease therein, in effect but giving effect to which case such Asset Sale, including notice shall also include the use amount of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; such excess or (iii) a Liquidity Event Period has begun. AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION (c) The Borrower shall furnish to the Administrative Agent any information that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base. The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Defaultmay, at the Borrowers’ Borrower’s sole cost and expense) , make physical test verifications or reviews of the Borrowing Base Assets Accounts in any manner and through any medium that the Administrative Agent considers advisable, and the Administrative Borrower shall furnish all such assistance and information as the Administrative Agent may require in connection therewith; provided, however, that unless either (i) the Available Credit shall be less than $200,000,000 and/or (ii) a Liquidity Event Period shall then be in effect, no more than one such test verification or review shall be performed during any calendar year, provided, however, the Administrative Agent may also require a “desk top” review during such calendar year. If the Available Credit shall be less than $200,000,000, the Administrative Agent may conduct two such test verifications or reviews during such calendar year. If a Liquidity Event Period shall then be in effect, the Administrative Agent may conduct such test verifications or reviews at its discretion and, upon the Administrative Agent’s request and at the expense of the Borrower, the Borrower shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts; provided, however, that unless a Default or Event of Default shall be continuing, the Administrative Agent shall request no more than one such report during any calendar year.

Borrowing Base Determination. (ia) No later Not less than the last day of once each calendar monthweek, the Administrative Borrower shall provide deliver to the Administrative Agent a Borrowing Base Certificate Certificate, as of the last Business Day immediately prior to the day of the prior month delivery and executed by a Responsible Officer of Group. (b) Group and the Administrative Borrower; provided that Borrower agree (i) satisfaction that the Administrative Agent, on behalf of Mortgage Requirements the Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude quarterly field audits with respect to Borrowing Base Assets included in such Borrowing Base Certificate shall be determined as of the date of such Borrowing Base Certificate and not as of the last day of the prior month Inventory owned by any Loan Party and (ii) such Borrowing Base Certificate Group shall give pro forma effect conduct, or shall cause to be conducted, and upon request of the Administrative Agent, and present to the exclusion Administrative Agent for approval, such appraisals and reviews as the Administrative Agent shall reasonably request, all upon notice and at such times during normal business hours and as often as may be reasonably requested, in each case at the expense of Group and for the purpose of determining the Borrowing Base. Group and the Borrower shall furnish to the Administrative Agent any Borrowing Base Asset excluded from information which the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base pursuant including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after therein. Group and the last day of the prior month. In addition, if Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the Administrative Borrower performs any impairment calculation due Agent to GAAP requirements or otherwise conduct and conclude such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate executed by a Responsible Officer of the Administrative Borrower within five Business Days of such impairment calculation giving effect to such impairment calculationfield audits. (ii) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; (iiic) The Administrative Agent may (prior to the occurrence of an Event of Defaultmay, at its the sole cost and expense of Group and with 14 days’ prior written notice to the Administrative Borrower andBorrower, after and during the continuance of an Event of Default, at the Borrowers’ sole cost and expense) make physical test verifications of the Borrowing Base Assets Accounts in any manner and through any medium that the Administrative Agent considers advisable, and Group and the Administrative Borrower shall furnish all such assistance and information as the Administrative Agent may require in connection therewith. (d) Each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the Agents to conduct and conclude (i) field audits with respect to Inventory owned by any Loan Party not more frequently than four times in any 12 month-period and (ii) Appraisals, as reasonably requested by the Administrative Agent (which, in the case of Inventory and Receivables shall be conducted not less frequently than once during each 12 month-period), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each week, the Borrower shall deliver to the Administrative Agent a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents (or such other Persons as the Agents may reasonably consent to) that constitute Secured Obligations as of such date;

Borrowing Base Determination. (ia) No later than The Applicable Memec Parent shall conduct, or shall cause to be conducted, at its expense, and upon request of the last day Senior A Facility Agent, and present to the Senior A Facility Agent for approval, such appraisals, investigations and reviews as the Senior A Facility Agent shall request for the purpose of each calendar monthdetermining the Borrowing Base, the Administrative all upon notice and at such times during normal business hours and as often as may be reasonably requested. Each Borrower shall provide a furnish to the Senior A Facility Agent any information which the Senior A Facility Agent may reasonably request regarding the determination and calculation of the Borrowing Base Certificate as including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the last day identity of all Account Debtors in respect of Accounts referred to therein. (b) The Applicable Memec Parent shall promptly notify the prior month executed by a Responsible Officer of Senior A Facility Agent in writing in the Administrative Borrower; provided event that at any time the Applicable Memec Parent receives or otherwise gains or should have received or otherwise gained knowledge that (i) satisfaction of Mortgage Requirements with respect to the Borrowing Base Assets included is less than 90% of the Borrowing Base reflected in such the most recent Borrowing Base Certificate shall be determined delivered pursuant to Section 6.1(h), (ii) the sum of (A) the outstanding Revolving Credit Outstandings plus (B) the Term Loan A Outstandings exceed the Borrowing Base as a result of a decrease therein, and the amount of such excess, or (iii) the aggregate amount of (x) the gross Inventory plus (y) the gross Accounts of the date Material Subsidiaries is less than 150% of such all drawings under the Facilities. (c) The Collateral Agent, or its representatives or professionals (including consultants, accountants and appraisers) retained or employed by the Facility Agents or the Collateral Agent, may at any time at the Applicable Memec Parent’s sole cost and expense (including, for the avoidance of doubt, the fees and expenses associated with services performed by the Facility Agents or the Collateral Agent for purposes of monitoring the Collateral and the Borrowing Base Certificate as set forth in the Fee Letters), (i) conduct evaluations and not as appraisals of the last day Borrowers’ practices in the computation of the prior month Borrowing Base and inspect, evaluate and appraise the Loan Parties’ operating facilities and (ii) such Borrowing Base Certificate shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from the Borrowing Base pursuant to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after the last day make test verifications of the prior month. In addition, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise Accounts and such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate executed by a Responsible Officer of the Administrative Borrower within five Business Days of such impairment calculation giving effect to such impairment calculation. (ii) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; (iii) The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Default, at the Borrowers’ sole cost and expense) make physical verifications of the Borrowing Base Assets Inventory and Accounts in any manner and through any medium that the Administrative Facility Agents or the Collateral Agent reasonably considers advisable, and the Administrative each Borrower shall furnish all such assistance and information as the Administrative Agent Facility Agents may reasonably require in connection therewith.

