$350,000,000 Amended and Restated Credit Agreement dated as of November 13, 2009


 Exhibit 10.1 
  
  
 $350,000,000 
 AMENDED AND RESTATED CREDIT AGREEMENT 
 DATED AS OF NOVEMBER 13, 2009 
 AMONG 
 CONSTELLATION ENERGY PARTNERS LLC 
 AS BORROWER, 
 THE
ROYAL BANK OF SCOTLAND plc 
 AS ADMINISTRATIVE AGENT, 
 RBS SECURITIES INC. 
 AS JOINT LEAD ARRANGER AND SOLE BOOK
RUNNER, 
 THE BANK OF NOVA SCOTIA, 
 AS JOINT LEAD ARRANGER AND CO-SYNDICATION AGENT, 
 BNP PARIBAS, 
 AS JOINT LEAD ARRANGER AND CO-SYNDICATION AGENT, 
 AND 
 THE LENDERS PARTY HERETO 
  
  






 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
	
	ARTICLE I
	
	DEFINITIONS AND ACCOUNTING MATTERS
	Section 1.01	  	Terms Defined Above	  	1
	Section 1.02	  	Certain Defined Terms	  	1
	Section 1.03	  	Terms Generally	  	20
	Section 1.04	  	Accounting Terms and Determinations; GAAP	  	20
	
	ARTICLE II
	
	THE CREDITS
			
	Section 2.01	  	Loan Commitments	  	21
	Section 2.02	  	Loans and Borrowings	  	21
	Section 2.03	  	Requests for Borrowings	  	22
	Section 2.04	  	Interest Elections	  	22
	Section 2.05	  	Funding of Borrowing	  	23
	Section 2.06	  	Termination and Reduction of Aggregate Maximum Credit Amount	  	24
	Section 2.07	  	Borrowing Base	  	24
	Section 2.08	  	Letters of Credit	  	28
	Section 2.09	  	Intentionally Omitted	  	32
	Section 2.10	  	Defaulting Lenders or Impacted Lenders	  	32
	
	ARTICLE III
	
	PAYMENTS OF PRINCIPAL AND INTEREST; PREPAYMENTS; FEES
			
	Section 3.01	  	Repayment of Loans	  	34
	Section 3.02	  	Interest	  	34
	Section 3.03	  	Prepayments	  	35
	Section 3.04	  	Fees	  	36
	
	ARTICLE IV
	
	PAYMENTS; PRO RATA TREATMENT; SHARING OF SET-OFFS
			
	Section 4.01	  	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	  	37
	Section 4.02	  	Presumption of Payment by the Borrower	  	38
	
	ARTICLE V
	
	INCREASED COSTS; BREAK FUNDING PAYMENTS; TAXES; ILLEGALITY
			
	Section 5.01	  	Increased Costs	  	39
	Section 5.02	  	Break Funding Payments	  	40

  

 Amended and Restated Credit Agreement – Page i 








					
	 Section 5.03
	  	 Taxes
	  	40
	 Section 5.04
	  	 Designation of Different Lending Office
	  	41
	 Section 5.05
	  	 Illegality
	  	41
	 Section 5.06
	  	 Replacement of a Lender
	  	41
	
	ARTICLE VI
	
	CONDITIONS PRECEDENT
			
	 Section 6.01
	  	 Closing Date
	  	42
	 Section 6.02
	  	 Each Credit Event
	  	44
	
	ARTICLE VII
	
	REPRESENTATIONS AND WARRANTIES
			
	 Section 7.01
	  	 Organization; Powers
	  	45
	 Section 7.02
	  	 Authority; Enforceability
	  	45
	 Section 7.03
	  	 Approvals; No Conflicts
	  	46
	 Section 7.04
	  	 Financial Statements
	  	46
	 Section 7.05
	  	 Litigation
	  	46
	 Section 7.06
	  	 Environmental Matters
	  	46
	 Section 7.07
	  	 Compliance with the Laws and Agreements
	  	47
	 Section 7.08
	  	 Investment Company Act
	  	47
	 Section 7.09
	  	 Taxes
	  	47
	 Section 7.10
	  	 ERISA
	  	48
	 Section 7.11
	  	 Disclosure; No Material Misstatements
	  	48
	 Section 7.12
	  	 Insurance
	  	49
	 Section 7.13
	  	 Restriction on Liens
	  	49
	 Section 7.14
	  	 Subsidiaries
	  	49
	 Section 7.15
	  	 Location of Business and Offices
	  	49
	 Section 7.16
	  	 Properties; Titles; Etc
	  	49
	 Section 7.17
	  	 Title
	  	51
	 Section 7.18
	  	 Security Instruments
	  	51
	 Section 7.19
	  	 Maintenance of Properties
	  	51
	 Section 7.20
	  	 Gas Imbalances; Prepayments
	  	52
	 Section 7.21
	  	 Marketing of Production
	  	52
	 Section 7.22
	  	 Swap Agreements
	  	52
	 Section 7.23
	  	 Use of Loans and Letters of Credit
	  	52
	 Section 7.24
	  	 Solvency
	  	53
	 Section 7.25
	  	 Patriot Act
	  	53
	
	ARTICLE VIII
	
	AFFIRMATIVE COVENANTS
			
	 Section 8.01
	  	 Financial Statements; Ratings Change; Other Information
	  	54
	 Section 8.02
	  	 Notices of Material Events
	  	56
	 Section 8.03
	  	 Existence; Conduct of Business
	  	57
	 Section 8.04
	  	 Payment of Obligations
	  	57
	 Section 8.05
	  	 Performance of Obligations Under Loan Documents
	  	57

  

 Amended and Restated Credit Agreement – Page ii 








					
	 Section 8.06
	  	 Operation and Maintenance of Properties
	  	57
	 Section 8.07
	  	 Insurance
	  	58
	 Section 8.08
	  	 Books and Records; Inspection Rights
	  	58
	 Section 8.09
	  	 Compliance with Laws
	  	58
	 Section 8.10
	  	 Environmental Matters
	  	58
	 Section 8.11
	  	 Further Assurances
	  	59
	 Section 8.12
	  	 Title Information
	  	59
	 Section 8.13
	  	 Additional Collateral; Additional Guarantors
	  	60
	 Section 8.14
	  	 ERISA Compliance
	  	61
	 Section 8.15
	  	 Marketing Activities
	  	62
	 Section 8.16
	  	 Title
	  	62
	
	ARTICLE IX
	
	NEGATIVE COVENANTS
			
	 Section 9.01
	  	 Financial Covenants
	  	62
	 Section 9.02
	  	 Debt
	  	63
	 Section 9.03
	  	 Liens
	  	63
	 Section 9.04
	  	 Dividends, Distributions and Redemptions
	  	64
	 Section 9.05
	  	 Investments, Loans and Advances
	  	64
	 Section 9.06
	  	 Nature of Business
	  	65
	 Section 9.07
	  	 Limitation on Leases
	  	65
	 Section 9.08
	  	 Proceeds of Notes
	  	65
	 Section 9.09
	  	 ERISA Compliance
	  	65
	 Section 9.10
	  	 Sale or Discount of Receivables
	  	66
	 Section 9.11
	  	 Mergers; Etc
	  	66
	 Section 9.12
	  	 Sale of Properties
	  	67
	 Section 9.13
	  	 Transactions with Affiliates
	  	67
	 Section 9.14
	  	 Subsidiaries
	  	67
	 Section 9.15
	  	 Negative Pledge Agreements; Dividend Restrictions
	  	67
	 Section 9.16
	  	 Gas Imbalances, Take-or-Pay or Other Prepayments
	  	67
	 Section 9.17
	  	 Swap Agreements
	  	68
	 Section 9.18
	  	 Tax Status as Partnership; Operating Agreements
	  	69
	 Section 9.19
	  	 Acquisition Properties
	  	69
	
