FOURTH AMENDMENT TO
FIRST AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
THIS Fourth Amendment to First Amended and Restated Revolving Credit
Agreement ("Fourth Amendment") by and among BETA OIL & GAS, INC., a Nevada
corporation and the successor via merger to Red River Energy, Inc., an Oklahoma
corporation ("Beta Oil"), and BETA OPERATING COMPANY, L.L.C., an Oklahoma
limited liability company, and the successor via merger and name change to Red
River Energy, L.L.C., an Oklahoma limited liability company ("Beta Operating")
(Beta Oil and Beta Operating being collectively referred to herein as the
"Borrowers") and BANK OF OKLAHOMA, NATIONAL ASSOCIATION (the "Bank") is entered
into effective as of the 15th day of March, 2002.
W I T N E S S E T H:
WHEREAS, pursuant to that certain First Amended and Restated Revolving
Credit Agreement dated as of March 30, 1999, as amended from time to time,
including without limitation, that certain Third Amendment thereto dated as of
March 19, 2001 (collectively referred to herein as the "Existing Credit
Agreement"), the Bank extended to the Borrowers' on a joint and several basis a
Commitment for a $14,400,000 Revolving Credit Loan upon the terms and conditions
therein set forth and under which Revolving Credit Loan advances would be
extended from time to time to the Prior Borrowers therein described and defined
by the Bank, subject to certain Collateral Borrowing Base and other limitations
and conditions;
WHEREAS, Borrowers have requested that the Bank (i) extend the maturity
of the $25,000,000 Revolving Credit Note described in the Existing Credit
Agreement from March 15, 2003, to March 15, 2004, with an increased maximum
Commitment amount thereon of $14,500,000 (the "Revolver Commitment") and to
increase the Collateral Borrowing Base to $14,500,000, and (ii) extend and renew
the existing $3,700,000 guidance line of credit to the Borrowers to be used
solely for hedge products to provide price protection for Borrowers' oil and
natural gas production, including the issuance from time to time of standby
letters of credit for one or both of the Borrowers' account in the name of such
other counter-party, as beneficiary, in connection with certain ISDA Agreements
entered into from time to time in connection therewith, in the reduced maximum
principal amount of $2,900,000 payable on a DEMAND basis and in no event later
than March 15, 2003 (the "Guidance Commitment") and to otherwise modify and
amend certain of the provisions of the Existing Credit Agreement as hereinafter
set forth (the Revolver Commitment and the Guidance Commitment collectively
referred to herein as the "Commitments"); and
WHEREAS, subject to the terms, provisions and conditions hereinafter
set forth, the Bank is willing to so modify and amend the Existing Credit
Agreement.
NOW, THEREFORE, for good and valuable consideration, the Borrowers and
the Bank hereby agree as follows:
1. Each of the following Sections in Article I shall be amended
in their entirety to read:
1.10 "Commitments" shall mean the Revolver
Commitment and the Guidance Commitment, collectively.
Sections 1.26 and 1.27 are deleted.
1.39 "Loans" shall mean the Revolving
Credit Loans and the Guidance Loan, collectively.
1.44 "Notes" shall mean the Guidance Note and the
Revolver Note, collectively.
1.52 "Revolving Credit Loans" shall have the meaning
ascribed thereto in Section 2.1(a) of this Agreement.
2. The following definitions shall be added to Article I as
follows:
1.60 "Guidance Commitment" shall have the
meaning ascribed to in Section 2.1 (b) of this Agreement.
1.61 "Guidance Loan" shall have the meaning
ascribed thereto in Section 2.1(b) of this Agreement.
1.62 "Guidance Note" shall have the meaning
ascribed to in Section 2.2(b) of this Agreement.
1.63 "Hedge Agreements" means interest rate Swap, cap
or collar agreements, interest rate and/or oil and gas future
or option contracts, currency Swap agreements, currency future
or option contracts and other similar agreements, and includes
without limitation the ISDA Agreements. "Hedge Transaction"
means a transaction pursuant to which one or both Borrowers or
any of their Subsidiaries hedge the price to be received by
them for future production of their hydrocarbons, including
price Swaps under which one or both of the Borrowers or any of
their Subsidiaries agree to pay a price for a specified amount
of hydrocarbons determined by reference to a recognized market
on a specified future date and the contracting party agrees to
pay either of the Borrowers or their Subsidiaries a fixed
price for the same or similar amount of hydrocarbons.
