Initial Borrowing Base and Quarterly Commitment Reductions. As of the date of the Eighth Amendment, the Borrowing Base shall be as described in the definition of “Borrowing Base” at Section 1.1 above. From the date of the Eighth Amendment through the next redetermination of the Borrowing Base (including each scheduled Determination Date as defined in paragraph “b” below), the Borrowing Base shall be $30,000,000.00, subject to each Quarterly Commitment Reduction and/or any other adjustments thereto made in accordance with this Agreement. Notwithstanding any other provisions to the contrary set forth in this Agreement or any other Loan Document, following the date of the Eighth Amendment, the Borrowing Base component of the Revolving Commitment shall be reduced by the Quarterly Commitment Reduction on each April 15, July 15, October 15 and January 15 during the term hereof, commencing on January 15, 2021. As of the date of the Eighth Amendment, each Quarterly Commitment Reduction shall be $600,000.00, with the initial Quarterly Commitment Reduction scheduled to occur on January 15, 2021. Such mandatory Quarterly Commitment Reductions to the Revolving Commitment shall be self-operative (without any notices to be delivered, or any other actions to be taken, by Agent or any other Person or entity), and irrespective of whether the Borrower has timely and fully satisfied its corresponding Quarterly Commitment Reduction payment (if any) as described in the following sentence. After giving effect to any such Quarterly Commitment Reduction, to the extent that the Commitment Usage exceeds the Borrowing Base, the Borrower shall immediately make a lump-sum principal prepayment on the Obligations in an equal to the amount by which the Commitment Usage exceeds the Borrowing Base (after giving effect to such Quarterly Commitment Reduction).”

Commitment Reductions. The Borrowers may, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Commitments in an aggregate amount not to exceed the amount by which the Aggregate Revolving Credit Commitment exceeds the aggregate outstanding amount of Revolving Credit Loans, Swingline Loans and undrawn amount of unexpired Letters of Credit at the time of such proposed termination or reduction, upon at least five (5) Business Days’ irrevocable notice by the Borrower Agent to the Agent, specifying the date of such termination or reduction and the amount of any partial reduction. Such termination or reduction of the Commitments shall be effective on the date specified in the Borrower Agent’s notice and shall reduce the Commitment of each Lender proportionately to its Pro Rata Share thereof. The Borrower Agent’s notice may state that such notice is conditioned upon the effectiveness of other credit facilities or any other event, in which case such notice of reduction or termination may be revoked by the Borrower Agent (by written notice to the Agent on or prior to the specified date) if such condition is not satisfied.

Aggregate Commitment/Borrowing Base. After giving effect to such Revolving Advance, Aggregate Outstanding Revolving Advances shall not exceed the lesser of # the Aggregate Commitment in effect as of such Borrowing Date and # the Related Borrowing Base as of such Borrowing Date.

Subsequent Determinations of Borrowing Base and Quarterly Commitment Reduction. Subsequent determinations of the Borrowing Base shall be made by the Lenders at least semi-annually on December 1 and June 1 of each year beginning December 1, 2013 or as Unscheduled Redeterminations. The Borrower shall furnish to the Agent as soon as possible but in any event no later than May 1 of each year, beginning May 1, 2014 with an effective date of March 31, 2014, with an engineering report in form and substance satisfactory to the Agent prepared by an independent petroleum engineering firm acceptable to Agent or by an in-house engineering report covering the Oil and Gas Properties based upon PV/8 utilizing economic and pricing parameters used by Agent as established from time to time, together with such other information concerning the value of the Oil and Gas Properties as the Lender shall deem necessary to determine the value of the Oil and Gas Properties. By November 1 of each year, beginning November 1, 2014 or within thirty (30) days after either # receipt of notice from Agent that a Lender requires an Unscheduled Redetermination, or # Borrower gives notice to Agent of its desire to have an Unscheduled Redetermination performed, the Borrower shall furnish to the Agent and the Lenders an engineering report in form and substance satisfactory to Agent prepared by Borrower’ in-house engineering staff valuing the Oil and Gas Properties utilizing economic and pricing parameters used by the Lenders as established from time to time, together with such other information, reports and data concerning the value of the Oil and Gas Properties as the Lenders shall deem reasonably necessary to determine the value of such Oil and Gas Properties. Upon receipt of such report, the Administrative Agent shall evaluate the information contained therein and shall, in good faith, propose a new Borrowing Base (and Quarterly Commitment Reduction 4823-2057-1839.3