	ARTICLE X
	
	EVENTS OF DEFAULT; REMEDIES
			
	 Section 10.01
	  	 Events of Default
	  	69
	 Section 10.02
	  	 Remedies
	  	71
	 Section 10.03
	  	 Disposition of Proceeds
	  	71
	
	ARTICLE XI
	
	THE ADMINISTRATIVE AGENT AND COLLATERAL AGENT
			
	 Section 11.01
	  	 Appointment; Powers
	  	72
	 Section 11.02
	  	 Duties and Obligations of Administrative Agent and Collateral Agent
	  	72
	 Section 11.03
	  	 Action by Agent
	  	72

  

 Amended and Restated Credit Agreement – Page iii 








					
	 Section 11.04
	  	 Reliance by Agent
	  	73
	 Section 11.05
	  	 Subagents
	  	73
	 Section 11.06
	  	 Resignation or Removal of Agents
	  	74
	 Section 11.07
	  	 Agents and Lenders
	  	74
	 Section 11.08
	  	 No Reliance
	  	74
	 Section 11.09
	  	 Administrative Agent and Collateral Agent May File Proofs of Claim
	  	74
	 Section 11.10
	  	 Authority of Administrative Agent and Collateral Agent to Release Collateral and Liens
	  	75
	 Section 11.11
	  	 The Arrangers and the Syndication Agents
	  	75
	
	ARTICLE XII
	
	MISCELLANEOUS
			
	 Section 12.01
	  	 Notices
	  	75
	 Section 12.02
	  	 Waivers; Amendments
	  	77
	 Section 12.03
	  	 Expenses; Indemnity; Damage Waiver
	  	78
	 Section 12.04
	  	 Successors and Assigns
	  	80
	 Section 12.05
	  	 Survival; Revival; Reinstatement
	  	82
	 Section 12.06
	  	 Counterparts; Integration; Effectiveness
	  	83
	 Section 12.07
	  	 Severability
	  	83
	 Section 12.08
	  	 Right of Setoff
	  	83
	 Section 12.09
	  	 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS
	  	84
	 Section 12.10
	  	 Headings
	  	84
	 Section 12.11
	  	 Confidentiality
	  	85
	 Section 12.12
	  	 Maximum Interest
	  	85
	 Section 12.13
	  	 EXCULPATION PROVISIONS
	  	86
	 Section 12.14
	  	 Collateral Matters; Swap Agreements
	  	86
	 Section 12.15
	  	 No Third Party Beneficiaries
	  	86
	 Section 12.16
	  	 USA Patriot Act Notice
	  	86

  

 Amended and Restated Credit Agreement – Page iv 








					
	 Annex I
	  	 List of Maximum Credit Amounts
	  	
			
	 Exhibit A
	  	 Form of Note
	  	
	 Exhibit B
	  	 Form of Compliance Certificate
	  	
	 Exhibit C
	  	 Security Instruments
	  	
	 Exhibit D
	  	 Form of Assignment and Assumption
	  	
	 Exhibit E
	  	 Form of Borrowing Request
	  	
	 Exhibit F
	  	 Form of Interest Election Request
	  	
	 Exhibit G
	  	 Form of Notice of Letter of Credit Request
	  	
			
	 Schedule 7.05
	  	 Litigation
	  	
	 Schedule 7.06
	  	 Environmental Matters
	  	
	 Schedule 7.11
	  	 Material Debt and Other Obligations
	  	
	 Schedule 7.14
	  	 Subsidiaries and Partnerships
	  	
	 Schedule 7.20
	  	 Gas Imbalances
	  	
	 Schedule 7.21
	  	 Marketing Contracts
	  	
	 Schedule 7.22
	  	 Swap Agreements
	  	

  

 Amended and Restated Credit Agreement – Page v 







 AMENDED AND RESTATED CREDIT AGREEMENT 
 THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of November 13, 2009, is by and among
Constellation Energy Partners LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the “Borrower”), each of the Lenders from time to time party hereto, The Royal Bank of Scotland
plc (in its individual capacity, “RBS”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”), The Bank of Nova Scotia
(“Scotia”), as co-syndication agent, and BNP Paribas (“BNP”), as co-syndication agent (BNP together with Scotia, collectively in such capacity, the “Syndication Agents”).

 RECITALS 
 WHEREAS, the Borrower, the Administrative Agent, BNP Paribas and Wachovia Bank, N.A., as the Syndication Agent and certain lenders are parties to that certain (a) Amended and Restated Credit Agreement dated as of March 28, 2008
(as amended, modified or restated, the “Alabama Agreement”), whereby the lenders therein have extended credit to the Borrower in the form of loans and letters of credit; and (b) Credit Agreement dated as of
March 28, 2008 (as amended, modified or restated, together with the Alabama Agreement, collectively the “Original Agreements”) whereby the lenders therein have extended credit to the Borrower in the form of loans and
letters of credit. 
 WHEREAS, the parties hereto desire to enter into this Agreement, which shall amend and restate and
otherwise supersede the Original Agreements and provide that the Lenders may continue to extend credit to the Borrower as provided in this Agreement. 
 WHEREAS, the Borrower has requested that the Lenders provide Loan Commitments (to include availability for Loans and Letters of Credit), pursuant to which Loans will be made from time to time prior to the
Termination Date, and Letter of Credit Commitments, pursuant to which Letters of Credit will be issued from time to time prior to the Termination Date; 
 WHEREAS, the Lenders and the Issuer are willing, on the terms and subject to the conditions hereinafter set forth, to extend the Loan Commitments and make Loans to the Borrower and issue (or participate
in) Letters of Credit; and 
 NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and of
the loans, extensions of credit and commitments hereinafter referred to, the Borrower, the Administrative Agent, the Syndication Agents and the Lenders agree to amend and restate in their entirety the Original Agreements and hereto agree as follows:

 ARTICLE I 
 DEFINITIONS AND ACCOUNTING MATTERS 
 Section 1.01 Terms
Defined Above. As used in this Agreement, each term defined above has the meaning indicated above. 
 Section 1.02
Certain Defined Terms. As used in this Agreement, the following terms have the meanings specified below: 
 “ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a fluctuating rate determined by reference to the Alternate Base
Rate. 
  

 Amended and Restated Credit Agreement – Page 1 







 “Acceptable Security Interest” in any Property means a Lien which
(a) exists in favor of the Collateral Agent for the benefit of the Administrative Agent, the Issuer, the Lenders, and any Swap Counterparty, (b) is superior to all Liens or rights of any other Person in the Property encumbered thereby,
other than Excepted Liens, (c) secures the Obligations, and (d) is perfected and enforceable. 
 “Act” has the meaning assigned to such term in Section 12.16. 
 “Adjusted EBITDA” means, for any period, the sum of Consolidated Net Income for such period plus (minus) the following expenses or charges to the extent deducted from Consolidated Net Income in such period: Interest
Expense, depreciation, depletion, amortization, write off of deferred financing fees, impairment of long-lived assets, (gain) loss on sale of assets, (gain) loss from equity investment, accretion of asset retirement obligation, unrealized (gain)
loss on natural gas derivatives and realized (gain) loss on cancelled natural gas derivatives, and other similar charges. 
 “Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent. 
 “Advance” means any advance hereunder of monies by a Lender to the Borrower as part of a Borrowing and refers to an ABR Loan or a Eurodollar Loan. 
 “Affected Loans” has the meaning assigned to such term in Section 5.05. 
 “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or
more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 
 “Agents” means each of the Administrative Agent, the Collateral Agent, the Syndication Agents or any combination of them as the context requires and also includes any Person identified as “Bookrunner.”