"Prohibited Hedge Transactions" shall mean the obligations by
either of the Borrowers or any of their Subsidiaries entering
into (i) both physical and financial hedging transactions
effective at concurrent or overlapping periods of time on the
same volumes of production or (ii) hedging transactions for
more than seventy percent (70%) of Borrowers' aggregate
monthly production.
1.64 "Risk Management Agreements" shall mean any
commodity, interest rate or currency Swap, rate cap, rate
floor, rate collar, forward agreement or other exchange, price
or rate protection agreements or any option with respect to
any such transaction.
1.65 "Revolver Commitment" shall have the
meaning ascribed to it in Section 2.1(a) of this Agreement.
1.66 "Revolving Credit Loans" shall have the
meaning ascribed to it in Section 2.1(a) of this Agreement.
1.67 "Revolver Note" shall have the meaning
ascribed to it in Section 2.2(b) of this Agreement.
1.68 "Swaps" shall mean, with respect to any Person,
payment obligations with respect to interest rate swaps,
currency swaps and similar obligations obligating such Person
to make payments, whether periodically or upon the happening
of a contingency. For the purposes of this Agreement, the
amount of the obligations under any Swap shall be the amount
determined in respect thereof as of the end of the then most
recently ended fiscal quarter of such Person, based on the
assumption that such Swap had terminated at the end of such
fiscal quarter, and in making such determination, if any
agreement relating to such Swap provides for the netting of
amounts payable by and to such Person thereunder or if any
such agreement provides for the simultaneous payment of
amounts by and to such Person, then in each such case, the
amount of such obligation shall be the net amount so
determined.
3. Section 1.32 is hereby amended in its entirety to read as
follows:
1.32 "Indebtedness" shall mean and include any and
all: (i) indebtedness, obligations and liabilities of the
Borrowers to the Bank incurred or which may be incurred or
purportedly incurred hereafter pursuant to the terms of this
Agreement or any of the other Loan Documents, and any
extensions, renewals, substitutions, amendments and increases
in amount thereof, including such amounts as may be evidenced
by the Notes and all lawful interest, commitment and non-usage
fees, letters of credit issuance and processing fees and other
charges, and all reasonable costs and expenses incurred in
connection with the preparation, filing and recording hereof
and of any amendment, extension, restatement or modification
of the Loan Documents, including attorneys fees; (ii) any and
all derivative products obligations, contingent or otherwise,
whether now existing or hereafter arising, of the Borrowers to
the Bank herein arising under or in connection with any Hedge
Agreements, Swaps or other Risk Management Agreements; (iii)
all reasonable costs and expenses, including attorneys' fees,
paid or incurred by the Bank in enforcing or attempting to
enforce collection of any Indebtedness and in enforcing or
realizing upon or attempting to enforce or realize upon any
collateral or security for any Indebtedness and in protecting
and preserving the Bank's interest in the Indebtedness or any
collateral or security for any Indebtedness in any bankruptcy
or reorganization proceeding, including interest on all sums
so expended by the Bank accruing from the date upon which such
expenditures are made until paid, at an annual rate equal to
the Default Rate; (iv) sums expended by the Bank in curing any
Event of Default or Default of the Borrowers under the terms
of this Agreement, the other Loan Documents or any other
security agreement or other writing evidencing or securing the
payment of the Note, together with interest on all sums so
expended by the Bank accruing from the date upon which such
expenditures are made until paid, at an annual rate equal to
the Default Rate; and (v) all "Indebtedness" or "Secured
Indebtedness" as said terms are defined in each of the Loan
Documents.
4. The Revolver Commitment is hereby renewed and increased to the
maximum principal amount of $14,500,000. All Revolving Credit Loans created
pursuant thereto shall be evidenced by that certain replacement Revolving Credit
Note dated as of March 15, 2002, from the Borrowers payable to the order of the
Bank in the face principal amount of $14,500,000 (the "Revolver Note").
Notwithstanding the stated face amount of the Revolver Note, the maximum
Revolver Commitment initially shall be limited to the lesser of (i) $14,500,000
or (ii) the Collateral Borrowing Base amount as determined and adjusted from
time to time in accordance with the terms and provisions of Article 3 of the
Existing Loan Agreement.