Borrowing Base Determination. (ia) No later than Subject to the last applicable provisions of Article IV, the Borrowing Base in effect during the Initial Period is equal to $18,000,000 and the Monthly Borrowing Base Reduction is equal to $0.00. The Borrowing Base and the Monthly Borrowing Base Reduction for all periods subsequent to the Initial Period will be based upon the Reserve Reports provided by the Borrower relative to the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties described on Exhibit B, which will be provided to Administrative Agent from time to time. The Borrowing Base and the Monthly Borrowing Base Reduction shall be re-determined from time to time pursuant to the provisions of this Section. The Borrowing Base in effect subsequent to the Initial Period shall automatically be reduced on the first day of each calendar monthmonth by the Monthly Borrowing Base Reduction. (b) On or before each April 1 and October 1 commencing April 1, 2005, until the Maturity Date, the Administrative Borrower shall provide furnish to the Administrative Agent a Reserve Report, which shall set out, as of each preceding January 1 or July 1, as applicable, the Proved Reserves attributable to the Borrowing Base Certificate as of Oil and Gas Properties. Each October Reserve Report may be prepared by the last day of Borrower’s own engineers and shall be certified by the prior month executed by a President or other Responsible Officer of the Borrower. Each April Reserve Report shall be a complete report prepared by independent reservoir engineers acceptable to Administrative Agent relating to the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties. Upon receipt of each such Reserve Report, the Administrative Agent shall make a determination of the Borrowing Base and the Monthly Borrowing Base Reduction which shall become effective upon approval by the Required Lenders and subsequent written notification from the Administrative Agent to the Borrower, and which, subject to the other provisions of this Agreement, shall be the Borrowing Base and the Monthly Borrowing Base Reduction until the effective date of the next redetermination of the Borrowing Base as set out in this Section 2.04. For any Oil and Gas Properties which are being acquired by Borrower to be included as Borrowing Base Oil and Gas Properties, Administrative Agent shall be satisfied in its sole discretion that Borrower is acquiring Marketable Title in addition to satisfying all other conditions relating to ownership and transfer of Borrowing Base Oil and Gas Properties. The Administrative Agent may, subject to approval of the Required Lenders, and must, upon the request of the Required Lenders, redetermine the Borrowing Base and the Monthly Borrowing Base Reduction at any time, and from time to time, which redetermination shall become effective upon approval by the Required Lenders and subsequent written notification from the Administrative Agent to the Borrower and which, subject to the other provisions of this Agreement, shall be the basis on which the Borrowing Base and the Monthly Borrowing Base Reduction shall thereafter be calculated until the effective date of the next redetermination of the Borrowing Base and the Monthly Borrowing Base Reduction, as set out in this Section; provided that, that the Required Lenders shall not request more than one (1) unscheduled Borrowing Base and the Monthly Borrowing Base Reduction redetermination for every scheduled redetermination. (c) The Administrative Agent shall have the right to initiate no more than one (1) unscheduled redeterminations of the Borrowing Base between the scheduled redetermination dates described in Section 2.04(b) by requesting in writing that the Borrower provide an unscheduled Reserve Report regarding the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties with an effective date not more than ninety days prior to Borrower’s delivery of such Reserve Report to Administrative Agent, and such Reserve Report shall be delivered to Administrative Agent within thirty days after Borrower’s receipt of such written request during the term of this Agreement. The Borrower shall have the right to request, by written notice to Administrative Agent, one unscheduled redetermination of the Borrowing Base and the Monthly Borrowing Base Reduction during any twelve-month consecutive period, subject to contemporaneously providing to Administrative Agent a Reserve Report with an effective date not more than ninety days prior to the date of such notice. (d) If at any time the Required Lenders cannot otherwise agree on a redetermination of the Borrowing Base and the Monthly Borrowing Base Reduction, then the Borrowing Base, shall be set on the basis of the Administrative Agent’s calculation of the “weighted arithmetic average” (as hereinafter calculated) of the Borrowing Base and the Monthly Borrowing Base Reduction, as determined by each individual Lender and communicated to Administrative Agent in writing. However, the amount of the Borrowing Base shall never be increased at any time without the unanimous consent of all the Lenders, notwithstanding anything else herein to the contrary. For purposes of this paragraph, the “weighted arithmetic average” of the Borrowing Base shall be determined by first multiplying the Borrowing Base proposed in writing to Administrative Agent by each Lender by such Lender’s Pro Rata Share, and then adding the results of each such calculation, with the resultant sum being the Borrowing Base. (e) The Borrowing Base shall represent the Required Lenders’ approval (except where unanimous consent is required) of the Administrative Agent’s determination, in accordance with their customary lending practices, of the maximum loan amount that may be supported by the Borrowing Base Oil and Gas Properties and the Borrower acknowledges, for purposes of this Agreement, such determination by the Administrative Agent as being the maximum loan amount that may be supported by the Borrowing Base Oil and Gas Properties. In making any redetermination of the Borrowing Base, the Administrative Agent and the Lenders shall apply the parameters and other credit factors consistently applied then generally being utilized by the Administrative Agent and each such Lender, respectively, for Borrowing Base redeterminations for other similarly situated borrowers. The Borrower, Lenders and the Administrative Agent acknowledge that (i) satisfaction due to the uncertainties of Mortgage Requirements with respect to the oil and gas extraction process, the Borrowing Base Assets included Oil and Gas Properties are not subject to evaluation with a high degree of accuracy and are subject to potential rapid deterioration in such Borrowing Base Certificate shall be determined as of the date of such Borrowing Base Certificate and not as of the last day of the prior month value, and (ii) such for this reason and the difficulties and expenses involved in liquidating and collecting against the Borrowing Base Certificate shall give pro forma effect Oil and Gas Properties, the Administrative Agent’s determination of the maximum loan amount with respect to the exclusion of any Borrowing Base Asset excluded Oil and Gas Properties contains an equity cushion, which equity cushion is acknowledged by the Borrower as essential for the adequate protection of the Lenders. (f) The Borrower may, from time to time upon written notice to the Administrative Agent, propose to add Oil and Gas Properties of the Borrower to the Borrowing Base Oil and Gas Properties. Any such proposal to add Oil and Gas Properties of the Borrower to the Borrowing Base Oil and Gas Properties shall be accompanied by a Reserve Report applicable to such properties that conforms to the requirements of Section 2.04, and evidence sufficient to establish that the Borrower has Marketable Title to such Oil and Gas Properties, and any such addition shall become effective at such time as: (a) the Administrative Agent, with the approval of the Lenders, has made a determination of the amount by which the Borrowing Base would be increased as the result of such addition and (b) the conditions set out in Article IV hereof, to the extent they are applicable to such additional Oil and Gas Properties of the Borrower, have been satisfied. In determining the increase in the Borrowing Base pursuant to a this Section, the Administrative Agent and the Lenders shall apply the parameters and other credit factors set out in Section 2.04, above. Agent and Lenders hereby acknowledge and agree that the title is sufficient for the current Leases that have been subject to review by Agent or its counsel and no updated or endorsement will be required at any time for any production under the such Leases, unless Agent receives notice, or otherwise becomes aware of, any circumstances that would affect Borrower’s representations and warranties with regard to title to any such Borrowing Base Certificate delivered Oil and Gas Property. Notwithstanding the foregoing, Borrower hereby agrees to provide Agent, within 60 days of this Agreement, an updated title opinion of that certain Title Opinion dated January 27, 1997 prepared by ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, as supplemented by that certain Supplemental Title Opinion dated January June 2, 1998 also prepared by ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, each of which cover State Lease ▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ Fielding, with such update confirming Marketable Title of such property in accordance with Section 6.1(i)(iithe name of Borrower. (g) after the last day of the prior month. In addition, if the Administrative At any time that Borrower performs any impairment calculation due proposes to GAAP requirements or otherwise and such impairment calculation shows a decline in increase the Borrowing Base of more than $35,000,000 from that shown on by adding additional Oil and Gas Properties to the most recently delivered Borrowing Base CertificateOil and Gas Properties pursuant to Section 2.04(f), Borrower may also request that Lenders increase the amount of the Aggregate Commitments stated on Schedule 2.01. At any time that Borrower makes such a request it shall promptly provide Administrative Agent with such financial information as Administrative Agent may request to assist the Administrative Agent in evaluating such request. Following the receipt of such information from Borrower, the Administrative Borrower shall provide a Borrowing Base Certificate executed by a Responsible Officer Agent shall, with the unanimous approval of the Administrative Borrower within five Business Days Lenders, subject to all internal approvals of such impairment calculation giving effect to such impairment calculation. (ii) No later than five Business Days following each Lender, and in the receipt of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any normal course of its Subsidiariesbusiness, the Administrative Borrower shall provide make a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereof, executed by a Responsible Officer redetermination of the Administrative Borrower; (iii) The Administrative Agent may (prior to the occurrence of an Event of DefaultAggregate Commitments, at its sole cost and expense and with 14 days’ prior which shall become effective upon written notice to the Administrative Borrower and, after and during the continuance of an Event of Default, at the Borrowers’ sole cost and expense) make physical verifications of the Borrowing Base Assets in any manner and through any medium that notification from the Administrative Agent considers advisableto Borrower of the new Aggregate Commitments based on the parameters and other credit factors set out in Section 2.04(e), and the Administrative Borrower shall furnish all such assistance and information as the Administrative Agent may require in connection therewithabove.

Borrowing Base Determination. (ia) No later than Borrower Agent shall provide Administrative Agent with the last day following documents in a form reasonably satisfactory to Administrative Agent as soon as possible after the end of each calendar monthfiscal month (but in any event within fifteen (15) Business Days after the end thereof) so long as no Default or Event of Default exists and Excess Availability shall be greater than $20,000,000 (and more frequently as Administrative Agent may require at any time a Default or Event of Default exists or Excess Availability is less than $20,000,000), the Administrative Borrower shall provide a Borrowing Base Certificate setting forth the calculation of the Borrowing Base as of the last day Business Day of the prior month immediately preceding applicable period as to the Accounts and Eligible Inventory, duly completed and executed by a Responsible Officer of the Administrative Borrower; provided that (i) satisfaction Borrower Agent, together with all schedules required pursuant to the terms of Mortgage Requirements with respect to the Borrowing Base Assets included Certificate duly completed; (b) The Borrowers shall conduct, or shall cause to be conducted, at their reasonable expense and upon request of the Administrative Agent, and present to the Administrative Agent for approval, updates to the Initial Inventory Appraisal that shall be in such form and substance and from third-party appraisers reasonably acceptable to the Administrative Agent (the “Updated Inventory Appraisal”) for the purpose of determining the amount of the Borrowing Base attributable to Inventory; provided, however, that as long as no Default or Event of Default exists and is continuing and as long as Excess Availability is greater than $20,000,000, the Borrowers shall not be required to conduct Updated Inventory Appraisals more than (x) 0 times in any period of 12 consecutive months if no Obligations are outstanding under this Facility, (y) once in any period of 12 consecutive months if Obligations are outstanding under this Facility, and (z) twice in any period of 12 consecutive months if Excess Availability is less than $20,000,000; (c) The Administrative Agent may carry out investigations and reviews of each Loan Parties’ property at the reasonable expense of the Borrowers (including field audits conducted by the Administrative Agent) (“Field Examination”); provided, however, that as long as no Default or Event of Default exists and is continuing and as long as Excess Availability is greater than $20,000,000, the Administrative Agent shall carry out Field Examinations, no more than (x) 0 times in any period of 12 consecutive months if no Obligations are outstanding under this Facility, (y) one time in any period of 12 consecutive months if Obligations are outstanding under this Facility, and (z) twice in any period of 12 consecutive months if Excess Availability is less than $20,000,000. The Borrowers shall furnish to the Administrative Agent any information that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. (d) Concurrent with delivery to the agent under the Term Loan Facility, or at any time as Administrative Agent may request at Borrowers’ expense on or after an Event of Default has occurred and is continuing, deliver or cause to be delivered to Administrative Agent written appraisals as to the Intellectual Property. (e) Nothing contained in any Borrowing Base Certificate shall be determined as deemed to limit, impair or otherwise affect the rights of the date Administrative Agent contained herein and in the event of such any conflict or inconsistency between the calculation of the Borrowing Base as set forth in any Borrowing Base Certificate and not as determined by Administrative Agent in its good faith, the determination of Administrative Agent shall govern and be conclusive and binding upon Borrowers and Guarantors, absent manifest error. Without limiting the foregoing, Borrowers shall furnish to Administrative Agent any information which Administrative Agent may reasonably request regarding the determination and calculation of any of the last day of the prior month and (ii) such Borrowing Base Certificate shall give pro forma effect to the exclusion of amounts set forth in any Borrowing Base Asset excluded from the Certificate. The Borrowing Base may be adjusted based on the information set forth in the reports received by Administrative Agent pursuant to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii6.11(a)(i) after the last day of the prior month. In addition, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate executed by a Responsible Officer of the Administrative Borrower within five Business Days of such impairment calculation giving effect to such impairment calculationabove. (ii) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; (iii) The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Default, at the Borrowers’ sole cost and expense) make physical verifications of the Borrowing Base Assets in any manner and through any medium that the Administrative Agent considers advisable, and the Administrative Borrower shall furnish all such assistance and information as the Administrative Agent may require in connection therewith.

