Common use of Global Borrowing Base Clause in Contracts

Global Borrowing Base. A. Subject to adjustments pursuant to Sections 2.8(d), (e), (g), and (h) of the U.S. Credit Agreement or Sections 2.7(d), (e), (g), and (h) of the Canadian Credit Agreement, by execution of this Amendment, each of the Global Administrative Agent, the Combined Lenders, the U.S. Borrower and the Canadian Borrower agree during the period from the date hereof to the date of the next redetermination of the Global Borrowing Base (as defined in each of the Combined Credit Agreements) pursuant to the provisions of Section 2.8 of the U.S. Credit Agreement or Section 2.7 of the Canadian Credit Agreement that (a) the Global Borrowing Base (as defined in each of the Combined Credit Agreements) shall be reaffirmed at U.S.$1,200,000,000, (b) the U.S. Borrowing Base shall equal U.S.$950,000,000, (c) the Allocated U.S. Borrowing Base (as defined in each of the Combined Credit Agreements) shall equal U.S.$900,000,000, and (d) the Allocated Canadian Borrowing Base (as defined in each of the Combined Credit Agreements) shall equal U.S.$300,000,000. B. Each of the Global Administrative Agent, the Combined Lenders, the U.S. Lenders, the U.S. Borrower and the Canadian Borrower agree and acknowledge that (a) the determination of the Global Borrowing Base (as defined in each of the Combined Credit Agreements) and U.S. Borrowing Base set forth in Section III.A of this Amendment is the calendar year 2009 Scheduled Redetermination of the Global Borrowing Base (as defined in each of the Combined Credit Agreements) and the U.S. Borrowing Base pursuant to Section 2.8(b) of the U.S. Credit Agreement or Section 2.7(b) of the Canadian Credit Agreement and (b) such determination of the Global Borrowing Base (as defined in each of the Combined Credit Agreements) and the U.S. Borrowing Base shall not be considered as a request for a “discretionary determination” of the Global Borrowing Base (as defined in each of the Combined Credit Agreements) and the U.S. Borrowing Base by the Borrower, the Global Administrative Agent, the Required Lenders (in the case of the Global Borrowing Base) or the U.S. Supermajority Lenders (in the case of the U.S. Borrowing Base) for the purposes of Section 2.8(e) of the U.S. Credit Agreement or Section 2.7(e) of the Canadian Credit Agreement. C. In accordance with Section 2.1(c) of each of the U.S. Credit Agreement and the Canadian Credit Agreement, the Global Administrative Agent hereby notifies the Canadian Administrative Agent, the Combined Lenders, the U.S. Borrower and the Canadian Borrower of the reallocation of the Global Commitments under the Combined Credit Agreements as set forth and described on Schedule 2.1 – U.S. Credit Agreement and Schedule 2.1 – Canadian Credit Agreement attached hereto. D. The parties hereto agree that the Global Borrowing Base and the U.S. Borrowing Base shall be redetermined on or about November 1, 2009 (or such date promptly thereafter as reasonably possible (a) based on the Reserve Report delivered and such other engineering, production, operating and other data delivered to the Global Administrative Agent by the U.S. Borrower and (b) in accordance with, and consistent with, the provisions of Section 2.8(e) of the U.S. Credit Agreement). The U.S. Borrower shall furnish to the Global Administrative Agent a Reserve Report in form and substance reasonably satisfactory to the Global Administrative Agent on or prior to October 1, 2009, to facilitate such redetermination which shall otherwise be conducted in accordance with Section 2.8(e) of the U.S. Credit Agreement. For the avoidance of doubt, this redetermination shall be in addition to, and shall not be considered as a request for, any other redetermination of the Global Borrowing Base (as defined in each of the Combined Credit Agreements) or the U.S. Borrowing Base required or permitted under the U.S. Credit Agreement or the Canadian Credit Agreement, including, without limitation, any discretionary redetermination permitted under the U.S. Credit Agreement or the Canadian Credit Agreement.