5. Sections 2.1 and 2.2 of the Existing Loan Agreement are
deleted and replaced in their entirety with the following:
2.1 The Commitments.
(a) Revolver Commitment. The Bank agrees, upon the
terms and subject to the conditions hereinafter set forth, to
make a revolving line of credit loan (collectively the
"Revolving Credit Loan") to the Borrowers to be funded
immediately upon Borrowers' request and satisfaction of all of
the conditions set forth in Article V hereof for the limited
purposes of financing the Borrowers' (a) purchase of certain
producing oil and gas properties from time to time, (b)
production, work-over and exploration expenses and other
development, drilling and operating expenses pertaining
thereto, (c) the issuance of certain standby letters of credit
on Borrowers' account in connection with their operation of
such oil and gas properties, and (d) general corporate
purposes and business needs. Unless its Revolver Commitment
shall be sooner terminated pursuant to the provisions of this
Agreement or the other Loan Documents, the Revolver Loan shall
mature on March 15, 2004. In no event shall the sum of the
outstanding and unpaid amount advanced on the Revolving Credit
Loans plus the aggregate unfunded amount of unexpired letters
of credit issued under the Revolver Commitment be in excess of
the least of (i) original face amount of the Revolver Note
($25,000,000), (ii) the then applicable maximum amount of the
Revolver Commitment (currently $14,500,000) or (iii)
Collateral Borrowing Base then in effect (initially set at
$14,500,000 with the Borrowers' concurrence and agreement).
Multiple advances shall be permitted on the Revolving Credit
Loans. Notwithstanding the face amount of the Revolver Note,
the maximum amount available thereunder (including the
aggregate unfunded amount of issued but unexpired letters of
credit pursuant to the Revolver Commitment) shall in no event
exceed the then applicable amount of the Revolver Commitment
(initially $14,500,000).
(b) Guidance Commitment. The Bank agrees, upon the
terms and subject to the conditions hereinafter set forth, to
establish a guidance line of credit ("Guidance Loan") to the
Borrowers for the limited purpose of utilization of hedging
products issued by the Bank or other financial institutions or
similar counter-parties acceptable to the Bank, including the
issuance of standby letters of credit in favor of such
applicable counter-party(ies), as beneficiary(ies), in
connection with price protection/hedging under the then
applicable ISDA Agreements (collectively the "ISDA Letters
Credit"), each with a final expiry date not later than March
15, 2003. In no event shall the amount of issued and unfunded
ISDA Letters of Credit outstanding, plus all amounts obligated
or advanced under the Guidance Commitment and remaining then
unpaid and outstanding on the Guidance Note be in excess of
the original face principal amount of the Guidance Note
($2,900,000).
2.2 The Notes
(a) Revolver Note. On the Closing Date, the Borrowers
shall execute and deliver to the order of the Bank their term
note in the principal amount of $25,000,000, the form of which
is annexed hereto as Exhibit A-1 and hereby made a part herein
(hereinafter referred to as the "Revolver Note"). The Revolver
Note shall be dated as of the Closing Date, and shall bear
interest payable monthly on the last day of every calendar
month, commencing March 31, 2002, on unpaid balances of
principal from time to time outstanding at the adjustable
variable annual rate equal from day to day to the rate
applicable pursuant to the interest rate grid set forth on
Section 2.8(a) of the Existing Credit Agreement. After
maturity (whether by acceleration or otherwise), the Revolver
Note shall bear interest at the Default Rate payable on
demand. Interest shall be calculated on the basis of a year of
360 days, but assessed for the actual number of days elapsed
in each accrual period.
(b) Guidance Note. As of the Closing Date, the
Borrowers shall execute and deliver to the order of the Bank
their promissory note in the principal amount of $2,900,000,
the form of which is annexed hereto as Exhibit A-2 and hereby
made a part hereof (hereinafter referred to as the "Guidance
Note"). The Guidance Note shall be dated as of the Closing
Date. All draws on ISDA Letters of Credit issued under the
Guidance Note shall be payable to the order of the Bank ON
DEMAND and in no event later than March 15, 2003. The Guidance
Note shall accrue interest at a variable annual rate equal
from day to day to the rate applicable pursuant to the
interest rate grid set forth in Section 2.8(a) of the Existing
Credit Agreement.
(c) Payments on Notes. All payments and prepayments
on the Notes shall be made in lawful money of the United
States of America in immediately available funds. Any payments
or prepayments received by the Bank after 2:00 o'clock p.m.