Borrowing Base Determination. The Borrowing Base in effect as of the Closing is One Hundred Million Dollars (i) No later than $100,000,000.00). The Borrowing Base shall be re-determined from time to time pursuant to the last day following provisions of each calendar monththis Section. On or before April 1, 2002, the Borrower shall furnish to the Administrative Agent information sufficient to update to an effective date of January 1, 2002, the most recent petroleum engineering reports provided to the Administrative Agent prior to Closing relative to the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties. Upon receipt of such information, the Administrative Agent shall, in the normal course of business make a determination of the Borrowing Base, which shall become effective upon approval by the Required Banks and subsequent written notification from the Administrative Agent to the Borrower, and which, subject to the other provisions of this Agreement, shall be the basis on which the Borrowing Base shall thereafter be calculated until the effective date of the next redetermination of the Borrowing Base as set forth in this Section. Thereafter, on or before each April 1 and October 1 until the Facility Termination Date, beginning October 1, 2002, the Borrower shall provide furnish to the Administrative Agent a report, in form and substance satisfactory to the Administrative Agent, which report shall set forth, as of each preceding January 1 or July 1, as applicable, the Proved Reserves attributable to the Borrowing Base Certificate as Oil and Gas Properties. Each report to be provided on or before each April 1 shall be a complete report relating to the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties prepared by an independent petroleum engineer or firm of engineers reasonably satisfactory to the last day of Administrative Agent. Each report to be provided on or before each October 1 shall simply update the prior month executed previous complete report, and may be prepared by a Responsible the Borrower's own engineers and shall be certified by the President or Chief Financial Officer of the Borrower. Upon receipt of each such report, the Administrative Borrower; provided that (i) satisfaction Agent shall, in the normal course of Mortgage Requirements with respect to business, make a determination of the Borrowing Base Assets included in such which shall become effective upon approval by the Required Banks and subsequent written notification from the Administrative Agent to the Borrower, and which, subject to the other provisions of this Agreement, shall be the basis on which the Borrowing Base Certificate shall thereafter be calculated until the effective date of the next redetermination of the Borrowing Base as set forth in this Section 2.06. The Administrative Agent may, subject to approval of the Required Banks, and must, upon the request of the Required Banks, redetermine the Borrowing Base at any time, and from time to time, which redetermination shall become effective upon approval by the Required Banks and subsequent written notification from the Administrative Agent to the Borrower and which, subject to the other provisions of this Agreement, shall be determined the basis on which the Borrowing Base shall thereafter be calculated until the effective date of the next redetermination of the Borrowing Base, as set forth in this Section. The Administrative Agent may request in writing that the Borrower provide a Reserve Report regarding the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties with an effective date not more than ninety (90) days prior to Borrower's delivery of such Reserve Report to Administrative Agent, and such Reserve Report shall be delivered to Administrative Agent within ninety (90) days after Borrower's receipt of such written request. The Borrower shall have the right to request, by written notice to Administrative Agent, one unscheduled redetermination of the Borrowing Base between any two scheduled redeterminations thereof, subject to contemporaneously providing to Administrative Agent a Reserve Report with an effective date not more than ninety (90) days prior to the date of such Borrowing Base Certificate and notice. If at any time the Required Banks cannot as otherwise agree on a redetermination of the last day of the prior month and (ii) such Borrowing Base Certificate shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from Base, then the Borrowing Base pursuant to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after the last day of the prior month. In additionBase, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown shall be set on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate executed by a Responsible Officer basis of the Administrative Borrower within five Business Days Agent's calculation of such impairment calculation giving effect the "weighted arithmetic average" (as hereinafter calculated) of the Borrowing Base, as determined by each individual Bank and communicated to such impairment calculation. (ii) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its SubsidiariesAgent in writing. However, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; (iii) The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Default, at the Borrowers’ sole cost and expense) make physical verifications amount of the Borrowing Base Assets shall never be increased at any time without the unanimous consent of the Banks, notwithstanding anything else herein to the contrary. For purposes of this paragraph, the "weighted arithmetic average" of the Borrowing Base shall be determined by first multiplying the Borrowing Base proposed in any manner writing to Administrative Agent by each Bank by such Bank's Percentage Share, and through any medium that then adding the results of each such calculation, with the resultant sum being the Borrowing Base. The Borrowing Base shall represent the Required Banks' approval of the Administrative Agent's determination, in accordance with its customary lending practices, of the maximum loan amount with respect to the Borrowing Base Oil and Gas Properties and the Borrower acknowledges, for purposes of this Agreement, such determination by the Administrative Agent considers advisableas being the maximum loan amount with respect to the Borrowing Base Oil and Gas Properties. In making any redetermination of the Borrowing Base, the Administrative Agent and the Banks shall apply the parameters and other credit factors consistently applied then generally being utilized by the Administrative Agent and each such Bank, respectively, for Borrowing Base redeterminations for other similarly situated borrowers. The Borrower, Required Banks and the Administrative Borrower shall furnish all such assistance Agent acknowledge that (a) due to the uncertainties of the oil and information as gas extraction process, the Borrowing Base Oil and Gas Properties are not subject to evaluation with a high degree of accuracy and are subject to potential rapid deterioration in value, and (b) for this reason and the difficulties and expenses involved in liquidating and collecting against the Borrowing Base Oil and Gas Properties, the Administrative Agent may require in connection therewithAgent's determination of the maximum loan amount with respect to the Borrowing Base Oil and Gas Properties contains an equity cushion, which equity cushion is acknowledged by the Borrower as essential for the adequate protection of the Banks.

Borrowing Base Determination. (ia) No The Borrower shall deliver, as soon as available and in any event not later than twenty days after the last day end of each calendar fiscal month, the Administrative Borrower shall provide a Borrowing Base Certificate as of the last day end of the prior such fiscal month executed by a Responsible Officer of the Administrative Borrower; provided that (i) satisfaction of Mortgage Requirements with respect to Borrowing Base Assets included . During a Liquidity Event Period, the Borrower shall deliver, as soon as available and in such Borrowing Base Certificate shall be determined as of any event not later than five Business Days after the date of such Borrowing Base Certificate and not as of end the last day of the prior month and (ii) such each week, an additional Borrowing Base Certificate shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from the Borrowing Base pursuant to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after the last day as of the prior month. In addition, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and end of such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate period (containing available updated figures for Eligible Accounts) executed by a Responsible Officer of the Administrative Borrower within five Business Days of such impairment calculation giving effect to such impairment calculationBorrower. (iib) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by The Borrower shall promptly notify the Administrative Agent in writing in the event that at any time the Borrower receives or any otherwise gains knowledge that (i) the Borrowing Base is less than 90% of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base reflected in the most recent Borrowing Base Certificate based upon delivered pursuant to clause (a) above, (ii) the outstanding Revolving Credit Outstandings exceed the Borrowing Base Certificate most recently as a result of a decrease therein, in effect but giving effect to which case such Asset Sale, including notice shall also include the use amount of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; such excess or (iii) a Liquidity Event Period has begun. AMENDED AND RESTATED CREDIT AGREEMENT T▇▇▇▇ HEALTHCARE CORPORATION (c) The Borrower shall furnish to the Administrative Agent any information that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base. The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Defaultmay, at the Borrowers’ Borrower’s sole cost and expense) , make physical test verifications or reviews of the Borrowing Base Assets Accounts in any manner and through any medium that the Administrative Agent considers advisable, and the Administrative Borrower shall furnish all such assistance and information as the Administrative Agent may require in connection therewith; provided, however, that unless a Liquidity Event Period shall then be in effect, no more than two such test verifications or reviews shall be performed during any calendar year. If there is then in effect a Liquidity Event Period, upon the Administrative Agent’s request and at the expense of the Borrower, the Borrower shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts; provided, however, that unless a Default or Event of Default shall be continuing, the Administrative Agent shall request no more than one such report during any calendar year.

Borrowing Base Determination. (i) No later than The initial Borrowing Base is hereby established at $2,450,000.00. Subject to the last other provisions of this Agreement, the Borrowing Base shall be automatically reduced commencing on June 1, 2000, by the Monthly Borrowing Base Reduction, which is initially established at $50,000.00, and continuing on the first day of each calendar monthsuccessive month through the next Borrowing Base determination as set forth in this Section 2.05. On or before September 1, 2000, the Administrative Borrower shall provide a Borrowing Base Certificate as of furnish to the last day of the prior month executed by a Responsible Officer of the Administrative Borrower; provided that (i) satisfaction of Mortgage Requirements with respect Bank information sufficient to Borrowing Base Assets included in such Borrowing Base Certificate shall be determined as of the update to an effective date of such Borrowing Base Certificate and not as of July 1, 2000, the last day of the prior month and (ii) such Borrowing Base Certificate shall give pro forma effect most recent petroleum engineering reports provided to the exclusion of any Borrowing Base Asset excluded from Bank prior to Closing relative to the Proved Reserves attributable to the Borrowing Base pursuant to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after Oil and Gas Properties. Upon receipt of such report, the last day of the prior month. In additionBank shall, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and such impairment calculation shows a decline in the Borrowing Base normal course of more than $35,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide business make a Borrowing Base Certificate executed by a Responsible Officer of the Administrative Borrower within five Business Days of such impairment calculation giving effect to such impairment calculation. (ii) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; (iii) The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Default, at the Borrowers’ sole cost and expense) make physical verifications determination of the Borrowing Base Assets in any manner and through any medium that the Administrative Agent considers advisableMonthly Borrowing Base Reduction which shall become effective upon written notification from the Bank to the Borrower, and which, subject to the Administrative other provisions of this Agreement, shall be the basis on which the Borrowing Base shall thereafter be calculated until the effective date of the next redetermination of the Borrowing Base and the Monthly Borrowing Base Reduction as set forth in this Section. Thereafter, on or before each March 1 and September 1 until the Revolving Loan Termination Date, the Borrower shall furnish all to the Bank a report, in form and substance satisfactory to the Bank, which report shall set forth, as of each preceding January 1 or July 1, as applicable, the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties. Each report to be provided on or before each March 1 shall be a complete report relating to the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties prepared by an independent petroleum engineer or firm of engineers reasonably satisfactory to the Bank. Each report to be provided on or before each September 1 shall simply update the previous complete report, and may be prepared by the Borrower's own engineers and shall be certified by the President or Chief Executive Officer of the Borrower. Upon receipt of each such assistance report, the Bank shall, in the normal course of business, make a determination of the Borrowing Base and information the Monthly Borrowing Base Reduction which shall become effective upon written notification from the Bank to the Borrower, and which, subject to the other provisions of this Agreement, shall be the basis on which the Borrowing Base shall thereafter be calculated until the effective date of the next redetermination of the Borrowing Base and the Monthly Borrowing Base Reduction as set forth in this Section 2.05. The Bank may redetermine the Administrative Agent may require in connection therewith.Borrowing Base and the Monthly Borrowing Base Reduction, at any time, and from time to time, which redetermination shall become effective upon written notification from the Bank to the Borrower and which, subject to the other provisions of this

