Exhibit 4.1
EXECUTION COPY
FIRST AMENDMENT TO COMBINED CREDIT AGREEMENTS
THIS FIRST AMENDMENT TO COMBINED CREDIT AGREEMENTS, dated as of May 24,
2001 (the "AMENDMENT"), is by and among Forest Oil Corporation, a New York
corporation (the "U.S. BORROWER"), Canadian Forest Oil Ltd. and each other
subsidiary of Canadian Forest which becomes a "Borrower" (as defined in the
Canadian Credit Agreement) under the Canadian Credit Agreement (the "CANADIAN
BORROWERS"), each of the lenders that is a signatory to, or which becomes a
signatory to, the U.S. Credit Agreement (together with its successors and
assigns, the "U.S. LENDERS"), each of the lenders that is a signatory to, or
which becomes a signatory to, the Canadian Credit Agreement (together with its
successors and assigns, the "CANADIAN LENDERS", and together with the U.S.
Lenders, the "COMBINED LENDERS"), Bank of America, N.A., as U.S. Syndication
Agent, Citibank, N.A., as U.S. Documentation Agent, The Chase Manhattan Bank of
Canada, as Canadian Administrative Agent, Bank of Montreal, as Canadian
Syndication Agent, The Toronto-Dominion Bank, as Canadian Documentation Agent,
and The Chase Manhattan Bank, as Global Administrative Agent (in such capacity,
together with its successors in such capacity, the "GLOBAL ADMINISTRATIVE
AGENT").
W I T N E S S E T H:
- - - - - - - - - -
1. The U.S. Borrower, Global Administrative Agent, the U.S.
Syndication Agent, the U.S. Documentation Agent, and the U.S. Lenders are
parties to that certain Credit Agreement dated as of October 10, 2000 (the "U.S.
CREDIT AGREEMENT"), pursuant to which the U.S. Lenders agreed to make loans to
and extensions of credit on behalf of the U.S. Borrower.
2. The Canadian Borrowers, Global Administrative Agent, the
Canadian Administrative Agent, the Canadian Syndication Agent, the Canadian
Documentation Agent, and the Canadian Lenders are parties to that certain Credit
Agreement dated as of October 10, 2000 (the "CANADIAN CREDIT AGREEMENT", and
together with the U.S. Credit Agreement, the "COMBINED CREDIT AGREEMENTS"),
pursuant to which the Canadian Lenders agreed to make loans to and extensions of
credit on behalf of the Canadian Borrowers.
3. The parties to the Combined Credit Agreements intend to amend
the Combined Credit Agreements as follows:
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:
I. AMENDMENTS TO U.S. CREDIT AGREEMENT.
A. Section 1.01 of the U.S. Credit Agreement hereby is amended by
inserting the following definitions of "Senior Notes" and "Senior Notes
Document" in appropriate alphabetical order:
" "SENIOR NOTES" means any unsecured Indebtedness incurred or
assumed after the date of this Agreement (other than Subordinated
Indebtedness) of Borrower or its Restricted Subsidiaries and any
Guarantees thereof which has terms (including interest, amortization,
covenants and events of default), not more onerous to Borrower and its
Restricted Subsidiaries than those contained in the Combined Loan
Documents."
" "SENIOR NOTES DOCUMENT" means the indentures or other
agreements under which any Senior Notes are issued and all other
instruments, agreements and other documents evidencing or governing
such Senior Notes or providing for any Guarantee or other right in
respect thereof."
B. SECTION 5.2(a)(iii) of the U.S. Credit Agreement hereby is
amended in its entirety to read as follows:
" (a) the incurrence, or any proposed incurrence, of
Subordinated Indebtedness or Senior Notes by Borrower or any of its
Restricted Subsidiaries; and".