(applicable current time in Tulsa, Oklahoma) shall be deemed
to have been made on the next succeeding Business Day. Any
voluntary prepayment shall be applied first to accrued but
unpaid interest then to the next succeeding installment(s) of
principal. All outstanding principal of and accrued interest
on the Notes not previously paid hereunder shall be due and
payable ON DEMAND but in no event later than March 15, 2003
(insofar as the Guidance Note is concerned) and at final
maturity on March 15, 2004 (insofar as the Revolver Note is
concerned), unless such maturity shall be extended by the Bank
in writing or accelerated pursuant to the terms hereof.
6. Section 2.3 of the Existing Credit Agreement is hereby amended by
replacing "March 15, 2003" with "March 15, 2004," thus extending the final
maturity date of the Revolver Note from March 15, 2003 to March 15, 2004.
7. Effective as of the date of this Fourth Amendment to the date the
Revolver Commitment expires or is otherwise terminated, Borrowers shall pay to
the Bank a fee on the unused portion of the Commitment equal to one-fourth of
one percentage point (0.25%) per annum, due quarterly in arrears as the same
accrues and payable on the fifteenth day of the month next following the close
of each calendar quarter, commencing April 15, 2002, for the calendar quarter
ending March 31, 2002, calculated on the amount by which the then applicable
Commitment amount available hereunder (currently $14,500,000) exceeds the sum of
(i) the average daily outstanding principal balance of the Revolver Note plus
(ii) the amount available on outstanding but unexpired Letters of Credit issued
under the Commitment pursuant to Sections 2.1 and 2.7 of this Agreement. Such
non-usage fee shall be computed daily on the basis of a calendar year of 360
days but assessed only for the actual number of days elapsed during each accrual
period.
8. The applicable interest rate provisions of Section 2.8(a) of the
Existing Credit Agreement shall be amended and modified to provide that the Base
Rate Option margins and the Libor-Rate Option margins, respectively, shall be
determined by the percentage the outstanding Revolving Credit Loans evidenced by
the Revolver Note bears to the then applicable Collateral Borrowing Base
(currently $14,500,000) as follows:
Percentage Loans to Base Rate Libor-Rate
Collateral Borrowing Base Margin Margin
greater than 90% zero plus 2.20%
greater than 50%
but less than or equal to 90% minus 0.25% plus 2.00%
less than or equal to 50% minus 0.25% plus 1.80%
9. Section 2.7 of the Existing Loan Agreement is deleted and
replaced by the following:
2.7 Provisions for Letters of Credit.
(a) Any Letters of Credit issued with an expiry date
later than March 15, 2004, and any ISDA Letters of Credit
issued with an expiry date later than March 15, 2003, will, at
the Bank's sole option, be fully secured and collateralized by
cash or cash equivalent acceptable to the Bank in its sole
discretion and held thereby from and after March 15, 2003
(insofar as ISDA Letters of Credit are concerned) or March 15,
2004 (insofar as Letters of Credit are concerned), until
expiration or cancellation of such Letter(s) of Credit or ISDA
Letter(s) of Credit or payment of all draws thereon demand of
the Bank.
(b) No Letter of Credit will be issued if at the time
of issuance the aggregate amount of (i) all unfunded and
unexpired Letters of Credit then existing plus (ii) any
amounts advanced under the Revolver Note plus (iii) the
maximum amount of such Letter of Credit then being requested
would exceed the lesser of (x) $14,500,000 or (y) the then
applicable Collateral Borrowing Base. No ISDA Letter of Credit
will be issued if at the time of issuance the aggregate amount
of (i) all unfunded and unexpired ISDA Letters of Credit then
existing plus (ii) any amounts advanced or otherwise obligated
on the Guidance Note and the Guidance Commitment, plus (iii)
the maximum amount of such ISDA Letter of Credit then being
requested would exceed $2,900,000.
(c) All Letters of Credit and all ISDA Letters of
Credit shall contain language acceptable to the Bank
pertaining to automatic cancellation/reduction, as applicable.
(d) If any Letter of Credit or any ISDA Letter of
Credit is drawn upon at any time, each amount drawn, whether a
full or partial draw thereon, shall be paid by wire transfer
and reflected by the Bank as an (i) advance on the Revolver
Note (insofar as any Letter of Credit is concerned) and (ii)
advance on the Guidance Note (insofar as any ISDA Letter of
Credit is concerned) effective as of the date of the Bank's
honoring the sight draft, and such Letter of Credit or ISDA
Letter of Credit, as applicable, shall be canceled immediately
upon such wire transfer.