 “Aggregate Maximum Credit Amount” at any time shall equal the sum of the Maximum Credit Amounts, as
the same may be reduced or terminated pursuant to Section 2.06 or increased pursuant to Section 2.09. 
 “Agreement” means this Amended and Restated Credit Agreement, as the same may from time to time be amended, modified, supplemented or amended and restated. 
 “Alternate Base Rate” means, on any date and with respect to all ABR Loans, a fluctuating rate of interest per annum
(rounded upward, if necessary, to the next highest 1/16 of 1%) equal to the higher of 
 (a) the Base Rate in effect on such
day; and 
 (b) the Federal Funds Effective Rate in effect on such day plus  1/2 of 1%. 
 Changes in the rate of interest on that portion of any Loans maintained as ABR Loans will take effect simultaneously with each change in the
Alternate Base Rate. The Administrative Agent will give notice promptly to the Borrower and the Lenders of changes in the Alternate Base Rate; provided that, the failure to give such notice shall not affect the Alternate Base Rate in effect after
such change. 
  

 Amended and Restated Credit Agreement – Page 2 







 “Applicable Margin” means, for any day and with respect to
(a) all Loans maintained as Eurodollar Loans or ABR Loans or (b) Commitment Fee Rate, the applicable percentage set forth below corresponding to the Borrowing Base Utilization Percentage: 
  

										
	Borrowing Base
Utilization
Percentage	  	Eurodollar Loan	 	 	ABR Loan	 	 	Commitment Fee Rate	 
				
	3 90%	  	3.50	% 	 	2.50	% 	 	0.50	% 
	3 75% < 90%	  	3.25	% 	 	2.25	% 	 	0.50	% 
	3 50% < 75%	  	3.00	% 	 	2.00	% 	 	0.50	% 
	3 25% < 50%	  	2.75	% 	 	1.75	% 	 	0.50	% 
	< 25%	  	2.50	% 	 	1.50	% 	 	0.50	% 

 Each change in the Applicable Margin shall apply during the period commencing on the
effective date of such change and ending on the date immediately preceding the effective date of the next such change, provided, however, that if at any time the Borrower fails to deliver a Reserve Report pursuant to Section 2.07,
then the “Applicable Margin” means the rate per annum set forth on the grid when the Borrowing Base Utilization Percentage is at its highest level. If for any reason, based upon incorrect or inaccurate information provided to
Administrative Agent or Lenders by Borrower, it is determined that a higher Applicable Margin should have applied to a period than was actually applied, then the proper margin shall be applied retroactively, and the Borrower shall pay to the
Administrative Agent, for the benefit of the Lenders, promptly on demand therefor, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. 
 “Applicable Percentage” means, with respect to any Lender, the percentage of the Aggregate Maximum Credit Amount
represented by such Lender’s Maximum Credit Amount as such percentage is set forth on Annex I. 
 “Approved Counterparty” means (a) any Lender or any Affiliate of a Lender and (b) any other Person whose long term senior unsecured debt rating is A/A2 by S&P or Moody’s (or their equivalent) or
higher. 
 “Approved Engineer” means Netherland, Sewell and Associates, Inc. or any other independent
petroleum engineer satisfactory to the Administrative Agent in its sole and absolute discretion. 
 “Approved
Fund” means any Person (other than a natural Person) that (a) is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business, and
(b) is administered or managed by a Lender, an Affiliate of a Lender or a Person or an Affiliate of a Person that administers or manages a Lender. 
 “Arranger” means RBS Securities Inc., in its capacity as lead arranger and sole book runner hereunder. 
 “Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the
consent of any party whose consent is required by Section 12.04(b)), and accepted by the Administrative Agent, in the form of Exhibit D or any other form approved by the Administrative Agent. 
  

 Amended and Restated Credit Agreement – Page 3 







 “Availability Period” means the period from and including the
Closing Date to but excluding the Termination Date. 
 “Available Cash” means, with respect to any
fiscal quarter ending prior to the Termination Date: 
 (a) the sum of (i) all cash and Cash Equivalents of the Borrower on
hand at the end of such fiscal quarter; and (ii) all additional cash and Cash Equivalents of the Borrower on hand on the date of determination of Available Cash with respect to such fiscal quarter resulting from working capital borrowings made
prior to the end of such fiscal quarter, less 
 (b) the amount of any cash reserves established by the board of managers of the
Borrower to (i) provide for the proper conduct of the business of the Borrower (including reserves for future maintenance capital expenditures including drilling and for anticipated future credit needs of the Borrower), (ii) comply with
Governmental Requirements or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which the Borrower or a Consolidated Subsidiary is a party or by which it is bound or its assets are subject or
(iii) provide funds for distributions with respect to any one or more of the next four fiscal quarters. 
 “Base
Amount” has the meaning assigned to such term in Section 2.07(a). 
 “Base
Rate” means, at any time, the rate of interest then most recently established by the Administrative Agent in New York or such other office as the Administrative Agent shall designate in writing, as its base rate for dollars loaned in
the United States. The Base Rate is not necessarily intended to be the lowest rate of interest determined by the Administrative Agent in connection with extensions of credit. 
 “Board” means the Board of Governors of the Federal Reserve System of the United States of America or any successor
Governmental Authority. 
 “Borrowing” means Loans made or continued on the same date and, with respect
to Eurodollar Loans, as to which a single Interest Period is in effect. 
 “Borrowing Base” means an
amount equal to the amount determined in accordance with Section 2.07, as the same may be redetermined and adjusted from time to time pursuant to Section 2.07, Section 8.12(c) or
Section 9.12(d). The Borrowing Base shall be decreased by an amount equal to thirty percent (30%) of the outstanding Debt of the Borrower and any of its Subsidiaries incurred pursuant to Section 9.02(e).

 “Borrowing Base Deficiency” means the aggregate outstanding amount, if any, by which the Total
Revolving Credit Exposure exceeds the lesser of the (i) Borrowing Base and (ii) the Aggregate Maximum Credit Amount. 
 “Borrowing Base Utilization Percentage” means, as of any day, the fraction expressed as a percentage, the numerator of which is the Total Revolving Credit Exposure on such day, and the denominator of which is the
Borrowing Base in effect on such day. 
 “Borrowing Request” means a request by the Borrower for a
Borrowing in accordance with Section 2.03. 
  