C. SECTION 7.1(a) of the U.S. Credit Agreement hereby is amended
by (i) amending SUBSECTION (ii) thereof in its entirety to read as follows:
" (ii) Senior Notes or Subordinated Debt with an aggregate
principal amount outstanding not to exceed the sum of U.S.$200,000,000
LESS any increase in the principal amount of Subordinated
Indebtedness-10-1/2% Senior Subordinated Notes not otherwise permitted
under SECTION 7.1(a)(iii) in excess of the principal amount for such
notes set forth on SCHEDULE 7.1(a), PROVIDED, that the aggregate
principal amount outstanding for all Senior Notes shall not exceed at
any time U.S.$400,000,000;",
and (ii) amending SUBSECTION (iii) thereof in its entirety to read as follows:
" (iii) Indebtedness existing on the date hereof and set
forth in SCHEDULE 7.1(a), and any Senior Notes or Subordinated
Indebtedness ("REFINANCING INDEBTEDNESS") issued in exchange for or the
proceeds of which are used to repay, refund, refinance or discharge or
otherwise retire any Indebtedness set forth on SCHEDULE 7.1(a)
("REFINANCED INDEBTEDNESS"), PROVIDED that such Refinancing
Indebtedness shall not exceed the principal amount (other than through
the capitalization of premiums, fees, expenses and interest on the
Refinanced Indebtedness) of the Refinanced Indebtedness as of the date
of this Agreement;".
D. SECTION 7.1(c)(i) of the U.S. Credit Agreement hereby is
amended by replacing each use of "U.S.$100,000,000" with "U.S.$150,000,000".
2
E. SECTION 7.4(h)(ii) of the U.S. Credit Agreement hereby is
amended by replacing each use of "U.S.$60,000,000" with "U.S.$150,000,000".
F. SECTION 7.5(f) of the U.S. Credit Agreement hereby is amended
in its entirety to read as follows:
" (f) the sale, transfer or other disposition in one or more
transactions of Property (other than Equity Interests in Restricted
Subsidiaries) not constituting (i) if the Applicable Rating Level is
Level III, Borrowing Base Properties, (ii) if the Applicable Rating
Level is Level II, Mortgaged Properties and Oil and Gas Properties
given value in the calculation of Present Value or (iii) if the
Applicable Rating Level is Level I, Mortgaged Properties; PROVIDED that
the aggregate value of such Property so sold, transferred or disposed
of during any twelve (12) month period does not exceed (A) if the
Applicable Rating Level is Level I or Level II, U.S.$75,000,000 or (B)
if the Applicable Rating Level is Level III, U.S.$50,000,000; and".
G. SECTION 7.5(g) of the U.S. Credit Agreement hereby is amended
in its entirety to read as follows:
" (g) the sale, transfer or other disposition in one or more
transactions of Property constituting either Equity Interests in
Restricted Subsidiaries or Properties which are (i) if the Applicable
Rating Level is Level III, Borrowing Base Properties, (ii) if the
Applicable Rating Level is Level II, Mortgaged Properties and Oil and
Gas Properties given value in the calculation of Present Value or (iii)
if the Applicable Rating Level is Level I, Mortgaged Properties,
PROVIDED that, during any time when the Applicable Rating Level is
Level III, if the aggregate fair market value of such Property so sold,
transferred or disposed of during the period since the most recent
redetermination of the Global Borrowing Base shall exceed 10% of the
amount of the then current Borrowing Base, then the Borrowing Base
shall be reduced by an amount equal to value assigned such Property in
the most recently prepared Reserve Reports (or if such no such value
was assigned, by an amount to be agreed upon by Borrower and the
Technical Lenders), and PROVIDED FURTHER that, during any time when the
Applicable Rating Level is Level II, if the aggregate fair market value
of such Property so sold, transferred or disposed of during the period
since the most recent redetermination of the Present Value shall exceed
10% of the amount of the then current Present Value, then the Present
Value shall be reduced by an amount equal to value assigned such
Property in the most recent calculation of the Present Value (or if
such no such value was assigned, by an amount to be agreed upon by
Borrower and the Technical Lenders)."
H. SECTION 7.8(b)(iv) of the U.S. Credit Agreement hereby is
amended in its entirety to read as follows:
3
" (iv) purchase any Subordinated Indebtedness with the
proceeds of any Loans or the proceeds of any sale of Equity Interests,
Senior Notes or Refinancing Indebtedness."