(e) In consideration of the Bank's agreement to issue
Letters of Credit and ISDA Letters of Credit hereunder, the
Borrowers agree to pay to the Bank letter of credit fees equal
to one percent (2.25%) per annum on the face amount of each
Letter of Credit and each ISDA Letter of Credit plus normal
processing fees, which such fees shall be due and payable to
the Bank at the time of issuance of each Letter of Credit or
ISDA Letter of Credit, as applicable, and shall be paid by
debit in such amount to the Borrowers' general operating
account established with the Bank, not sooner than three (3)
days following the mailing by regular mail of notice of such
intended debit.
10. Add new Section 2.14 as follows:
2.14 Margin Fee. Borrowers shall pay to Bank from
time to time, as a margin usage fee for the Guidance
Commitment, upon written notice from the Bank to the
Borrowers, an amount equal to two percent (2.0%) per annum (a
monthly fee equal to one-twelfth [1/12th] of such 2% per annum
fee)) plus applicable transaction fees on pricing or hedging
protection products furnished by the Bank; provided, however,
any such margin fees, to the extent applicable, shall be
assessed by the Bank on a per transaction monthly and pro rata
basis for the fair value, if any, in excess of $200,000 and
based on the margin the Bank is required to post from time to
time, as calculated monthly for its hedging customers.
11. Add new Section 6.22 as follows:
6.22 Hedging. If and to the extent the Borrowers
elect to institute risk management, hedging or other similar
forms of price protection for crude oil and natural gas
volumes, such devices shall include a "price floor" or
comparable financial hedge or Risk Management Agreement
acceptable to the Bank in all respects (including price),
covering a maximum of 70% of Borrowers' aggregate existing oil
and gas monthly production (as forecast in the Bank's most
recent semiannual engineering valuation pursuant to Section
3.2 hereof, and otherwise in form, content and substance
acceptable to the Bank. Borrowers shall not enter into any
Prohibited Hedge Transaction, including, without limitation,
any financial and physical hedge transactions affecting or
covering the same volume of production for concurrent or
overlapping periods of time. The applicable counter-party to
any ISDA Agreement shall be acceptable to the Bank and
approved thereby in writing.
12. Add new Section 6.23 as follows:
6.23 Financing Statements and Reports.
(a) Monthly Volume Reports. Borrowers shall submit to
the Bank comprehensive monthly volume reports effective as of
the close of each calendar month by the last Business Day of
the next following calendar month, all of which shall be in
detail, form, content, substance and scope reasonably
acceptable to the Bank.
(b) Hedge Reports. As soon as available on a monthly
basis and no later than the tenth (10th) day of each
succeeding calendar month (commencing as of June 10, 2002,
for the calendar month ending May 31, 2002), Borrowers shall
submit to the Bank a report, in form and substance
satisfactory to the Bank, setting forth as of the last
Business Day of such prior fiscal month end, a summary of
Borrowers' hedging positions under all Risk Management
Agreements (including commodity price swap agreements, forward
agreements or contracts of sale which provide for prepayment
for deferred shipment or delivery of oil, gas or other
commodities) of the Borrowers and their Subsidiaries,
including the type, term effective date, termination date and
notional principal amounts or volumes, the hedged price(s),
interest rate(s) or exchange rate(s), as applicable, and any
new credit support agreements relating thereto not previously
disclosed to the Bank.
13. The remaining terms, provisions and conditions set forth in the
Existing Credit Agreement shall remain in full force and effect. The Borrowers
restate, confirm and ratify the warranties, covenants and representations set
forth therein and further represent to the Bank that, except as and only to the
extent expressly waived in writing by the Bank, no default or Event of Default
exists under the Existing Credit Agreement as of the date hereof. The Borrowers
further confirm, grant and re-grant, pledge and re-pledge to the Bank a
continuing and continuous first and prior mortgage lien against, security
interest in and pledge of all of the items and types of Collateral more
particularly described in Article IV of the Existing Credit Agreement and in the
Mortgage and the Security Instruments described and defined therein, including
the Additional Mortgaged Property being mortgaged concurrently herewith by Beta
Oil in favor of the Bank pursuant to certain supplemental Security Instruments
in form, scope and substance acceptable to the Bank.