Borrowing Base Determination. Until the Revolving Credit Termination Date: (ia) No later Not less than the last day of once each calendar monthweek, the Administrative Borrower shall provide deliver to the Revolving Facility Agent a Borrowing Base Certificate Certificate, as of the last Business Day immediately prior to the day of the prior month delivery and executed by a Responsible Officer of Group. (b) Group and the Administrative Borrower; provided that Borrower agree (i) satisfaction that the Revolving Facility Agent, on behalf of Mortgage Requirements the Revolving Credit Lenders, may appoint an independent or an internal third party appraiser to conduct and conclude quarterly field audits with respect to Borrowing Base Assets included in such Borrowing Base Certificate shall be determined as of the date of such Borrowing Base Certificate and not as of the last day of the prior month Inventory owned by any Loan Party and (ii) such Borrowing Base Certificate Group shall give pro forma effect conduct, or shall cause to be conducted, and upon request of the Revolving Facility Agent, and present to the exclusion Revolving Facility Agent for approval, such appraisals and reviews as the Revolving Facility Agent shall reasonably request, all upon notice and at such times during normal business hours and as often as may be reasonably requested, in each case at the expense of Group and for the purpose of determining the Borrowing Base. Group and the Borrower shall furnish to the Revolving Facility Agent any Borrowing Base Asset excluded from information which the Revolving Facility Agent may reasonably request regarding the determination and calculation of the Borrowing Base pursuant including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after therein. Group and the last day of Borrower further agree to use their reasonable best efforts to assist each appraiser appointed by the prior month. In addition, if the Administrative Borrower performs any impairment calculation due Revolving Facility Agent to GAAP requirements or otherwise conduct and conclude such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate executed by a Responsible Officer of the Administrative Borrower within five Business Days of such impairment calculation giving effect to such impairment calculationfield audits. (ii) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; (iiic) The Administrative Revolving Facility Agent may (prior to the occurrence of an Event of Defaultmay, at its the sole cost and expense of Group and with 14 days’ prior written notice to the Administrative Borrower andBorrower, after and during the continuance of an Event of Default, at the Borrowers’ sole cost and expense) make physical test verifications of the Borrowing Base Assets Accounts in any manner and through any medium that the Administrative Revolving Facility Agent considers advisable, and Group and the Administrative Borrower shall furnish all such assistance and information as the Administrative Revolving Facility Agent may require in connection therewith. (d) Each of Group and the Borrower shall, and shall cause each of its respective Subsidiaries to, use its reasonable best efforts to assist an independent third party appraiser appointed by the Revolving Facility Agent to conduct and conclude (i) field audits with respect to Inventory owned by any Loan Party not more frequently than four times in any 12 month-period and (ii) Appraisals, as reasonably requested by the Revolving Facility Agent (which, in the case of Inventory and Receivables shall be conducted not less frequently than once during each 12 month-period), in each case at the sole expense of the Group and the Borrower. (e) Not less than once each week, the Borrower shall deliver to the Administrative Agents a certificate, as of the day immediately prior to the day of delivery and executed by a Responsible Officer of Group, that sets forth the aggregate amount of Cash Management Obligations owing to the Agents or Lenders (or such other Persons as the Administrative Agents may reasonably consent to) that constitute Secured Obligations as of such date; (f) In connection with the consummation of a Permitted Acquisition, no Eligible Receivables, Eligible Finished Inventory and Eligible Other Inventory of any Proposed Acquisition Target acquired in connection with such Permitted Acquisition may be included in the Borrowing Base to the extent provided for in this Agreement unless and until the Administrative Agent shall have received the results of the appraisals, field audits, test verifications and other evaluations of such Collateral as it may reasonably request of the type specified in clauses (b), (c) and (d) above, at the sole cost and expense of Group and the Borrower.

Borrowing Base Determination. (ia) No The Borrower Representative shall deliver, as soon as available and in any event not later than 15 Business Days after the last day end of each fiscal month (or, solely in the case of the calendar monthmonths ending March 31, 2014, April 30, 2014, and May 31, 2014, not later than 30 calendar days after such date), or more frequently if the Administrative Borrower shall provide Representative may elect, including on or prior to the closing date of any Permitted Acquisition or any other Investment permitted under Section 8.3 (Investments) where the acquired assets are intended to be included in the Borrowing Base (to the extent permitted by the definition of Borrowing Base), a Borrowing Base Certificate as of the last calendar day of such preceding fiscal month (or in the case of a voluntary delivery of a Borrowing Base Certificate at the election of the Borrower Representative, a subsequent date on or prior month to the date of such Borrowing Base Certificate) executed by a Responsible Officer of the Administrative Borrower; provided that (i) satisfaction of Mortgage Requirements Borrower Representative, together with supporting information in connection therewith, together with any additional reports, statements and reconciliations with respect to the Borrowing Base Assets included as required by clause (e) below and as the Administrative Agent may reasonably request. During a Weekly Reporting Period, the Borrower Representative shall deliver, as soon as available and in such any event not later than 5:00 p.m. (New York City time) three Business Days after the last calendar day of each week, an additional Borrowing Base Certificate shall be determined as of the date of such Borrowing Base Certificate and not as of the last calendar day of the prior month and (ii) such Borrowing Base Certificate shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from the Borrowing Base pursuant to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after the last day of the prior month. In addition, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate preceding calendar week executed by a Responsible Officer of the Borrower Representative, together with supporting information in connection therewith, and with any additional reports, statements and reconciliations with respect to the Borrowing Base as required by clause (e) below and as the Administrative Borrower within five Agent may otherwise reasonably request. Notwithstanding anything to the contrary in this Section 6.11(a), no later than one Business Days Day prior to the consummation of an Asset Sale (or merger, consolidation or amalgamation that constitutes an Asset Sale) permitted pursuant to Section 8.4 (Sale of Assets) (or such later date as the Administrative Agent may agree in its sole discretion) of (i) Collateral that is included in the Borrowing Base with an aggregate value in excess of $7,500,000 (measured at the time of such impairment calculation giving effect Asset Sale) to such impairment calculation. any Person other than a Borrower or (ii) No later any Stock of a Borrower to any Person other than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by the Administrative a Borrower or any Holding Company that results in the disposition of its SubsidiariesCollateral that is included in the Borrowing Base with an aggregate value in excess of $7,500,000 (measured at the time of such Asset Sale), then in each case the Borrower Representative shall deliver to the Administrative Borrower shall provide Agent a Borrowing Base Certificate based upon revision to the Borrowing Base Certificate most recently delivered to the Administrative Agent in accordance with the terms of this Agreement demonstrating the effect but giving effect to of such Asset SaleSale on the Borrowing Base (on a Pro Forma Basis), including and shall, in each case, thereafter deliver such supporting information as may be reasonably requested by the use Administrative Agent. Each Borrowing Base Certificate delivered to the Administrative Agent in accordance with the terms of proceeds thereofthis Agreement shall set forth the aggregate amount of all Last-Out Qualified Secured Obligations, executed in each case based on the latest information that is available to the Borrowers as of the date of such certificate. (b) The Borrowers shall cooperate with the conduct by a Responsible Officer the Administrative Agent and its agents, employees, consultants, accountants, lawyers, appraisers, representatives, independent contractors and advisors of (or, upon request of the Administrative Borrower;Agent, shall conduct, or shall cause to be conducted, at its expense, and present to the Administrative Agent for approval) such appraisals, field audits, investigations and reviews as the Administrative Agent shall deem advisable for the purpose of determining the Borrowing Base, all upon notice and at such times during normal business hours and as often as may be reasonably requested, in each case, at the Borrowers’ expense; provided, however, that (i) so long as no default under any Loan Document shall have occurred and be continuing for a period of five consecutive Business Days and no Event of Default shall be continuing, such appraisals, field audits, investigations and reviews shall not be requested by the Administrative Agent to be at the Borrowers’ expense, in each case, more frequently than twice in any twelve-month period unless the Available Credit at any time is less than the greater of (x) $37,500,000 and (y) 25% of the Maximum Credit at such time (the “Field Examination Trigger”), and then, in each case, no more frequently than three times in such twelve-month period and (ii) upon the consummation of any Permitted Acquisition or any other Investment permitted by Section 8.3 (Investments), the Borrowers may request that the Administrative Agent conduct, and the Administrative Agent shall promptly conduct (or, at the option and upon request of the Administrative Agent, the Borrowers shall conduct, or shall cause to be conducted, at its expense, and present to the Administrative Agent for approval) such additional appraisals, field audits, investigations and reviews, in each case, at the Borrowers’ expense, as the Administrative Agent shall deem advisable for the purpose of determining the extent, if any, to which Eligible U.S. Trade Accounts Receivable or Eligible Canadian Trade Accounts Receivable acquired in such Permitted Acquisition or such other Investment permitted by Section 8.3 (Investments) may be included in the Borrowing Base. The Borrowers shall furnish to the Administrative Agent any information that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. Each appraisal, field audit, investigation and review conducted in accordance with this Section 6.11(b) shall be in form, scope and substance satisfactory to the Administrative Agent from an appraiser, auditor, examiner or consultant satisfactory to the Administrative Agent. (iiic) The Borrower Representative shall promptly notify the Administrative Agent in writing in the event that at any time any Loan Party receives or otherwise gains knowledge that (i) the outstanding Revolving Credit Outstandings exceed the Borrowing Base as a result of a decrease therein, in which case such notice shall also include the amount of such excess or (ii) a Cash Dominion Period, a Financial Covenant Trigger Period or a Weekly Reporting Period has begun. (d) The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Defaultmay, at the Borrowers’ sole cost and expense) , make physical test verifications of the Borrowing Base Assets Accounts in any such manner and through any such medium that the Administrative Agent considers advisableadvisable in a commercially reasonable manner and in accordance with its customary business practices (as in effect from time to time) applicable to asset based loans, and the Administrative Borrower Borrowers shall furnish all such assistance and information as the Administrative Agent may reasonably require in connection therewith. At any time and from time to time, upon the Administrative Agent’s reasonable request and at the expense of the Borrowers, the Borrowers shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts. (e) As soon as available, each of the reports set forth on Exhibit J (Form of Borrowing Base Reporting Exhibit), in each case delivered no later than the time, to the Person, and in the manner set forth in Exhibit J (Form of Borrowing Base Reporting Exhibit). (f) Upon request by the Administrative Agent, a list of Account Debtors with respect to Eligible Accounts, with addresses and contact information. (g) The Borrower Representative shall deliver to the Administrative Agent on the date that it delivers each monthly Borrowing Base Certificate (or on the date that it delivers the last Borrowing Base Certificate in each calendar month during a Weekly Reporting Period) (or such later date as the Administrative Agent may agree in its sole discretion), a report setting forth, for the Parent and each applicable Subsidiary of the Parent and covering the one calendar month period most recently then ended, the Dollar Equivalent amount and date of each intercompany dividend, distribution or Investment made by each investing Subsidiary (as defined in Section 8.3(e)(vii) (Investments)) to the Parent or to UTi Inventory Management Solutions Inc., and by the Parent or UTi Inventory Management Solutions Inc. to each receiving Subsidiary (as defined in Section 8.3(e)(vii) (Investments)), in each case to the extent that such dividends, distributions and Investments were made, or included as part of a series of dividends, distributions and Investments made, in accordance with Section 8.3(e)(vii) or (viii) (Investments).