I. SUBSECTION (i) of the first proviso of SECTION 7.10 of the
U.S. Credit Agreement hereby is amended in its entirety to read as follows:
"(i) the foregoing shall not apply to restrictions and conditions
imposed by law or by any Combined Loan Document, any Senior Notes
Document or any Subordinated Indebtedness Document,".
J. The U.S. Credit Agreement hereby is amended by replacing
SCHEDULE 7.5 to the Credit Agreement with SCHEDULE 7.5 to this Amendment.
II. AMENDMENTS TO CANADIAN CREDIT AGREEMENT.
SUBSECTION (i) of the first proviso of SECTION 7.2 of the Canadian
Credit Agreement hereby is amended in its entirety to read as follows:
"(i) the foregoing shall not apply to restrictions and conditions
imposed by law or by any Combined Loan Document, any Senior Notes
Document or any Subordinated Indebtedness Document,".
III. EFFECTIVENESS. This Amendment shall become effective as of the
date hereof when the Global Administrative Agent shall have received
counterparts hereof duly executed by the U.S. Borrower, the Canadian Borrowers,
the Global Administrative Agent and at least the Required Lenders (or, in the
case of any party as to which an executed counterpart shall not have been
received, telegraphic, telex, or other written confirmation from such party of
execution of a counterpart hereof by such party).
IV. REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES. To induce the
Combined Lenders and the Global Administrative Agent to enter into this
Amendment, the U.S. Borrower and the Canadian Borrowers hereby reaffirm, as of
the date hereof, the following:
(i) The representations and warranties of each Loan Party
(as such term is defined in the U.S. Credit Agreement and the Canadian
Credit Agreement, collectively, the "COMBINED LOAN PARTIES") set forth
in the Combined Loan Documents to which it is a party are true and
correct on and as of the date hereof (or, if stated to have been made
expressly as of an earlier date, were true and correct in all material
respects as of such date).
(ii) Each of the U.S. Borrower and its Restricted
Subsidiaries is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, has all
requisite power and authority to carry on its business as now conducted
and, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected
4
to result in a Material Adverse Effect, is qualified to do business in,
and is in good standing in, every jurisdiction where such qualification
is required.
(iii) The execution, delivery and performance by U.S.
Borrower of this Amendment and each other Combined Loan Document
executed or to be executed by it, and the execution, delivery and
performance by each other Combined Loan Party of this Amendment and
each other Combined Loan Document executed or to be executed by it, are
within U.S. Borrower's and each such Combined Loan Party's corporate,
limited liability company and/or partnership powers, and have been duly
authorized by all necessary corporate, limited liability company and/or
partnership action, and if required, stockholder, member and/or partner
action. This Amendment and each other Combined Loan Document executed
or to be executed by it has been duly executed and delivered by U.S.
Borrower and constitutes, and this Amendment and each other Combined
Loan Document executed or to be executed by any Combined Loan Party,
when executed and delivered by such Combined Loan Party, will
constitute, a legal, valid and binding obligation of U.S. Borrower or
such Combined Loan Party (as the case may be), enforceable in
accordance with their respective terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles
of equity, regardless of whether considered in a proceeding in equity
or at law.
(iv) The execution, delivery and performance by the U.S.
Borrower of this Amendment and each other Combined Loan Document
executed or to be executed by it, and the execution, delivery and
performance by each other Combined Loan Party of this Amendment and
each Loan Document executed or to be executed by such Combined Loan
Party, (a) do not require any Governmental Approval or third party
approvals, except such as have been obtained or made and are in full
force and effect and except filings necessary to perfect Liens created
under the Combined Loan Documents, (b) will not violate any applicable
Governmental Rule or the Organic Documents of U.S. Borrower or any such
Combined Loan Party or any order of any Governmental Authority, (c)
will not violate or result in a default under any indenture, agreement
or other instrument binding upon U.S. Borrower or any such Combined
Loan Party or its assets, or give rise to a right thereunder to require
any payment to be made by U.S. Borrower or any such Combined Loan
Party, and (d) will not result in the creation or imposition of any
Lien on any asset of U.S. Borrower or any such Combined Loan Party
except Liens created under the Combined Loan Documents.