 Amended and Restated Credit Agreement – Page 4 







 “Business Day” means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law to remain closed; and if such day relates to a Borrowing or continuation of, a payment or prepayment of principal of or interest on, or the Interest Period for a Loan
or a notice by the Borrower with respect to any such Borrowing or continuation, payment, prepayment, or Interest Period, any day which is also a day on which dealings in dollar deposits are carried out in the London interbank market. 
 “Capital Leases” means, in respect of any Person, all leases which shall have been, or should have been, in
accordance with GAAP, recorded as capital leases on the balance sheet of the Person liable (whether contingent or otherwise) for the payment of rent thereunder. 
 “Cash Collateralize” means, with respect to a Letter of Credit, the deposit of immediately available funds into a cash collateral account maintained with (or on behalf of) the
Administrative Agent on terms reasonably satisfactory to the Administrative Agent. 
 “Cash Equivalent”
means, at any time: 
 (a) any direct obligation of (or unconditionally guaranteed by) the United States or a State thereof (or
any agency or political subdivision thereof, to the extent such obligations are supported by the full faith and credit of the United States or a State thereof) maturing not more than one year after such time; 
 (b) commercial paper maturing not more than 270 days from the date of issue, that is issued by (i) a corporation (other than an
Affiliate of any Obligor) organized under the laws of any State of the United States or of the District of Columbia, and rated A-1 or higher by S&P or P-1 or higher by Moody’s or (ii) any Lender (or its holding company); 
 (c) any certificate of deposit, time deposit or bankers acceptance, maturing not more than one year after its date of issuance, that is
issued by (i) any bank organized under the laws of the United States (or any State thereof), and that has (A) a credit rating of A2 or higher from Moody’s or A or higher from S&P and (B) a combined capital and surplus greater
than $500,000,000, or (ii) any Lender; 
 (d) shares of money market mutual or similar funds which invest exclusively in
assets satisfying the requirements of clauses (a) through (c) of this definition; or 
 (e) money market
funds that (i) purport to comply generally with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by S&P or Aaa by Moody’s or carrying an equivalent rating by a
national recognized rating agency, and (iii) have portfolio assets of at least $5,000,000,000. 
 “Cash
Collateral Account” has the meaning assigned to such term in Section 2.08(j). 
 “Casualty Event” means any loss, casualty or other insured damage to, or any nationalization, taking under power of eminent domain or by condemnation or similar proceeding of, any Property of the Borrower or any of
its Subsidiaries having a fair market value in excess of $100,000 in the aggregate for any calendar year. 
 “Change
in Control” means the occurrence of both of the following events (i) the Permitted Holders shall be the legal or beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of 20% or
less of the then outstanding membership interests (including all securities which are convertible into membership interests) of the Borrower and (ii) any Person or group of Persons acting in concert as a partnership or other group (a
“Group of Persons”),

  

 Amended and Restated Credit Agreement – Page 5 







 
other than one or more of the Permitted Holders, shall be the legal or beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of more than 35%
of the then outstanding membership interests (including all securities which are convertible into membership interests) of the Borrower, provided, that a “Group of Persons” shall not include the underwriter in any firm underwriting
undertaken in connection with any public offering of the Borrower. 
 “Change in Law” means (a) the
adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or
(c) compliance by any Lender or the Issuer (or, for purposes of Section 5.01(b), by any lending office of such Lender or by such Lender’s or the Issuer’s holding company, if any) with any request, guideline or
directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement. 
 “Closing Date” means the date of this Agreement. 
 “Code” means the
Internal Revenue Code of 1986, as amended from time to time, and any successor statute. 
 “Collateral
Agent” means RBS, as collateral agent, under the Pledge and Security Agreement (together with any successor(s) and assign(s) thereto). 
 “Commitment Fee” has the meaning assigned to such term in Section 3.04(a). 
 “Commitment Fee Rate” means the rate per annum determined from time to time based on the percentage reflected in the definition of Applicable Margin. 
 “Consolidated Net Income” means with respect to the Borrower and the Consolidated Subsidiaries, for any period, the
aggregate of the net income (or loss) of the Borrower and the Consolidated Subsidiaries after allowances for taxes for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such net income
(to the extent otherwise included therein) the following (all determined in accordance with GAAP): (a) the net income of any Person in which the Borrower or a Consolidated Subsidiary has an interest (which interest does not cause the net income
of such other Person to be consolidated with the net income of the Borrower and the Consolidated Subsidiaries), except to the extent of the amount of dividends or distributions actually paid in cash during such period by such other Person to the
Borrower or to a Consolidated Subsidiary, as the case may be; (b) the net income (but not loss) during such period of any Consolidated Subsidiary to the extent that the declaration or payment of dividends or similar distributions or transfers
or loans by that Consolidated Subsidiary is not at the time permitted by operation of the terms of its charter or any agreement, instrument or Governmental Requirement applicable to such Consolidated Subsidiary or is otherwise restricted or
prohibited; (c) the net income (or loss) of any Person acquired in a pooling-of-interests transaction for any period prior to the date of such transaction; (d) any extraordinary gains or losses during such period; (e) non-cash gains,
losses or adjustments under FASB Statement No. 133 as a result of changes in the fair market value of derivatives; (f) any gains or losses attributable to writeups or writedowns of assets, including ceiling test writedowns;
(g) non-cash share-based payments under FASB Statement No. 123R; and provided further that if the Borrower or any Consolidated Subsidiary shall acquire or dispose of any Property during such period, then Consolidated Net Income shall be
calculated after giving pro forma effect to such acquisition or disposition, as if such acquisition or disposition had occurred on the first day of such period. 
 “Consolidated Subsidiaries” means each Subsidiary of the Borrower (whether now existing or hereafter created or acquired) the financial statements of which shall be (or should have
been) consolidated with the financial statements of the Borrower in accordance with GAAP. 
  

 Amended and Restated Credit Agreement – Page 6 







 “Control” means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. For purposes of this definition, and without limiting the generality of the foregoing, any
Person that owns directly or indirectly 10% or more of the Equity Interests having ordinary voting power for the election of the directors or other governing body of a Person will be deemed to “control” such other Person.
“Controlling” and “Controlled” have meanings correlative thereto. 
 “Credit
Parties” has the meaning assigned to such term in Section 7.25. 
 “Current
Ratio” means the ratio of 
 (a) consolidated current assets of the Borrower and its Consolidated Subsidiaries but
including any unused availability under the Borrowing Base and excluding therefrom any current non-cash asset (including in respect of Swap Agreements) described in or calculated pursuant to the requirements of Statement of Financial Accounting
Standards 133 and 143, each as amended (provided that, for the avoidance of doubt, the calculation of consolidated current assets shall include any current assets in respect of the termination of any Swap Agreement) 
 to 
 (a)
consolidated current liabilities of the Borrower and its Consolidated Subsidiaries but excluding therefrom any current maturities of Debt (to the extent such payments are not past due) and current non-cash liabilities (including in respect of Swap
Agreements) described in or calculated pursuant to the requirements of Statement of Financial Accounting Standards 133 and 143, each as amended (provided that, for the avoidance of doubt, the calculation of consolidated current liabilities shall
include any current liabilities in respect of the termination of any Swap Agreement). 
 “Debt” means,
for any Person, the sum of the following (without duplication): (a) all obligations of such Person for borrowed money or evidenced by bonds, bankers’ acceptances, debentures, notes or other similar instruments; (b) all obligations of
such Person (whether contingent or otherwise) in respect of letters of credit, surety or other bonds and similar instruments; (c) all accounts payable, accrued expenses, liabilities or other obligations of such Person, in each such case to pay
the deferred purchase price of Property or services; (d) all obligations under Capital Leases; (e) all obligations under Synthetic Leases; (f) all Debt (as defined in the other clauses of this definition) of others secured by (or for
which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) a Lien on any Property of such Person, whether or not such Debt is assumed by such Person; (g) all Debt (as defined in the other clauses of this
definition) of others guaranteed by such Person or in which such Person otherwise assures a creditor against loss of the Debt (howsoever such assurance shall be made) to the extent of the lesser of the amount of such Debt and the maximum stated
amount of such guarantee or assurance against loss; (h) all obligations or undertakings of such Person to maintain or cause to be maintained the financial position or covenants of others or to purchase the Debt or Property of others;
(i) obligations to deliver commodities, goods or services, including, without limitation, Hydrocarbons, in consideration of one or more advance payments, other than gas balancing arrangements in the ordinary course of business;
(j) obligations to pay for goods or services whether or not such goods or services are actually received or utilized by such Person; (k) any Debt of a partnership for which such Person is liable either by agreement, by operation of law or
by a Governmental Requirement but only to the extent of such liability; (l) Disqualified Capital Stock; (m) the undischarged balance of any production payment created by such Person or for the creation of which such Person directly or
indirectly received payment and (n) the principal amount of the obligations of such Person under Swap Agreements, which at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Person would