Borrowing Base Determination. (ia) No The Borrower shall deliver, as soon as available and in any event not later than twenty days after the last day end of each calendar fiscal month, the Administrative Borrower shall provide a Borrowing Base Certificate as of the last day end of the prior such fiscal month executed by a Responsible Officer of the Administrative Borrower; provided that (i) satisfaction of Mortgage Requirements with respect to Borrowing Base Assets included . During a Liquidity Event Period, the Borrower shall deliver, as soon as available and in such Borrowing Base Certificate shall be determined as of any event not later than five Business Days after the date of such Borrowing Base Certificate and not as of end the last day of the prior month and (ii) such each week, an additional Borrowing Base Certificate shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from the Borrowing Base pursuant to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after the last day as of the prior month. In addition, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and end of such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate period (containing available updated figures for Eligible Accounts) executed by a Responsible Officer of the Administrative Borrower within five Business Days of such impairment calculation giving effect to such impairment calculationBorrower. (iib) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by The Borrower shall promptly notify the Administrative Agent in writing in the event that at any time the Borrower receives or any otherwise gains knowledge that (i) the Borrowing Base is less than 90% of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base reflected in the most recent Borrowing Base Certificate based upon delivered pursuant to clause (a) above, (ii) the outstanding Revolving Credit Outstandings exceed the Borrowing Base Certificate most recently as a result of a decrease therein, in effect but giving effect to which case such Asset Sale, including notice shall also include the use amount of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; such excess or (iii) a Liquidity Event Period has begun. (c) The Borrower shall furnish to the Administrative Agent any information that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base. The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Defaultmay, at the Borrowers’ Borrower’s sole cost and expense) make physical verifications , conduct a field examination of the Borrowing Base Assets Accounts in any manner and through any medium that the Administrative Agent considers advisable, and the Administrative Borrower shall furnish all such assistance and information as the Administrative Agent may require in connection therewith; provided, however, that unless a Liquidity Event Period shall then be in effect or an Event of Default shall have occurred and is continuing, no more than one such field examination shall be performed during any calendar year. If a Liquidity Event Period shall then be in effect, the Administrative Agent may conduct two (in the aggregate) such field examinations during such calendar year and if an Event of Default shall have occurred and is continuing, there shall be no limitation on the number of field examinations during such calendar year. If a Liquidity Event Period shall then be in effect, and, upon the Administrative Agent’s request and at the expense of the Borrower, the Borrower shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts; provided, however, that unless an Event of Default shall be continuing, the Administrative Agent shall request no more than one such report during any calendar year.

Borrowing Base Determination. (a) The Borrowers shall calculate the Royalty Metals, the Projected Facility Term Revenue and the Borrowing Base in accordance with the requirements of this Agreement, using their good faith best efforts, and the Borrowers shall then provide such amounts and calculations to the Lender by written notice. The Lender may request such clarifications, explanations, supporting data, documents, calculations, re-calculations or other information as it reasonably deems appropriate, all of which shall be promptly provided by the Borrowers. The final determination of the Royalty Metals, the Projected Facility Term Revenue and the Borrowing Base shall be made by the Lender, using its commercially reasonable discretion, and no calculation of the Borrowing Base, the Projected Facility Term Revenue or the Royalty Metals shall be used, or otherwise be deemed final and effective, until approved in writing by the Lender. The Lender, using its commercially reasonable discretion, may decide to undertake its own calculation of the Borrowing Base, the Projected Facility Term Revenue and the Royalty Metals at any time and from time to time and shall promptly notify the Borrowers of the results of such calculations. The Lender’s determination of the Borrowing Base, the Projected Facility Term Revenue and the Royalty Metals, at any time and from time to time, whether based on the Borrowers’ calculations or its own calculations, shall be made by the Lender, using its commercially reasonable discretion, and shall be used for all purposes under this Agreement. (b) The Borrowers shall calculate the Royalty Metals, the Projected Facility Term Revenue and the Borrowing Base (i) No semi-annually, with written notice of such calculations to be delivered to the Lender by not later than the last day April 15 of each calendar monthyear (the “April Calculation”) and by not later than October 15 of each year (the “October Calculation”, and together with the April Calculation, the Administrative Borrower “Semi-Annual Calculations”) and (ii) at any other time reasonably requested by the Lender, with written notice of such calculations to be delivered to the Lender within five (5) Business Days of such Lender request (each, a “Special Calculation”). The Lender may request a Special Calculation, or a re-calculation of any of the foregoing amounts, at any time, and from time to time, while any Loans are outstanding or prior to the Advance of any Loan. (c) Each Semi-Annual Calculation shall provide include a separate calculation of the Royalty Metals, the Projected Facility Term Revenue and the Borrowing Base Certificate as of the last day end of then-current calendar quarter and each of the prior month executed by a Responsible Officer subsequent two calendar quarters (for the purpose of clarification, the April Calculation shall include projected calculations for each of the Administrative Borrower; provided that (i) satisfaction 2nd, 3rd and 4th calendar quarters and the October Calculation shall include projected calculations for each of Mortgage Requirements with respect to the 4th, 1st and 2nd calendar quarters). Each Special Calculation shall include a calculation of the Royalty Metals, the Projected Facility Term Revenue and the Borrowing Base Assets included in such Borrowing Base Certificate shall be determined as of the date of such determination as well as a calculation of the projected Royalty Metals, Projected Facility Term Revenue and Borrowing Base Certificate and not as of the last day end of the prior month then-current calendar quarter and (ii) such Borrowing Base Certificate the subsequent two calendar quarters. All calculations of future, projected amounts shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from the Borrowing Base pursuant to a Borrowing Base Certificate delivered in accordance use commercially reasonable assumptions with Section 6.1(i)(ii) after the last day of the prior month. In addition, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate executed by a Responsible Officer of the Administrative Borrower within five Business Days of such impairment calculation giving effect respect to such impairment calculationprojections. (iid) No later than five Business Days following the receipt The Lender’s determination of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset SaleBase, including the use whether based on actual numbers as of proceeds thereof, executed by a Responsible Officer date of determination or as projected as of the Administrative Borrower; (iii) The Administrative Agent may (prior to end of a future calendar quarter, shall remain effective for all purposes under this Agreement until a subsequent Semi-Annual Calculation or Special Calculation is completed and the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Default, at the Borrowers’ sole cost and expense) make physical verifications Lender makes a determination of the Borrowing Base Assets based on such calculations. (e) From time to time, the Borrowers may provide the Lender with a written request to include other Royalty Interests of a Borrower as Collateral Royalties and Royalty Metals for the purposes of determining the Borrowing Base, which request shall include appropriate data, documentation and information about such Royalty Interest and the Project and Project Properties related thereto. Upon receipt of such request from the Borrowers, the Lender may request such additional data, documentation and information about such Royalty Interest, Project and Project Properties as it deems necessary or appropriate, which the Borrowers shall promptly provide. The Lender shall have a period of forty-five (45) days from the Lender’s receipt of such request to either accept or reject the Borrowers’ request, which the Lender may do in any manner its sole discretion reasonably exercised. The Lender shall provide the Borrowers with written notice of its decision. The failure of the Lender to provide a written notice of acceptance of such additional Royalty Interests as Royalty Metals shall be deemed a rejection of the Borrowers’ request. (f) Upon the Lender’s written acceptance of the inclusion of new or additional Royalty Interests as Royalty Metals and through any medium that Collateral Royalties, the Administrative Agent considers advisableBorrowers shall re-calculate the Royalty Metals, the Projected Facility Term Revenue and the Borrowing Base in accordance with the requirements of this Agreement. Any re-calculation of the Borrowing Base including new or additional Royalty Interests shall not be effective until (i) the Lender has provided written approval of such calculation, (ii) the appropriate Borrower has granted, and the Administrative Borrower shall furnish all Lender has obtained, a first priority, perfected Lien over such assistance new or additional Royalty Interests free from other Liens and information (iii) the Lender has received both a Title Opinion confirming such Borrower’s right, title and interest in such new or additional Royalty Interests and a supplemental legal opinion with respect thereto confirming the inclusion of such Royalty Interests as part of the Administrative Agent may require Collateral and the perfection of the Lender’s security interest therein, with each such opinion to be in connection therewithform and content satisfactory to the Lender.