14. The Borrowers shall execute and deliver or cause to be executed and
delivered to the Bank each of the following as express conditions precedent to
the effectiveness of the amendments and modifications contemplated by this
Fourth Amendment:
(i) this Fourth Amendment;
(ii) the replacement Revolving Credit Note in the form
annexed hereto as Exhibit A-1 and hereby made a part
hereof and the replacement Guidance Note in the form
annexed hereto as Exhibit A-2 and hereby made a party
hereof;
(iii) applicable closing certificates (with resolutions
attached) from each of the Borrowers in form, scope
and content acceptable to the Bank, including full
and complete copies of the articles of incorporation
and bylaws of Beta Oil and the certificate/articles
of formation and operating agreement of Beta
Operating; and
(iv) applicable supplemental Mortgage instruments from the
Borrowers and other supplemental or amendment
Security Instruments, including without limitation,
such additional or amending financing statements in
the name of each of the Borrowers, as debtors;
together with such other and further documents and instruments as may be deemed
appropriate by the Bank or the Bank's legal counsel.
15. THE BORROWERS HEREBY CONSENT TO THE JURISDICTION OF ANY OF THE
LOCAL, STATE, AND FEDERAL COURTS LOCATED WITHIN TULSA COUNTY, OKLAHOMA, AND
WAIVES ANY OBJECTION WHICH BORROWERS MAY HAVE BASED ON IMPROPER VENUE OR FORUM
NON CONVENIENS TO THE CONDUCT OF ANY PROCEEDING IN ANY SUCH COURT AND WAIVE
PERSONAL SERVICE OR ANY AND ALL PROCESS UPON IT, AND CONSENTS THAT ALL SUCH
SERVICE OF PROCESS BE MADE BY MAIL OR MESSENGER DIRECTED TO IT AT THE ADDRESS
SET FORTH IN SUBSECTION 9.1 OF THE EXISTING LOAN AGREEMENT AND THAT SERVICE SO
MADE SHALL BE DEEMED TO BE COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT OR THREE
(3) BUSINESS DAYS AFTER MAILED OR DELIVERED BY MESSENGER.
16. The Borrowers agree to pay to the Bank on demand all costs, fees
and expenses (including without limitation reasonable attorneys fees and legal
expenses and the fees of the Bank's engineers for evaluating the Mortgaged
Property) incurred or accrued by the Bank in connection with the preparation,
execution, closing, delivery, and administration of the Credit Agreement
(including this Fourth Amendment), and the other Loan Documents (including
Security Instruments), or any amendment, waiver, consent or modification thereto
or thereof, or any enforcement thereof. In any action to enforce or construe the
provisions of the Credit Agreement or any of the Loan Documents, the prevailing
party shall be entitled to recover its reasonable attorneys' fees and all costs
and expenses related thereto.
17. BORROWERS FULLY, VOLUNTARILY AND EXPRESSLY WAIVE ANY RIGHT TO A
TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER
THIS AGREEMENT, THE NOTES, THE MORTGAGE OR UNDER ANY AMENDMENT, INSTRUMENT,
DOCUMENT OR AGREEMENT DELIVERED (OR WHICH MAY IN THE FUTURE BE DELIVERED) IN
CONNECTION HEREWITH OR ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN
CONNECTION WITH THIS AGREEMENT. BORROWERS AGREE THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
18. Any capitalized term used herein but not otherwise defined shall
have the meaning given to such term in the Existing Loan Agreement.
IN WITNESS WHEREOF, this Fourth Amendment is executed and delivered to
the Bank in Tulsa, Oklahoma, by the undersigned duly authorized officer and
manager of each of the Borrowers, which such officer has full power and
authority to do so for, on behalf and in the name of each of the Borrowers by
virtue of all necessary corporate action of the Board of Directors of each of
the Borrowers.
BETA OIL & GAS, INC.,
a Nevada corporation, formerly
Red River Energy, Inc, an Oklahoma corporation
By
----------------------------------------------
Steve Antry, President
"Beta Oil"
BETA OPERATING COMPANY, L.L.C.,
an Oklahoma limited liability company, formerly
Red River Energy, L.L.C.,
an Oklahoma limited liability company
By
----------------------------------------------
Steve Antry, President and manager
"Beta Operating"
(collectively the "Borrowers")
BANK OF OKLAHOMA, NATIONAL ASSOCIATION
By
----------------------------------------------
Wes W. Webb, Vice President
"Bank"