(v) No Default under the Combined Loan Documents has
occurred and is continuing and the U.S. Borrower is in compliance with
the financial covenants set forth in ARTICLE VI of the U.S. Credit
Agreement.
(vi) No event or events have occurred which individually
or in the aggregate could reasonably be expected to have a Material
Adverse Effect.
V. DEFINED TERMS. Except as amended hereby, terms used herein
when defined in the U.S. Credit Agreement shall have the same meanings herein
unless the context otherwise requires.
5
VI. REAFFIRMATION OF COMBINED CREDIT AGREEMENTS. This Amendment
shall be deemed to be an amendment to the Combined Credit Agreements, and the
Combined Credit Agreements, as amended hereby, are hereby ratified, approved and
confirmed in each and every respect. All references to the Combined Credit
Agreements herein and in any other document, instrument, agreement or writing
shall hereafter be deemed to refer to the Combined Credit Agreements as amended
hereby.
VII. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.
VIII. SEVERABILITY OF PROVISIONS. Any provision of this Amendment
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.
IX. COUNTERPARTS. This Amendment may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract. Delivery of an executed counterpart of a signature page of this
Amendment by telecopy shall be effective as delivery of a manually executed
counterpart of this Amendment.
X. HEADINGS. Article and section headings used herein are for
convenience of reference only, are not part of this Amendment and shall not
affect the construction of, or be taken into consideration in interpreting, this
Amendment.
XI. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and assigns.
XII. NO ORAL AGREEMENTS. THIS AMENDMENT, THE COMBINED CREDIT
AGREEMENTS, AS AMENDED HEREBY, AND THE OTHER COMBINED LOAN DOCUMENTS REPRESENT
THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
[SIGNATURES BEGIN ON FOLLOWING PAGE]
6
IN WITNESS WHEREOF, the U.S. Borrower, the Canadian Borrowers, the
Combined Lenders, the Global Administrative Agent, and the other "agents" under
the Combined Credit Agreements have executed this Amendment as of the date first
above written.
U.S. BORROWER
FOREST OIL CORPORATION
By: /s/
---------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President and Treasurer
CANADIAN BORROWER
CANADIAN FOREST OIL LTD.
By:/s/
---------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
S-1
AGENTS AND COMBINED LENDERS
THE CHASE MANHATTAN BANK, as Global
Administrative Agent and as a U.S. Lender
By: /s/
---------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Managing Director
S-2
BANK OF AMERICA, N.A., as U.S. Syndication
Agent and as a U.S. Lender
By: /s/
---------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
S-3
CITIBANK, N.A., as U.S. Documentation Agent
and as a U.S. Lender
By: /s/
---------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Managing Director - Global Energy
S-4
BANK OF MONTREAL, as a U.S. Lender
By: /s/
-------------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
S-5
TORONTO DOMINION (TEXAS), INC., as a U.S. Lender
By: /s/
-------------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
S-6
ABN AMRO BANK N.V., as a U.S. Lender
By: /s/
-------------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Group Vice President
By: /s/
-------------------------------------------------
Name: ▇▇ ▇▇▇▇
Title: Assistant Vice President
S-7
BANK OF SCOTLAND, as a U.S. Lender
By: /s/
-------------------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
S-8
BANK ONE, NA (Main Office Chicago), as a U.S. Lender
By: /s/
-------------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Officer
S-9
CHRISTIANIA BANK OG KREDITKASSE, ASA NEW YORK BRANCH,
as a U.S. Lender
By: /s/
-------------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
By: /s/
-------------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: First Vice President
S-10
FORTIS CAPITAL CORP., as a U.S. Lender
By: /s/
-------------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
By: /s/
-------------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
S-11
U.S. BANK NATIONAL ASSOCIATION, as a U.S. Lender
By: /s/
-------------------------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
S-12
BNP PARIBAS, as a U.S. Lender
By: /s/
-------------------------------------------------
Name: A. ▇▇▇▇▇ ▇▇▇▇
Title: Vice President
By: /s/
-------------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
S-13
CREDIT AGRICOLE INDOSUEZ, as a U.S. Lender
By: /s/
-------------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: First Vice President
By: /s/
-------------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: FVP, Managing Director
S-14
CREDIT SUISSE FIRST BOSTON, as a U.S. Lender
By: /s/
-------------------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
By: /s/
-------------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
S-15
GENERAL ELECTRIC CAPITAL CORPORATION, as a U.S.