  

 Amended and Restated Credit Agreement – Page 7 







 
be required to pay if such Swap Agreements were terminated at such time, excluding Swap Agreements with the Administrative Agent or any other Lender. The Debt of any Person shall include all
obligations of such Person of the character described above to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is not included as a liability of such Person under GAAP. 
 “Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or
both would, unless cured or waived, become an Event of Default. 
 “Defaulting Lender” means any Lender,
as reasonably determined by the Administrative Agent, that has (a) failed to fund any portion of its Loans or participations in Letters of Credit within three Business Days of the date required to be funded by it hereunder, (b) notified
the Borrower, the Administrative Agent or the Issuer in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its
funding obligations under this Agreement, (c) failed, within five (5) Business Days after request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective
Loans and participations in then outstanding Letters of Credit, (d) otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within five (5) Business Days of the date
when due, unless the subject of a good faith dispute, or (e) (i) become or is insolvent or has a parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a
receiver, conservator, trustee or custodian appointed for it, or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it or has taken any
corporate or board or other action seeking or agreeing to the appointment of any such Person; provided, that a Lender shall not become a Defaulting Lender solely as the result of the acquisition or maintenance of an ownership interest in such
Lender or Person controlling such Lender or the exercise of control over a Lender or Person controlling such Lender by a Governmental Authority or an instrumentality thereof.” 
 “Designated Amount” has the meaning assigned to such term in Section 3.04(d). 
 “Disqualified Capital Stock” means any Equity Interest that, by its terms (or by the terms of any security into
which it is convertible or for which it is exchangeable) or upon the happening of any event, matures or is mandatorily redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified Capital Stock),
pursuant to a sinking fund obligation or otherwise, or is convertible or exchangeable for Debt or redeemable for any consideration other than other Equity Interests (which would not constitute Disqualified Capital Stock) at the option of the holder
thereof, in whole or in part, on or prior to the date that is one year after the earlier of (a) the Maturity Date and (b) the date on which there are no Loans, Letter of Credit Exposure or other obligations hereunder outstanding and all of
the Loan Commitments are terminated. 
 “dollars” or “$” refers to lawful money
of the United States of America. 
 “Domestic Subsidiary” means any Subsidiary that is organized under
the laws of the United States of America or any state thereof or the District of Columbia. 
 “Eligible
Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; or (d) any other Person (other than a natural Person, the Borrower, any Affiliate of the Borrower or any other Person taking direction
from, or working in concert with, the Borrower or any of the Borrower’s Affiliates) approved by the Administrative Agent and the Issuer. 
 “Environmental Laws” means any and all applicable Governmental Requirements pertaining in any way to health, safety, the environment or the preservation or reclamation of natural
resources, in

  

 Amended and Restated Credit Agreement – Page 8 







 
effect in any and all jurisdictions in which the Borrower or any of its Subsidiaries is conducting or at any time has conducted business, or where any Property of the Borrower or any of its
Subsidiaries is located, including without limitation, the Oil Pollution Act of 1990 (“OPA”), as amended, the Clean Air Act, as amended, the Comprehensive Environmental, Response, Compensation, and Liability Act of 1980
(“CERCLA”), as amended, the Federal Water Pollution Control Act, as amended, the Occupational Safety and Health Act of 1970, as amended, the Resource Conservation and Recovery Act of 1976 (“RCRA”), as amended, the
Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, the Hazardous Materials Transportation Act, as amended, applicable regulations of the State Oil
and Gas Board of Alabama and applicable regulations of the Alabama Department of Environmental Management, and other environmental conservation or protection Governmental Requirements. The term “oil” shall have the meaning specified in
OPA, the terms “hazardous substance” and “release” (or “threatened release”) have the meanings specified in CERCLA and the terms “solid waste” and “disposal” (or “disposed”) have the
meanings specified in RCRA; provided, however, that (a) in the event either OPA, CERCLA or RCRA is amended so as to broaden the meaning of any term defined thereby, such broader meaning shall apply subsequent to the effective date of such
amendment and (b) to the extent the laws of the state or other jurisdiction in which any Property of the Borrower or any of its Subsidiaries is located establish a meaning for “oil,” “hazardous substance,”
“release,” “solid waste,” “disposal” or “oil and gas waste” which is broader than that specified in either OPA, CERCLA or RCRA, such broader meaning shall apply. 
 “Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability
company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such Equity Interest. 
 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute.

 “ERISA Affiliate” means each trade or business (whether or not incorporated) which together with the
Borrower or any of its Subsidiaries would be deemed to be a “single employer” within the meaning of section 4001(b)(1) of ERISA or subsections (b), (c), (m) or (o) of section 414 of the Code. 
 “ERISA Event” means (a) a “Reportable Event” described in section 4043 of ERISA and the regulations
issued thereunder, (b) the withdrawal of the Borrower or any of its Subsidiaries or any ERISA Affiliate from a Plan during a plan year in which it was a “substantial employer” as defined in section 4001(a)(2) of ERISA, (c) the
filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under section 4041 of ERISA, (d) the institution of proceedings to terminate a Plan by the PBGC, (e) receipt of a notice of withdrawal
liability pursuant to Section 4202 of ERISA or (f) any other event or condition which might constitute grounds under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan. 
 “Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising
such Borrowing, are bearing interest at a rate determined by reference to the LIBO Rate. 
 “Event of
Default” has the meaning assigned to such term in Section 10.01. 
 “Excepted
Liens” shall mean: (i) Liens for taxes, assessments or other governmental charges or levies not yet due or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained;
(ii) Liens in connection with workmen’s compensation, unemployment insurance or other social security, old age pension or public liability obligations not yet due or which are

  