Global Borrowing Base. A. Subject to adjustments pursuant to Sections 2.8(d), (e), (g), and (h) of the U.S. Credit Agreement or Sections 2.7(d), (e), (g), and (h) of the Canadian Credit Agreement, by execution of this Amendment, each of the Global Administrative Agent, the Combined Lenders, the U.S. Borrower and the Canadian Borrower agree during the period from the date hereof to the date of the next redetermination of the Global Borrowing Base (as defined in each of the Combined Credit Agreements) pursuant to the provisions of Section 2.8 of the U.S. Credit Agreement or Section 2.7 of the Canadian Credit Agreement that (a) the Global Borrowing Base (as defined in each of the Combined Credit Agreements) shall be reaffirmed at equal U.S.$1,200,000,000, (b) the U.S. Borrowing Base shall equal U.S.$950,000,000U.S.$915,000,000, (c) the Allocated U.S. Borrowing Base (as defined in each of the Combined Credit Agreements) shall equal U.S.$900,000,000U.S.$800,000,000, and (d) the Allocated Canadian Borrowing Base (as defined in each of the Combined Credit Agreements) shall equal U.S.$300,000,000U.S.$400,000,000. B. Each of the Global Administrative Agent, the Combined Lenders, the U.S. Lenders, the U.S. Borrower and the Canadian Borrower agree and acknowledge that (a) the determination of the Global Borrowing Base (as defined in each of the Combined Credit Agreements) and U.S. Borrowing Base set forth in Section III.A VI(A) of this Amendment is the calendar year 2009 not a Scheduled Redetermination of the Global Borrowing Base (as defined in each of the Combined Credit Agreements) and the U.S. Borrowing Base pursuant to Section 2.8(b) of the U.S. Credit Agreement or Section 2.7(b) of the Canadian Credit Agreement and (b) such determination of the Global Borrowing Base (as defined in each of the Combined Credit Agreements) and the U.S. Borrowing Base shall not be considered as a request for a “discretionary determination” of the Global Borrowing Base (as defined in each of the Combined Credit Agreements) and the U.S. Borrowing Base by the Borrower, the Global Administrative Agent, Agent or the Required Lenders (in the case of the Global Borrowing Base) or the U.S. Supermajority Lenders (in the case of the U.S. Borrowing Base) for the purposes of Section 2.8(e) of the U.S. Credit Agreement or Section 2.7(e) of the Canadian Credit Agreement. C. In accordance with Section 2.1(c) of each of the U.S. Credit Agreement and the Canadian Credit Agreement, the Global Administrative Agent hereby notifies the Canadian Administrative Agent, the Combined Lenders, the U.S. Borrower and the Canadian Borrower of the reallocation of the Global Commitments under the Combined Credit Agreements as set forth and described on Schedule 2.1 – U.S. Credit Agreement and Schedule 2.1 – Canadian Credit Agreement attached hereto. D. The parties hereto agree that the Global Borrowing Base and the U.S. Borrowing Base shall be redetermined on or about November 1, 2009 (or such date promptly thereafter as reasonably possible (a) based on the Reserve Report delivered and such other engineering, production, operating and other data delivered to the Global Administrative Agent by the U.S. Borrower and (b) in accordance with, and consistent with, the provisions of Section 2.8(e) of the U.S. Credit Agreement). The U.S. Borrower shall furnish to the Global Administrative Agent a Reserve Report in form and substance reasonably satisfactory to the Global Administrative Agent on or prior to October 1, 2009, to facilitate such redetermination which shall otherwise be conducted in accordance with Section 2.8(e) of the U.S. Credit Agreement. For the avoidance of doubt, this redetermination shall be in addition to, and shall not be considered as a request for, any other redetermination of the Global Borrowing Base (as defined in each of the Combined Credit Agreements) or the U.S. Borrowing Base required or permitted under the U.S. Credit Agreement or the Canadian Credit Agreement, including, without limitation, any discretionary redetermination permitted under the U.S. Credit Agreement or the Canadian Credit Agreement.