Lender
By: /s/
-------------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Portfolio Manager
S-16
THE FUJI BANK, LIMITED, as a U.S. Lender
By: /s/
-------------------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇
Title: Vice President & Manager
▇-▇▇
▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, as a U.S. Lender
By: /s/
-------------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
S-18
HIBERNIA NATIONAL BANK, as a U.S. Lender
By: /s/
-------------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
S-19
THE INDUSTRIAL BANK OF JAPAN, LIMITED, NEW YORK
BRANCH, as a U.S. Lender
By: /s/
-------------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President, Houston Office
S-20
THE SANWA BANK, LIMITED, as a U.S. Lender
By: /s/
-------------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: V.P.
S-21
SOCIETE GENERALE, SOUTHWEST AGENCY, as a U.S. Lender
By: [not signed]
-------------------------------------------------
Name:
Title:
S-22
ING (U.S.) CAPITAL LLC, as a U.S. Lender
By: [not signed]
-------------------------------------------------
Name:
Title:
▇-▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇, as Canadian
Administrative Agent
By: /s/
-------------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
By: /s/
-------------------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Vice President
▇-▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ BRANCH, as a
Canadian Lender
By: /s/
-------------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Representative
By: /s/
-------------------------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Authorized Representative
S-25
BANK OF MONTREAL, as Canadian Syndication Agent and
as a Canadian Lender
By: /s/
-------------------------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Director
S-26
THE TORONTO-DOMINION BANK, as Canadian Documentation
Agent and as a Canadian Lender
By: /s/
-------------------------------------------------
Name: Parin Kanji
Title: Assistant Manager
▇-▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as a Canadian Lender
By: /s/
-------------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
Corporate Investment Banking
S-28
SCHEDULE 7.5
ANTICIPATED ASSET SALES
AS OF SEPTEMBER 30, 2000 (000's)
ALABAMA FERRY U.S.$ 1,773.3
PINEVIEW, N 987.7
▇▇▇▇▇▇ 930.1