Initial Borrowing Base and Quarterly Commitment Reductions. At the Closing Date, the Borrowing Base shall be as described in the definition of “Borrowing Base” at Section 1.1 above. From the date hereofof the Seventh Amendment through the next Determination Date (defined in paragraph “b” below), the initial Borrowing Base shall be $35,000,000.00 and the initial Monthly32,000,000.00, subject to each Quarterly Commitment Reduction. Notwithstanding any other provisions to the contrary set forth in this Agreement or any other Loan Document, following the date of the Seventh Amendment, the Borrowing Base component of the Revolving Commitment shall be reduced by the Quarterly Commitment Reduction on each April 15, July 15, October 15 and January 15 during the term hereof, commencing on July 15, 2020. As of the date of the Seventh Amendment, each Quarterly Commitment Reduction shall be $0.00.1,000,000.00, with the initial Quarterly Commitment Reduction scheduled to occur on July 15, 2020. Such mandatory Quarterly Commitment Reductions to the Revolving Commitment shall be self-operative (without any notices to be delivered, or any other actions to be taken, by Agent or any other Person or entity), and irrespective of whether the Borrower has timely and fully satisfied its corresponding Quarterly Commitment Reduction payment (if any) as described in the following sentence. After giving effect to any such Quarterly Commitment Reduction, to the extent that the Commitment Usage exceeds the Borrowing Base, the Borrower shall immediately make a lump-sum principal prepayment on the Obligations in an equal to the amount by which the Commitment Usage exceeds the Borrowing Base (after giving effect to such Quarterly Commitment Reduction).

Initial Borrowing Base and Quarterly Commitment Reductions. As of the date of the Ninth Amendment, the Borrowing Base shall be as described in the definition of “Borrowing Base” at Section 1.1 above. From the date of the Ninth Amendment through the next redetermination of the Borrowing Base (including each scheduled Determination Date as defined in paragraph “b” below), the Borrowing Base shall be $29,000,000.00, subject to each Quarterly Commitment Reduction and/or any other adjustments thereto made in accordance with this Agreement. Notwithstanding any other provisions to the contrary set forth in this Agreement or any other Loan Document, following the date of the Ninth Amendment, the Borrowing Base component of the Revolving Commitment shall be reduced by the Quarterly Commitment Reduction on each April 15, July 15, October 15 and January 15 during the term hereof. As of the date of the Ninth Amendment, each Quarterly Commitment Reduction shall be $500,000.00, with the next Quarterly Commitment Reduction scheduled to occur on April 15, 2021. Such mandatory Quarterly Commitment Reductions to the Revolving Commitment shall be self-operative (without any notices to be delivered, or any other actions to be taken, by Agent or any other Person or entity), and irrespective of whether the Borrower has timely and fully satisfied its corresponding Quarterly Commitment Reduction payment (if any) as described in the following sentence. After giving effect to any such Quarterly Commitment Reduction, to the extent that the Commitment Usage exceeds the Borrowing Base, the Borrower shall immediately make a lump-sum principal prepayment on the Obligations in an equal to the amount by which the Commitment Usage exceeds the Borrowing Base (after giving effect to such Quarterly Commitment Reduction).”

Commitment Reductions. The Borrowers may, at any time and from time to time, terminate in whole or permanently reduce in part, without premium or penalty, the Commitments in an aggregate amount not to exceed the amount by which the Aggregate Revolving Credit Commitment exceeds the aggregate outstanding amount of Revolving Credit Loans, Swingline Loans and undrawn amount of unexpired Letters of Credit at the time of such proposed termination or reduction, upon at least five (5) Business Days’ irrevocable notice by the Borrower Agent to the Agent, specifying the date of such termination or reduction and the amount of any partial reduction. Such termination or reduction of the Commitments shall be effective on the date specified in the Borrower Agent’s notice and shall reduce the Commitment of each Lender proportionately to its Pro Rata Share thereof. The Borrower Agent’s notice may state that such notice is conditioned upon the effectiveness of other credit facilities or any other event, in which case such notice of reduction or termination may be revoked by the Borrower Agent (by written notice to the Agent on or prior to the specified date) if such condition is not satisfied.

Section # Borrowing Base Notification. From the date of this Amendment to, but excluding, the next redetermination of the Borrowing Base (with the next scheduled Determination Date thereof to occur on December 1, 2021, and subject to the automatic reductions of the Borrowing Base scheduled to occur with each Quarterly Commitment Reduction, which automatic reductions are more particularly set forth in Section 2.1 of the Existing Credit Agreement (as amended by this Amendment)), as set forth in the Existing Credit Agreement, as amended hereby, the Borrowing Base shall be reduced to Twenty Nine Million and No/100ths Dollars ($29,000,000.00). Borrower and Lenders hereby agree that this provision satisfies all notification requirements as set forth in the Credit Agreement.

“Mandatory Commitment Reduction” shall mean those monthly or quarterly reductions to the Revolving Commitment determined in connection with any future determination of the Borrowing Base under [Section 2.6].

Initial Borrowing Base. At the Closing Date, the Borrowing Base shall be as described in the definition of “Borrowing Base” at Section 1.1 above. From the date of this Agreement through the next Determination Date (defined in paragraph “b” below), the Borrowing Base shall be $27,500,000.00.