Borrowing Base Determination. (a) The Company may deliver from time to time a Borrowing Base Certificate, but in any event shall deliver a Borrowing Base Certificate (i) No as soon as available but in any event not later than 15 days after the end of each fiscal month and (ii) during a Liquidity Event Period or if an Event of Default has occurred and is continuing, not later than 5 days after the end the last day of each calendar monthweek (containing available updated figures for Eligible Receivables but not, the Administrative Borrower shall provide a Borrowing Base Certificate as of the last day of the prior month executed by a Responsible Officer of the Administrative Borrower; provided that (i) satisfaction of Mortgage Requirements with respect to Borrowing Base Assets included unless otherwise available, Eligible Inventory), in such Borrowing Base Certificate shall be determined as of the date of such Borrowing Base Certificate and not as of the last day of the prior month and (ii) such Borrowing Base Certificate shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from the Borrowing Base pursuant to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after the last day of the prior month. In addition, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate executed by a Responsible Officer of the Administrative Borrower within five Business Days of such impairment calculation giving effect to such impairment calculation. (ii) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereofeach case, executed by a Responsible Officer of the Company. (b) The Company may and, upon request of the Multi-Currency Administrative Borrower;Agent, shall conduct, or cause to be conducted, at its expense, and present to the Multi-Currency Administrative Agent for approval, such Appraisals, investigations and reviews as the Multi-Currency Administrative Agent shall request for the purpose of determining the Borrowing Base, all upon reasonable notice and at such times during normal business hours and as often as may be reasonably requested; provided, however, that unless a Default or Event of Default shall be continuing, the Multi-Currency Administrative Agent shall request no more than four such Appraisals, investigations and reviews during any calendar year. The Company shall furnish to the Multi-Currency Administrative Agent any information that the Multi-Currency Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of the Accounts referred to therein. (c) The Company shall promptly notify the Multi-Currency Administrative Agent in writing in the event that at any time the Company receives or otherwise gains knowledge that (i) the Borrowing Base is less than 90% of the Borrowing Base reflected in the most recent Borrowing Base Certificate delivered pursuant to clause (a) above, (ii) the outstanding Aggregate Outstanding Multi-Currency Extensions of Credit exceed the Maximum Multi-Currency Availability as a result of a decrease therein, in which case such notice shall also include the amount of such excess or (iii) a Liquidity Event Period has begun. (d) The Multi-Currency Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Defaultmay, at the Borrowers’ Company's sole cost and expense) , make test verifications of the Accounts and physical verifications of the Borrowing Base Assets Inventory in any manner and through any medium that the Multi-Currency Administrative Agent reasonably considers advisable, and the Administrative Borrower Company shall furnish all such assistance and information as the Multi-Currency Administrative Agent may reasonably require in connection therewith; provided, however, that unless a Default or Event of Default shall be continuing, the Multi-Currency Administrative Agent shall request no more than four such verifications during any calendar year. At any time and from time to time, upon the Multi-Currency Administrative Agent's request and at the expense of the Company, the Company shall cause independent public accountants or others reasonably satisfactory to the Multi-Currency Administrative Agent to furnish to the Multi-Currency Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts; provided, further, that unless a Default or Event of Default shall be continuing, (i) the Multi-Currency Administrative Agent shall request no more than four such reports during any calendar year and (ii) the Multi-Currency Administrative Agent shall request reports showing reconciliations only at the end of a fiscal quarter.

Borrowing Base Determination. (i) No During the period from the Closing Date to the date that is 120 days after the Closing Date, the Borrower shall deliver, as soon as available and in any event not later than ten days after the last day end of each calendar fiscal month, the Administrative Borrower shall provide a Borrowing Base Certificate as of the last day end of the prior such fiscal month executed by a Responsible Officer of the Administrative Borrower; provided that (i) satisfaction of Mortgage Requirements with respect to Borrowing Base Assets included in such Borrowing Base Certificate shall be determined as of . From and after the date that is 120 days after the Closing Date, and at any time a Default or Event of such Borrowing Base Certificate Default has occurred and is continuing, the Borrower shall deliver, as soon as available and in any event not as of the last day of the prior month and (ii) such Borrowing Base Certificate shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from the Borrowing Base pursuant to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) later than 5 days after the last day of the prior month. In additioneach calendar week, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate as of the end of such week executed by a Responsible Officer of the Administrative Borrower within five Business Days of such impairment calculation giving effect to such impairment calculationBorrower. (ii) No later than five Business Days following the receipt The Borrower shall conduct, or shall cause to be conducted, at its expense and upon request of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower Agent, and present to the Administrative Agent for approval, such Appraisals as the Administrative Agent shall request for the purpose of determining the Borrowing Base, all upon notice and at such times during normal business hours and as often as may be reasonably requested; provided, however, that unless a Default or any Event of its SubsidiariesDefault shall be continuing or a Collateral Availability Period shall be in effect, the Administrative Borrower Agent shall provide a Borrowing Base Certificate based upon request no more than one such Appraisal during any calendar year at the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; (iii) ’s cost and expense. The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Defaultshall, at the Borrowers’ Borrower’s sole cost and expense) , make test verifications of the Accounts and physical verifications of the Borrowing Base Assets Inventory in any manner and through any medium that the Administrative Agent considers advisableadvisable at least four times during each calendar year, and the Administrative Borrower shall furnish all such assistance and information as the Administrative Agent may require in connection therewith; provided, however, that unless a Default or Event of Default shall be continuing or a Collateral Availability Period shall be in effect, the Administrative Agent shall make no more than 4 such verifications during any calendar year at the Borrower’s cost and expense. The Syndication Agent may accompany the Administrative Agent during such verifications , at the Borrower’s sole cost and expense to the extent provided in Section 9.3(b)(ii) . The Borrower shall furnish to the Administrative Agent any information that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. (iii) The Borrower shall promptly notify the Administrative Agent in writing in the event that at any time the Borrower receives or otherwise gains knowledge that a Collateral Availability Period has begun. (iv) At any time and from time to time, upon the Administrative Agent’s request and at the expense of the Borrower, the Borrower shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts; provided, however, that unless a Default or Event of Default shall be continuing, the Administrative Agent shall request no more than 4 such reports during any calendar year.