 Amended and Restated Credit Agreement – Page 9 







 
being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (iii) operators’, vendors’, carriers’,
warehousemen’s, repairmen’s, mechanics’, workmen’s, materialmen’s, construction or other like Liens arising by operation of law in the ordinary course of business or incident to the exploration, development, operation and
maintenance of Oil and Gas Properties or statutory landlord’s liens, each of which is in respect of obligations that are not delinquent or which are being contested in good faith by appropriate proceedings and for which adequate reserves have
been maintained in accordance with GAAP; (iv) contractual Liens which arise in the ordinary course of business under operating agreements, joint venture agreements, oil and gas partnership agreements, oil and gas leases, farm-out agreements,
division orders, contracts for the sale, transportation or exchange of oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements, overriding royalty agreements, marketing agreements, processing
agreements, net profits agreements, development agreements, gas balancing or deferred production agreements, injection, repressuring and recycling agreements, salt water or other disposal agreements, seismic or other geophysical permits or
agreements, and other agreements which are usual and customary in the oil and gas business and are for claims which are not delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been
maintained in accordance with GAAP, provided that any such Lien referred to in this clause does not materially impair the use of the Property covered by such Lien for the purposes for which such Property is held by the Borrower or any of its
Subsidiaries or materially impair the value of such Property subject thereto; (v) encumbrances (other than to secure the payment of borrowed money or the deferred purchase price of Property or services), easements, restrictions, servitudes,
permits, conditions, covenants, exceptions or reservations in any rights of way or other Property of the Borrower or any of its Subsidiaries for the purpose of roads, pipelines, transmission lines, transportation lines, distribution lines for the
removal of gas, oil, coal or other minerals or timber, and other like purposes, or for the joint or common use of real estate, rights of way, facilities and equipment, and defects, irregularities, zoning restrictions and deficiencies in title of any
rights of way or other Property which in the aggregate do not materially impair the use of such rights of way or other Property for the purposes of which such rights of way and other Property are held by the Borrower or any Subsidiary or materially
impair the value of such Property subject thereto; (vi) deposits of cash or securities to secure the performance of bids, trade contracts, leases, statutory obligations and other obligations of a like nature incurred in the ordinary course of
business; (vii) Liens permitted by the Security Instruments; (viii) burdens created by the NPI; and (ix) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or
similar rights and remedies and burdening only deposit accounts or other funds maintained with a creditor depository institution, provided that no such deposit account is a dedicated cash collateral account or is subject to restrictions against
access by the depositor in excess of those set forth by regulations promulgated by the Board and no such deposit account is intended by the Borrower or any of its Subsidiaries to provide collateral to the depository institution. 
 “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any Issuer or any other recipient of
any payment to be made by or on account of any obligation of the Borrower or any Guarantor hereunder or under any other Loan Document, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America or
such other jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by
the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower or any Guarantor is located and (c) in the case of a Foreign Lender any withholding tax that is imposed on amounts payable to such Foreign
Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender’s failure to comply with Section 5.03(e), except to the extent that such
Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts with respect to such withholding tax pursuant to Section 5.03(a) or
Section 5.03(c). 
  

 Amended and Restated Credit Agreement – Page 10 







 “Federal Funds Effective Rate” means, for any
day, a fluctuating interest rate per annum (rounded upwards to the next  1/100th of 1%)
equal for each day during such day to 
 (a) the weighted average of the rates on overnight federal funds transactions
with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York; or 
 (b) if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions
received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. 
 “Financial Officer” means, for any Person, the chief financial officer, principal accounting officer, treasurer or controller of such Person. Unless otherwise specified, all references to a Financial Officer shall
mean a Financial Officer of the Borrower. 
 “Financial Statements” means the audited consolidated
balance sheet of the Borrower and its Consolidated Subsidiaries as of December 31, 2008 and the related consolidated statement of income, members’ equity and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal year
ended on such date. 
 “Foreign Lender” means any Lender that is organized under the laws of a
jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. 
 “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary. 
 “GAAP” means generally accepted accounting principles in the United States of America as in effect from time to time
subject to the terms and conditions set forth in Section 1.04. 
 “Governmental
Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other
entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government over the Borrower or any of its Subsidiaries, any of their Properties, any Agent, any Issuer or any Lender.

 “Governmental Requirement” means any applicable law, statute, code, ordinance, order, determination,
rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization or other directive or requirement, whether now or hereinafter in effect, including, without limitation, Environmental Laws, energy regulations and
occupational, safety and health standards or controls, of any Governmental Authority. 
 “Guarantee
Agreement” means each agreement executed by the Guarantors in a form acceptable to the Administrative Agent and Lenders, as the same may be amended, modified or supplemented from time to time. 
 “Guarantors” means RBO, RBP, CEP Mid-Continent LLC, a Delaware limited liability company, Northeast Shelf Energy,
L.L.C., an Oklahoma limited liability company, Mid-Continent Oilfield Supply, L.L.C., an Oklahoma limited liability company, and any additional Guarantors pursuant to Section 8.13. 
  

 Amended and Restated Credit Agreement – Page 11 







 “Highest Lawful Rate” means, with respect to each Lender, the
maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the Notes or on other Obligations under laws applicable to such Lender which are presently in effect or,
to the extent allowed by law, under such applicable federal laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than Governmental Requirements allow as of the date hereof. 
 “Hydrocarbon Interests” means all rights, titles, interests and estates now or hereafter acquired in and to oil and
gas leases, oil, gas and mineral leases, or other liquid or gaseous hydrocarbon leases, mineral fee interests, overriding royalty and royalty interests, net profit interests and production payment interests, including any reserved or residual
interests of whatever nature. 
 “Hydrocarbons” means oil, gas, casinghead gas, drip gasoline, natural
gasoline, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons, coal bed gas and occluded natural gas and all products refined or separated therefrom. 
 “Impacted Lender” means, at any time, a Lender (a) as to which the Administrative Agent or the Issuer has in good faith determined and notified the Borrower and, in the case
of the Issuer, the Administrative Agent that such Lender or its Parent Company or a Subsidiary thereof has notified the Administrative Agent, or has stated publicly, that it will not comply with its funding obligations under any other loan agreement
or credit agreement or other similar agreement or (b) that has, or whose Parent Company has, a non-investment grade rating from Moody’s (below Baa3) or S&P (below BBB-) or another nationally recognized rating agency. Any determination
that a Lender is an Impacted Lender under clause (a) above will be made by the Administrative Agent or the Issuer, as the case may be, in its sole discretion acting in good faith. The Administrative Agent will promptly send to all parties
hereto a copy of any notice to the Borrower provided for in this definition. 
 “Indemnified Taxes”
means Taxes other than Excluded Taxes. 
 “Initial Reserve Report” means the reserve report concerning
Oil and Gas Properties of Borrower and its Subsidiaries, prepared by Borrower’s petroleum engineers, effective as of June 30, 2009. 
 “Interest Election Request” means a request by the Borrower to continue a Borrowing in accordance with Section 2.04. 
 “Interest Expense” means, for any period, the sum (determined without duplication) of the aggregate gross interest
expense of the Borrower and the Consolidated Subsidiaries for such period, including (a) to the extent included in interest expense under GAAP: (i) amortization of debt discount, (ii) capitalized interest and (iii) the portion of
any payments or accruals under Capital Leases allocable to interest expense, plus the portion of any payments or accruals under Synthetic Leases allocable to interest expense whether or not the same constitutes interest expense under GAAP and
(b) cash dividend payments by the Borrower in respect of any Disqualified Capital Stock; but excluding non-cash gains, losses or adjustments under FASB Statement No. 133 as a result of changes in the fair market value of derivatives.

 “Interest Period” means with respect to any Borrowing, the period commencing on the date of such
Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter, as the Borrower may elect; provided, that (a) if any Interest Period would end on a day other than a Business Day, such
Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (b) any
Interest Period pertaining to a Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is

  

 Amended and Restated Credit Agreement – Page 12 







 
no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof,
the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. 
 “Investment” means, for any Person: (a) the acquisition (whether for cash, Property, services or securities or
otherwise) of Equity Interests of any other Person or any agreement to make any such acquisition (including, without limitation, any “short sale” or any sale of any securities at a time when such securities are not owned by the Person
entering into such short sale); (b) the making of any deposit for the purpose of acquisition of Equity Interests or Debt with, or advance, loan or capital contribution to, assumption of Debt of, purchase or other acquisition of any other Debt
or equity participation or interest in, or other extension of credit to, any other Person (including the purchase of Property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such Property to such
Person, but excluding any such advance, loan or extension of credit having a term not exceeding ninety (90) days representing the purchase price of inventory, equipment, or supplies sold by such Person in the ordinary course of business);
(c) the purchase or acquisition (in one or a series of transactions) of Property of another Person that constitutes a business unit or (d) the entering into of any guarantee of, or other contingent obligation (including the deposit of any
Equity Interests to be sold) with respect to, Debt or other liability of any other Person and (without duplication) any amount committed to be advanced, lent or extended to such Person. 
 “Issuer” means The Royal Bank of Scotland plc, in its capacity as an issuer of Letters of Credit hereunder, and its
successors in such capacity as provided in Section 2.08(i). 
 “Lenders” means the
Persons listed on Annex I, and any Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. 