DEADMAN CANYON 823.2
KURTEN 281.0
▇▇▇▇▇ ▇▇▇▇▇ 254.6
MARHOLL 207.9
FORT ▇▇▇▇▇▇▇ 183.6
▇▇▇▇▇▇, SOUTH 180.6
SHIP SHOAL 58 143.0
BREED CREEK 141.3
▇▇▇▇▇▇▇▇▇, N 139.2
WOLF MOUNTAIN 127.4
CHOCTAW 114.3
▇▇▇▇▇▇▇▇▇▇ 108.8
HOUMA, N 101.9
HIGH ROAD 99.2
SHEPHERD 94.6
FULLERTON 92.3
BRAVO 87.9
RAVEN CREEK 85.1
ELK 80.0
▇▇▇▇▇▇ 80.0
VINTAGE 79.0
▇▇▇▇ K 68.5
DOUBLE A 66.0
MOUSER 65.6
SOMERSET 63.9
CINNABAR 58.4
ALUM CREEK 56.1
GLADIOLA 52.6
▇▇▇▇▇▇ 52.4
▇▇▇▇ 45.4
WINCHESTER 39.1
▇▇▇▇▇▇ 37.7
▇▇▇▇▇▇ 37.3
▇▇▇▇▇▇▇▇, E 37.3
GUYMON-HUGOTON GAS 36.9
CALCASIEU PASS 36.4
ARAPAHOE 35.3
BOZEMAN TRAIL 32.2
GOPHER CREEK 32.1
▇▇▇▇▇▇▇▇ 30.4
LEUCITE HILLS 29.6
▇▇▇▇▇▇ 26.9
▇▇▇▇▇▇▇ CREEK 24.8
BLOCKER 20.8
▇▇▇▇▇▇▇▇, N 19.0
SLICK CREEK 16.9
▇▇▇▇▇▇▇ ▇▇.▇
▇▇▇ ▇▇▇▇▇ 10.3
▇▇▇▇▇▇▇ 10.0
PEACH CREEK 8.4
CEDAR HILLS, S 6.8
▇▇▇▇▇▇▇ CREEK 6.6
▇▇▇▇▇ 4.3
BAIRDSTOWN 3.3
▇▇▇▇▇ 3.0
SPRABERRY 2.9
GRASSY BUTTE 2.7
▇▇▇▇▇▇ ▇▇▇▇ 1.2
FORT HILL 0.6
IMPERIAL 0.5
ATHENS 0.0
BAYOU DES GLAISE 0.0
▇▇▇▇▇▇ RANCH 0.0
CALUMET 0.0
CHAVEROO 0.0
CISCO 0.0
Schedule 7.5 - Page 1
CLODINE, N 0.0
▇▇▇▇▇▇ 0.0
CONRACK 0.0
▇▇▇▇▇▇▇ 0.0
▇▇▇▇▇, W 0.0
DEEP ▇▇▇▇ 0.0
DONKEY CREEK, N 0.0
DOUBLE L QUEEN 0.0
▇▇▇▇▇▇▇▇ 0.0
EL CAMPO, W 0.0
▇▇▇▇▇▇▇▇ 0.0
HORSESHOE BAYOU 0.0
IDS 0.0
JALMAT 0.0
KATY 0.0
MUNGERVILLE, NW 0.0
▇▇▇▇, ▇▇ 0.0
▇▇▇▇ ▇▇▇▇ 0.0
PENLON 0.0
PENROSE SKELLY 0.0
▇▇▇▇ 0.0
RIGHT HAND CREEK 0.0
SUMATRA 0.0
SWD 0.0
▇▇▇▇▇▇ 0.0
TIMBER CREEK, NW 0.0
WATTENBERG 0.0
---------------
TOTAL (1) U.S.$ 8,290.6
(1) PV10 Borrowing Base ELV - 12/31/1999 Reserve Reports @ Chase Pricing
AS OF MAY 11, 2001 (000's)
DEER ISLAND U.S.$ 99,174.3
SATURDAY ISLAND 17,398.5
TIGRE LAGOON 12,814.5
WHITE LAKE, E 5,294.4
▇▇▇▇▇▇▇, W 4,661.6
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 4,125.5
▇▇▇▇▇▇▇▇▇▇ 3,859.4
IATAN 3,592.3
▇▇▇▇▇ 2,519.2
▇▇▇▇▇▇▇▇▇ 2,397.5
MALJAMAR 2,034.7
▇▇▇▇ DRAW 2,015.9
LANE 1,937.5
BIRCH 1,564.5
TABLE MOUNTAIN 1,186.9
Schedule 7.5 - Page 2
LOVINGTON 1,008.7
TOBAC 700.9
CROSSROADS 595.9
▇▇▇▇▇▇ FLAT 581.6
LOVING, N 473.6
▇▇▇▇▇ 394.7
FLYING M, S 381.4
▇▇▇▇ 367.7
▇▇▇▇▇▇, N 361.9
▇▇▇▇▇▇ 268.3
▇▇▇▇▇▇, S 213.5
MAGUTEX 185.4
VINTAGE 182.7
▇▇▇▇▇▇, N 138.0
VACUUM, N 110.6
VACUUM 109.1
LEA, S 88.9
EUMONT 77.7
CAPROCK, E 76.5
▇▇▇▇ 39.8
BOUGH 34.6
FADEAWAY RIDGE 11.0
-----------------
TOTAL (2) U.S.$ 170,979.2
(2) DFNR @ 9.00% - 12/31/2000 Reserve Reports @ Chase Pricing