Borrowing Base Determination. (ia) No The Company shall deliver, as soon as available and in any event not later than (x) ten (10) Business Days after the last day end of each fiscal month in respect of Inventory, Equipment and Real Property, and (y) five (5) Business Days after the end of each calendar monthweek in respect of Accounts, the Administrative Borrower shall provide a Borrowing Base Certificate as of the last day of the prior month executed by a Responsible Officer of the Administrative Borrower; provided that (i) satisfaction of Mortgage Requirements with respect to Borrowing Base Assets included in such Borrowing Base Certificate shall be determined as of the date end of such Borrowing Base Certificate and not fiscal month or calendar week, as of the last day of the prior month and (ii) such Borrowing Base Certificate shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from the Borrowing Base pursuant to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after the last day of the prior month. In addition, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate executed by a Responsible Officer of the Administrative Borrower within five Business Days of such impairment calculation giving effect to such impairment calculation. (ii) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereofapplicable, executed by a Responsible Officer of the Administrative Borrower;Company in respect of (i) the Domestic Borrowing Base and (ii) the Foreign Borrowing Base as it relates to each Foreign Borrowing Base Subsidiary and Included Subsidiary, if applicable. (iiib) The Company shall conduct, or shall cause to be conducted, at its expense and upon request of the Administrative Agent, and present to the Administrative Agent for approval, such appraisals, investigations and reviews as the Administrative Agent shall request for the purpose of determining the Domestic Borrowing Base and the Foreign Borrowing Base, all upon notice and at such times during normal business hours and as often as may be reasonably requested; provided, however, that for the purposes of determining the value of Eligible Domestic Equipment, Eligible Real Property, Eligible Foreign Equipment and Eligible Foreign Real Property on the Closing Date, such appraisals shall be obtained in accordance with Section 6.12(f) (Borrowing Base Determination). The Company shall furnish to the Administrative Agent any information that the Administrative Agent may reasonably request regarding the determination and calculation of the Domestic Borrowing Base and the Foreign Borrowing Base including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. (c) The Company shall promptly notify the Administrative Agent in writing in the event that at any time the Company receives or otherwise gains knowledge that (i) the Domestic Borrowing Base is less than 90% of the Domestic Borrowing Base reflected in the most recent Borrowing Base Certificate delivered in respect thereto pursuant to Section 6.12(a) (Borrowing Base Determination), or (ii) the outstanding Domestic Revolving Credit Outstandings and Term Loan Outstandings exceed the Domestic Borrowing Base as a result of a decrease therein, in which case such notice shall also include the amount of such excess. (d) The Company shall promptly notify the Administrative Agent in writing in the event that at any time the Company receives or otherwise gains knowledge that (i) the Foreign Borrowing Base in respect of any Foreign Borrowing Base Subsidiary and any Included Subsidiary, if applicable, is less than 90% of the Foreign Borrowing Base of such Foreign Borrowing Base Subsidiary reflected in the most recent Borrowing Base Certificate delivered in respect thereto pursuant to Section 6.12(a) (Borrowing Base Determination), or (ii) the outstanding Foreign Revolving Credit Outstandings exceed the Foreign Borrowing Base as a result of a decrease therein, in which case such notice shall also include the amount of such excess. 101 Credit Agreement EXIDE TECHNOLOGIES (e) The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Defaultmay, at the Borrowers’ ' sole cost and expense) , make test verifications of the Accounts and physical verifications of the Borrowing Base Assets Inventory in any manner and through any medium that the Administrative Agent considers advisable, and the Administrative Borrower Borrowers shall furnish all such assistance and information as the Administrative Agent may require in connection therewith. (f) For the purposes of determining the value of Eligible Domestic Equipment, Eligible Domestic Real Estate, Eligible Foreign Equipment and Eligible Real Property in effect on the Closing Date, (i) the orderly liquidation value of the Borrower's Eligible Domestic Equipment and Eligible Foreign Equipment shall be determined using the valuations set forth on Schedule 6.12 (Appraised Values) and (ii) the Fair Market Value of Eligible Domestic Real Property and Eligible Foreign Real Property shall be determined using the valuations set forth on Schedule 6.12 (Appraised Values), as reflected in the Borrowing Base Certificate delivered to the Administrative Agent prior to the Closing Date.

Borrowing Base Determination. The Borrowing Base in effect as of the Closing is One Hundred Forty Million Dollars (i) No later than $140,000,000.00). The Borrowing Base shall be re-determined semi-annually pursuant to the following provisions of this Section. On or before October 1, 2002, the Borrower shall furnish to the Administrative Agent information sufficient to update to an effective date of July 1, 2002, the most recent Reserve Report provided to the Administrative Agent prior to Closing relative to the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties. Upon receipt of such information, the Arrangers shall, in the normal course of business, make a joint determination of the Borrowing Base, which shall become effective upon approval by the Required Banks and subsequent written notification from the Administrative Agent to the Borrower, and which, subject to the other provisions of this Agreement, shall be the basis on which the Borrowing Base shall thereafter be calculated until the effective date of the next redetermination of the Borrowing Base as set forth in this Section. Thereafter, on or before each April 1 and October 1 until the Facility Termination Date, beginning April 1, 2003, the Borrower shall furnish to the Administrative Agent a Reserve Report, in form and substance satisfactory to the Administrative Agent, which report shall set forth, as of each preceding January 1 or July 1, as applicable, the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties. Each Reserve Report that is due to be submitted to the Administrative Agent on or before each April 1 shall be a complete report prepared by an independent petroleum engineer or firm of engineers acceptable to Administrative Agent, and each Reserve Report due to be submitted on or before October 1 or each year shall be prepared under the supervision of the chief petroleum engineer of Borrower and shall simply update, to its effective date, the last day complete Reserve Report provided to Administrative Agent. Upon receipt of each such Reserve Report, the Arrangers shall, in the normal course of business, make a joint determination of the Borrowing Base which shall become effective upon approval by the Required Banks and subsequent written notification from the Administrative Agent to the Borrower, and which, subject to the other provisions of this Agreement, shall be the basis on which the Borrowing Base shall thereafter be calculated until the effective date of the next redetermination of the Borrowing Base as set forth in this Section 2.06. The Arrangers may, subject to approval of the Required Banks, and must, upon the request of the Required Banks, redetermine the Borrowing Base at any time, and from time to time, which redetermination shall become effective upon approval by the Required Banks and subsequent written notification from the Administrative Agent to the Borrower and which, subject to the other provisions of this Agreement, shall be the basis on which the Borrowing Base shall thereafter be calculated until the effective date of the next redetermination of the Borrowing Base, as set forth in this Section. Not more often than two times in any calendar monthyear, the Administrative Agent may request in writing that the Borrower provide a Reserve Report regarding the Proved Reserves attributable to the Borrowing Base Oil and Gas Properties with an effective date not more than ninety (90) days prior to Borrower's delivery of such Reserve Report to Administrative Agent, and such Reserve Report shall be delivered to Administrative Agent within ninety (90) days after Borrower's receipt of such written request. The Borrower shall provide a have the right to request, by written notice to Administrative Agent, one unscheduled redetermination of the Borrowing Base Certificate as of the last day of the between any two scheduled redeterminations thereof, subject to contemporaneously providing to Administrative Agent a Reserve Report with an effective date not more than ninety (90) days prior month executed by a Responsible Officer of the Administrative Borrower; provided that (i) satisfaction of Mortgage Requirements with respect to Borrowing Base Assets included in such Borrowing Base Certificate shall be determined as of the date of such notice. If at any time the Arrangers cannot otherwise agree on a redetermination of the Borrowing Base, then the proposed Borrowing Base Certificate and not as of the last day of the prior month and (ii) such Borrowing Base Certificate shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from the Borrowing Base pursuant to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after the last day of the prior month. In addition, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown be set on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate executed by a Responsible Officer basis of the Administrative Borrower within five Business Days Agent's calculation of the "weighted arithmetic average" (as hereinafter calculated) of the Borrowing Base, as determined by each Arranger and communicated to Administrative Agent in writing, and such impairment calculation giving effect to such impairment calculation. (ii) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale Borrowing Base, calculated by the Administrative Borrower or any Agent based on the "weighted arithmetic average" of its Subsidiarieseach Borrowing Base proposed by the respective Arrangers, shall then be subject to the approval of the Required Banks. However, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; (iii) The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Default, at the Borrowers’ sole cost and expense) make physical verifications amount of the Borrowing Base Assets shall never be increased at any time without the unanimous consent of the Banks, notwithstanding anything else herein to the contrary. For purposes of this paragraph, the "weighted arithmetic average" of the Borrowing Base shall be determined by first multiplying the Borrowing Base proposed in any manner and through any medium that the writing to Administrative Agent considers advisableby each Arranger by the ratio such Arranger's Percentage Share over the sum of the Percentage Shares of all Arrangers, and then adding the Administrative results of each such calculation, with the resultant sum being the Borrowing Base to be submitted to the Banks for approval as provided herein. The Borrowing Base shall represent the Required Banks' approval of the Arrangers' determination, in accordance with their customary lending practices, of the maximum loan amount with respect to the Borrowing Base Oil and Gas Properties and the Borrower acknowledges, for purposes of this Agreement, such determination by the Arrangers as being the maximum loan amount that can be supported by the Borrowing Base Oil and Gas Properties. In making any redetermination of the Borrowing Base, the Arrangers and the other Banks shall furnish all apply the parameters and other credit factors consistently applied, then generally being utilized by the Arrangers and each such assistance Bank, respectively, for Borrowing Base redeterminations for other similarly situated borrowers. The Borrower, Required Banks and information the Arrangers acknowledge that (a) due to the uncertainties of the oil and gas extraction process, the Borrowing Base Oil and Gas Properties are not subject to evaluation with a high degree of accuracy and are subject to potential rapid deterioration in value, and (b) for this reason and the difficulties and expenses involved in liquidating and collecting against the Borrowing Base Oil and Gas Properties, the Arrangers' determination of the maximum loan amount with respect to the Borrowing Base Oil and Gas Properties contains an equity cushion, which equity cushion is acknowledged by the Borrower as essential for the Administrative Agent may require in connection therewithadequate protection of the Banks.