“Letter of Credit” means any letter of credit issued pursuant to this Agreement. 
 “Letter of Credit Agreements” means all letter of credit applications and other agreements (including any
amendments, modifications or supplements thereto) submitted by the Borrower, or entered into by the Borrower, with any Issuer relating to any Letter of Credit issued by such Issuer. 
 “Letter of Credit Commitment” at any time means Twenty Million Dollars ($20,000,000). 
 “Letter of Credit Disbursement” means a payment made by the Issuer pursuant to a Letter of Credit issued by the
Issuer. 
 “Letter of Credit Exposure” means, at any time, the sum of (a) the aggregate undrawn
amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all unpaid and outstanding Reimbursement Obligations. The Letter of Credit Exposure of any Lender at any time shall be its Applicable Percentage of the
total Letter of Credit Exposure at such time. 
 “LIBO Rate” means, with respect to
any Borrowing for any Interest Period, the rate per annum (rounded upwards, if necessary, to the nearest  1/100th of 1%) as calculated by the British Banks’ Association and obtained through a nationally recognized service such as the Dow Jones Market Service (Telerate) or Reuters (the
“Service”) (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as
determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of 

  

 Amended and Restated Credit Agreement – Page 13 







 
such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the
“LIBO Rate” with respect to such Borrowing for such Interest Period shall be the rate (rounded upwards, if necessary, to the next  1/100th of 1%) at which dollar deposits of $1,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds
in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period. 
 “Lien” means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common
law, statute or contract, and whether such obligation or claim is fixed or contingent, and including but not limited to (a) the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or
trust receipt or a financing lease, consignment or bailment for security purposes or (b) production payments and the like payable out of Oil and Gas Properties. The term “Lien” shall include easements, restrictions, servitudes,
permits, conditions, covenants, exceptions or reservations. 
 “Loan Commitment” means, with respect to
each Lender, the commitment of such Lender to make Loans and to acquire participations in Letters of Credit hereunder, as such commitment may be (a) modified from time to time pursuant to Sections 2.06 or 2.09 and
(b) modified from time to time pursuant to assignments by or to such Lender pursuant to Section 12.04(b). 
 “Loan Documents” means this Agreement, the Notes, the Letter of Credit Agreements, the Letters of Credit, any Swap Agreements with any current Lender or Affiliate of a current Lender, and the Security Instruments.

 “Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement. 

“Majority Lenders” means, at any time while no Loans or Letter of Credit Exposure is outstanding, Lenders having
at least fifty-one percent (51%) of the Aggregate Maximum Credit Amount; and at any time while any Loans or Letter of Credit Exposure is outstanding, Lenders holding at least fifty-one percent (51%) of the outstanding aggregate principal
amount of the Loans or participation interests in Letters of Credit (without regard to any sale by a Lender of a participation in any Loan under Section 12.04(c)). 
 “Management Services Agreement” means that certain Management Services Agreement by and between the Borrower and
Constellation Energy Partners Management, LLC dated November 20, 2006. 
 “Managers” means the
members of the Board of Managers or Board of Directors (however designated from time to time) of the Borrower as constituted from time to time. 
 “Material Adverse Effect” means a material adverse change in, or material adverse effect on (a) the business, operations, Property, liabilities (actual or contingent) or
condition (financial or otherwise) of the Borrower and the Guarantors taken as a whole, (b) the ability of the Borrower, any of its Subsidiaries or any Guarantor to perform any of its obligations under any Loan Document to which it is a party,
(c) the validity or enforceability of any Loan Document or (d) the rights and remedies of or benefits available to the Administrative Agent, any other Agent, the Issuer or any Lender under any Loan Document. 
 “Material Domestic Subsidiary” means, as of any date, any Domestic Subsidiary that (a) is a Wholly-Owned
Subsidiary and (b) together with its Subsidiaries, owns Property having a fair market value of $1,000,000 or more. 
  

 Amended and Restated Credit Agreement – Page 14 







 “Material Indebtedness” means Debt (other than the Loans and Letters
of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and its Subsidiaries in an aggregate principal amount exceeding $1,000,000. For purposes of determining Material Indebtedness, the
“principal amount” of the obligations of the Borrower or any of its Subsidiaries in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such
Subsidiary would be required to pay if such Swap Agreement were terminated at such time. 
 “Material Swap
Transaction” has the meaning assigned to such term in Section 8.01(j). 
 “Maturity
Date” means the earlier to occur of (a) November 13, 2012 or (b) the date that the Loan Commitments are sooner terminated pursuant to Sections 2.06 or 10.02. 
 “Maximum Credit Amount” means, as to each Lender, the amount set forth opposite such Lender’s name on
Annex I under the caption “Maximum Credit Amount”, as the same may be (a) reduced or terminated from time to time in connection with a reduction or termination of the Aggregate Maximum Credit Amount pursuant to
Section 2.06 or (b) modified from time to time pursuant to Section 2.09 or pursuant to any assignment permitted by Section 12.04(b). 
 “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto that is a nationally recognized
rating agency. 
 “Mortgaged Property” means any Property owned by the Borrower or any Guarantor which
is subject to the Liens existing and to exist under the terms of the Security Instruments. 
 “Mortgages” means the mortgages and/or deeds of trust subjecting the Property of Borrower or any Guarantor to Liens in favor of Administrative Agent for the benefit of the Lenders and the Swap Counterparties.

 “Multiemployer Plan” means a Plan which is a multiemployer plan as defined in section 3(37) or 4001
(a)(3) of ERISA. 
 “Net Revenue Interest” means, with respect to any Property, the decimal or
percentage share of production from or allocable to such Property, after deduction of all overriding royalties and other burdens (including lessor royalties), that an owner of a Working Interest is entitled to receive. 
 “Non-Defaulting Lender” means a Lender that is not a Defaulting Lender or an Impacted Lender. 
 “Notes” means the promissory notes of the Borrower described in Section 2.02(d) and being
substantially in the form of Exhibit A, together with all amendments, modifications, replacements, extensions and rearrangements thereof. 
 “NPI” means the net profits interest created by the Net Overriding Royalty Conveyance dated October 1, 1993 from Velasco Gas Company, Ltd. to Torch Energy Advisors
Incorporated and from Torch Energy Advisors Incorporated to the Torch Energy Royalty Trust and recorded and filed for record in Book 1164, Page 320, Records of Tuscaloosa County, Alabama. 
 “Obligations” means (a) all principal, interest, fees, reimbursements, indemnifications, and other amounts
payable by Borrower or any of its Subsidiaries to the Administrative Agent, the Issuer or the Lenders under the Loan Documents, including without limitation, the Letter of Credit Exposure and (b) all obligations of Borrower or any of its
Subsidiaries owing to any Swap Counterparty under any Swap Agreement. 
  