Borrowing Base Determination. (ia) No The Borrower shall deliver, as soon as available and in any event not later than twenty days after the last day end of each calendar fiscal month, the Administrative Borrower shall provide a Borrowing Base Certificate as of the last day end of the prior such fiscal month executed by a Responsible Officer of the Administrative Borrower; provided that (i) satisfaction of Mortgage Requirements with respect to Borrowing Base Assets included . During a Liquidity Event Period, the Borrower shall deliver, as soon as available and in such Borrowing Base Certificate shall be determined as of any event not later than five Business Days after the date of such Borrowing Base Certificate and not as of end the last day of the prior month and (ii) such each week, an additional Borrowing Base Certificate shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from the Borrowing Base pursuant to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after the last day as of the prior month. In additionend of such period (containing available updated figures for Eligible Accounts, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise Eligible Inventory and such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate Eligible Medicaid Supplemental Payments) executed by a Responsible Officer of the Administrative Borrower within five Business Days of such impairment calculation giving effect to such impairment calculationBorrower. (iib) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by The Borrower shall promptly notify the Administrative Agent in writing in the event that at any time the Borrower receives or any otherwise gains knowledge that (i) the Borrowing Base is less than 90% of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base reflected in the most recent Borrowing Base Certificate based upon delivered pursuant to clause (a) above, (ii) the outstanding Revolving Credit Outstandings exceed the Borrowing Base Certificate most recently as a result of a decrease therein, in effect but giving effect to which case such Asset Sale, including notice shall also include the use amount of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; such excess or (iii) a Liquidity Event Period has begun. AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION (c) The Borrower shall furnish to the Administrative Agent any information that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base or in relation to any field examination (including any appraisal, evaluation and other diligence as applicable) or any updates thereof with respect to the Inventory and Accounts (for the purpose of this Section 6.09, including any Accounts relating to the Medicaid Supplemental Payments). The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Defaultmay, at the Borrowers’ Borrower’s sole cost and expense, conduct any field examination (including any appraisal, evaluation and other diligence as applicable) make physical verifications of the Borrowing Base Assets Inventory and Accounts (for the purpose of this Section 6.09, including any Accounts relating to the Medicaid Supplemental Payments) in any manner and through any medium that the Administrative Agent considers advisable, and the Administrative Borrower shall furnish all such assistance and information as the Administrative Agent may require in connection therewith; provided, however, that unless a Liquidity Event Period shall then be in effect or an Event of Default shall have occurred and is continuing, no more than one such field examination shall be performed during any calendar year. If a Liquidity Event Period shall then be in effect, the Administrative Agent may conduct two (in the aggregate) such field examinations during such calendar year and if an Event of Default shall have occurred and is continuing, there shall be no limitation on the number of field examinations during such calendar year. If a Liquidity Event Period shall then be in effect, and, upon the Administrative Agent’s request and at the expense of the Borrower, the Borrower shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts (including any Accounts relating to the Medicaid Supplemental Payments) and the appraisals and evaluations for the Inventory; provided, however, that unless an Event of Default shall be continuing, the Administrative Agent shall request no more than one such report during any calendar year.

Borrowing Base Determination. (ia) No The Borrower shall deliver, as soon as available and in any event not later than twenty days after the last day end of each calendar fiscal month, the Administrative Borrower shall provide a Borrowing Base Certificate as of the last day end of the prior such fiscal month executed by a Responsible Officer of the Administrative Borrower; provided that (i) satisfaction of Mortgage Requirements with respect to Borrowing Base Assets included . During a Liquidity Event Period, the Borrower shall deliver, as soon as available and in such Borrowing Base Certificate shall be determined as of any event not later than five Business Days after the date of such Borrowing Base Certificate and not as of end the last day of the prior month and (ii) such each week, an additional Borrowing Base Certificate shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from the Borrowing Base pursuant to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after the last day as of the prior month. In additionend of such period (containing available updated figures for Eligible Accounts, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise Eligible Inventory and such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown on the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a Borrowing Base Certificate Eligible Medicaid Supplemental Payments) executed by a Responsible Officer of the Administrative Borrower within five Business Days of such impairment calculation giving effect to such impairment calculationBorrower. (iib) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by The Borrower shall promptly notify the Administrative Agent in writing in the event that at any time the Borrower receives or any otherwise gains knowledge that (i) the Borrowing Base is less than 90% of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base reflected in the most recent Borrowing Base Certificate based upon delivered pursuant to clause (a) above, (ii) the outstanding Revolving Credit Outstandings exceed the Borrowing Base Certificate most recently as a result of a decrease therein, in effect but giving effect to which case such Asset Sale, including notice shall also include the use amount of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; such excess or (iii) a Liquidity Event Period has begun. (c) The Borrower shall furnish to the Administrative Agent any information that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base or in relation to any field examination (including any appraisal, evaluation and other diligence as applicable) or any updates thereof with respect to the Inventory and Accounts (for the purpose of this Section 6.09, including any Accounts relating to the Medicaid Supplemental Payments). The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Defaultmay, at the Borrowers’ Borrower’s sole cost and expense, conduct any field examination (including any appraisal, evaluation and other diligence as applicable) make physical verifications of the Borrowing Base Assets Inventory and Accounts (for the purpose of this Section 6.09, including any Accounts relating to the Medicaid Supplemental Payments) in any manner and through any medium that the Administrative Agent considers advisable, and the Administrative Borrower shall furnish all such assistance and information as the Administrative Agent may require in connection therewith; provided, however, that unless a Liquidity Event Period shall then be in effect or an Event of Default shall have occurred and is continuing, no more than one such field examination shall be performed during any calendar year. If a Liquidity Event Period shall then be in effect, the Administrative Agent may conduct two (in the aggregate) such field examinations during such calendar year and if an Event of Default shall have occurred and is continuing, there shall be no limitation on the number of field examinations during such calendar year. If a Liquidity Event Period shall then be in effect, and, upon the Administrative Agent’s request and at the expense of the Borrower, the Borrower shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts (including any Accounts relating to the Medicaid Supplemental Payments) and the appraisals and evaluations for the Inventory; provided, however, that unless an Event of Default shall be continuing, the Administrative Agent shall request no more than one such report during any calendar year.

Borrowing Base Determination. (ia) No The Borrowers shall deliver, within three (3) Business Days after the Effective Date and, thereafter, no later than the last day Wednesday of each calendar monthof the following weeks, the Administrative Borrower shall provide a Borrowing Base Certificate setting forth the Borrowing Base of each Borrower and its Eligible Subsidiaries and the Aggregate Borrowing Base as of the last day end of the prior month previous week executed by a Responsible Officer of each Borrower. (b) Each Borrower shall conduct, or shall cause to be conducted, at its expense and upon request of the Administrative Borrower; provided Agent, and present to the Administrative Agent for approval, such appraisals, investigations and reviews as the Administrative Agent shall request for the purpose of determining the Borrowing Base of such Borrower and its Eligible Subsidiaries, all upon notice and at such times during normal business hours and as often as may be reasonably requested. Each Borrower shall furnish to the Administrative Agent any information that the Administrative Agent may reasonably request regarding the determination and calculation of the Borrowing Base of such Borrower and its Eligible Subsidiaries, including correct and complete copies of any invoices, underlying agreements, instruments or other documents and the identity of all Account Debtors in respect of Accounts referred to therein. (c) Each Borrower shall promptly notify the Administrative Agent in writing in the event that at any time such Borrower receives or otherwise gains knowledge that (i) satisfaction of Mortgage Requirements with respect to the AMENDED AND RESTATED CREDIT AGREEMENT SUNTRON CORPORATION Borrowing Base Assets included in such Borrowing Base Certificate shall be determined as of the date of such Borrowing Base Certificate Borrower and not as its Eligible Subsidiaries is less than 90% of the last day of the prior month and (ii) such Borrowing Base Certificate shall give pro forma effect to the exclusion of any Borrowing Base Asset excluded from the Borrowing Base pursuant to a Borrowing Base Certificate delivered in accordance with Section 6.1(i)(ii) after the last day of the prior month. In addition, if the Administrative Borrower performs any impairment calculation due to GAAP requirements or otherwise and such impairment calculation shows a decline in the Borrowing Base of more than $35,000,000 from that shown on such Borrower and its Eligible Subsidiaries reflected in the most recently delivered Borrowing Base Certificate, the Administrative Borrower shall provide a recent Borrowing Base Certificate executed for such Borrower delivered pursuant to clause (a) above or (ii) the outstanding Revolving Credit Outstandings owing by such Borrower exceed the Borrowing Base for such Borrower and its Eligible Subsidiaries as a Responsible Officer result of a decrease therein, in which case such notice shall also include, without limitation, the Administrative Borrower within five Business Days amount of such impairment calculation giving effect to such impairment calculationexcess. (ii) No later than five Business Days following the receipt of any Net Cash Proceeds from an Asset Sale by the Administrative Borrower or any of its Subsidiaries, the Administrative Borrower shall provide a Borrowing Base Certificate based upon the Borrowing Base Certificate most recently in effect but giving effect to such Asset Sale, including the use of proceeds thereof, executed by a Responsible Officer of the Administrative Borrower; (iiid) The Administrative Agent may (prior to the occurrence of an Event of Default, at its sole cost and expense and with 14 days’ prior written notice to the Administrative Borrower and, after and during the continuance of an Event of Defaultmay, at the Borrowers’ ' sole cost and expense) , make test verifications of the Accounts and physical verifications of the Borrowing Base Assets Inventory in any manner and through any medium that the Administrative Agent considers advisable, and the Administrative each Borrower shall furnish all such assistance and information as the Administrative Agent may require in connection therewith. (e) For the purposes of determining values of Eligible Equipment and Eligible Real Property on the Effective Date, (i) the orderly liquidation value of the Borrowers' and their Eligible Subsidiaries' Eligible Equipment shall be determined using the valuations set forth in the appraisal dated as of April 1, 2003, by Emerald Technology Valuations, LLC and (ii) the Fair Market Value of K*TEC and its Eligible Subsidiaries' Eligible Real Property shall be determined using the valuations set forth in the appraisal dated February 13, 2002 by CB ▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc., as reflected in the Borrowing Base Certificate delivered to the Administrative Agent prior to the Initial Closing Date. (f) The values determined in clause (e) above shall be updated after the Effective Date (i) in the case of Eligible Equipment, on or about each anniversary of the Effective Date, based on new appraisals obtained by the Borrowers at their own expense in form and substance and from an appraiser reasonably acceptable to the Administrative Agent, (ii) in the case of Eligible Real Property, at least annually, based on new appraisals obtained by the Borrowers at their own expense in form and substance and from an appraiser reasonably acceptable to the Administrative Agent. If any Eligible Equipment is sold by any Borrower or Eligible Subsidiary thereof in accordance with clause (b) of Section 8.4 (Sale of Assets), then, the orderly liquidation value of the remaining Eligible Equipment shall be determined (until the next appraisal, investigation, "desktop review" or other review conducted in accordance with this Agreement in respect of such Eligible Equipment) by subtracting from the orderly liquidation value of the Eligible Equipment of such Borrower or Eligible Subsidiary prior to such sale the Net Cash Proceeds of such sale used to prepay the Loans in accordance with clause (a) of Section 2.9 (