 Amended and Restated Credit Agreement – Page 15 







 “Obligor” means, as the context may require, (a) the Borrower
and (b) each Guarantor. 
 “OFAC” means the U.S. Department of the Treasury’s Office of
Foreign Assets Control. 
 “Oil and Gas Properties” means (a) Hydrocarbon Interests; (b) the
Properties now or hereafter pooled or unitized with Hydrocarbon Interests; (c) all presently existing or future unitization, pooling agreements and declarations of pooled units and the units created thereby (including without limitation all
units created under orders, regulations and rules of any Governmental Authority) which may affect all or any portion of the Hydrocarbon Interests; (d) all operating agreements, contracts and other agreements, including production sharing
contracts and agreements, which relate to any of the Hydrocarbon Interests or the production, sale, purchase, exchange or processing of Hydrocarbons from or attributable to such Hydrocarbon Interests (including but not limited to that certain
Stipulation and Agreement of Compromise and Settlement, dated as of November 22, 2000, by and between H. Gregory Pearson, et al. and Torchmark Corporation, et al., as well as all proceeds deriving therefrom); (e) all Hydrocarbons in and
under and which may be produced and saved or attributable to the Hydrocarbon Interests, including all oil in tanks, and all rents, issues, profits, proceeds, products, revenues and other incomes from or attributable to the Hydrocarbon Interests;
(f) all tenements, hereditaments, appurtenances and Properties in any manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests and (g) all Properties, rights, titles, interests and estates described or referred to
above, including any and all Property, real or personal, now owned or hereinafter acquired and situated upon, used, held for use or useful in connection with the operating, working or development of any of such Hydrocarbon Interests or Property
(excluding drilling rigs, automotive equipment, rental equipment or other personal Property which may be on such premises for the purpose of drilling a well or for other similar temporary uses) and including any and all oil wells, gas wells,
injection wells or other wells, buildings, structures, fuel separators, liquid extraction plants, plant compressors, pumps, pumping units, field gathering systems, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines,
boilers, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way, easements and servitudes together with all additions, substitutions, replacements, accessions and
attachments to any and all of the foregoing. 
 “OPA” has the meaning assigned to such term in the
definition of “Environmental Laws”. 
 “Other Taxes” means any and all present or future stamp
or documentary taxes or any other excise or Property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery, recordation or enforcement of, or otherwise with respect to, this Agreement and any other
Loan Document. 
 “Parent Company” means, with respect to a Lender, the bank holding company (as defined
in Federal Reserve Board Regulation Y), if any, of such Lender, and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the shares of such Lender. 
 “Participant” has the meaning assigned to such term in Section 12.04(c)(i). 
 “PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto. 
 “Permitted Holders” means Constellation Energy Partners Holdings, LLC, a Delaware limited liability company. and
Constellation Energy Partners Management, LLC, a Delaware limited liability company, while such companies remain wholly-owned subsidiaries of Constellation Energy Group, Inc., or any other wholly-owned subsidiary of Constellation Energy Group, Inc.

  

 Amended and Restated Credit Agreement – Page 16 







 “Person” means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. 
 “Plan” means any employee pension benefit plan, as defined in section 3(2) of ERISA, which (a) is currently or hereafter sponsored, maintained or contributed to by the Borrower, any of its Subsidiaries or an
ERISA Affiliate or (b) was at any time during the six calendar years preceding the date hereof, sponsored, maintained or contributed to by the Borrower, any of its Subsidiaries or an ERISA Affiliate. 
 “Pledge and Security Agreement” means the Amended and Restated Pledge and Security Agreement dated as of the Closing
Date executed by the Borrower and each of the Guarantors existing on the Closing Date, in favor of the Collateral Agent, which amends and restates that certain Amended and Restated Pledge and Security Agreement dated March 28, 2008 by and among
Borrower and each of the Guarantors in favor of Administrative Agent, for the benefit of Lenders and Swap Counterparties, and any supplements thereto executed by any Guarantor pursuant to Section 8.13(b), each as amended,
restated, modified and supplemented from time to time. 
 “Property” means any interest in any kind of
property or asset, whether real, personal or mixed, or tangible or intangible, including, without limitation, cash, securities, accounts and contract rights (including but not limited to Swap Agreements). 
 “Proposed Borrowing Base” has the meaning assigned to such term in Section 2.07(b). 

“Proved Developed Nonproducing Reserves” means Oil and Gas Properties which are categorized as “Proved
Reserves” that are both “Developed” and “Nonproducing”, as such terms are defined in the Definitions for Oil and Gas Reserves as promulgated by the Society of Petroleum Engineers (or any generally recognized successor) as in
effect at the time in question. 
 “Proved Developed Producing Reserves” means Oil and Gas Properties
which are categorized as “Proved Reserves” that are both “Developed” and “Producing”, as such terms are defined in the Definitions for Oil and Gas Reserves as promulgated by the Society of Petroleum Engineers (or any
generally recognized successor) as in effect at the time in question. 
 “Proved Undeveloped Reserves”
means Oil and Gas Properties which are categorized as “Proved Reserves” that are “Undeveloped Reserves”, as such terms are defined in the Definitions for Oil and Gas Reserves as promulgated by the Society of Petroleum Engineers
(or any generally recognized successor) as in effect at the time in question. 
 “RBO” means
Robinson’s Bend Operating II, LLC, a Delaware limited liability company. 
 “RBP” means
Robinson’s Bend Production II, LLC, a Delaware limited liability company. 
 “Redemption” means
with respect to any Debt, the repurchase, redemption, prepayment, repayment or defeasance or any other acquisition or retirement for value (or the segregation of funds with respect to any of the foregoing) of any such Debt. “Redeem” has
the correlative meaning thereto. 
 “Register” has the meaning assigned to such term in
Section 12.04(b)(iv). 
 “Reimbursement Obligations” has the meaning assigned to such
term in Section 2.08(f). 
 “Related Parties” means, with respect to any specified
Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors (including attorneys, accountants and experts) of such Person and such Person’s Affiliates. 
  

 Amended and Restated Credit Agreement – Page 17 







 “Remedial Work” has the meaning assigned to such term in
Section 8.10(a). 
 “Required Lenders” means, at any time while
no Loans or Letter of Credit Exposure is outstanding, Lenders having at least sixty-six and two-thirds percent (66- 2/3%) of the Aggregate Maximum Credit Amount; and at any time while any Loans or Letter of Credit Exposure is outstanding, Lenders holding at least sixty-six and two-thirds percent
(66- 2/3%) of the outstanding aggregate principal
amount of the Loans or participation interests in Letters of Credit (without regard to any sale by a Lender of a participation in any Loan under Section 12.04(c)). 
 “Reserve Report” means the Initial Reserve Report and each other report setting forth, as of each January 1st
or July 1st (or such other date as required pursuant to Section 2.07 and the other provisions of this Agreement), the oil and gas reserves attributable to the Oil and Gas Properties of the Borrower and its Subsidiaries,
together with a projection of the rate of production and future net income, severance and ad valorem taxes, operating expenses and capital expenditures with respect thereto as of such date, consistent with SEC reporting requirements at the time,
provided that each such report hereafter delivered must (a) separately report on the Proved Developed Producing Reserves, Proved Developed Nonproducing Reserves and Proved Undeveloped Reserves of the Borrower and its Consolidated Subsidiaries,
(b) separately report on the Oil and Gas Properties of the Borrower and its Subsidiaries located in the State of Alabama and those Oil and Gas Properties located outside the State of Alabama, (c) take into account the Borrower’s or
its Consolidated Subsidiaries’ (or the prior owner’s, if the Borrower or Consolidated Subsidiaries have owned such Oil and Gas Properties for less than one year prior to the date of the report) actual experiences with leasehold operating
expenses and other costs in determining projected leasehold operating expenses and other costs, (d) identify and take into account any “overproduced” or “under-produced” status under gas balancing arrangements, and
(e) reflect recent information and analysis comparable in scope to that contained in the Initial Reserve Report. 
 “Responsible Officer” means, as to any Person, the Chief Executive Officer, the President or any Financial Officer of such Person. Unless otherwise specified, all references to a Responsible Officer herein shall mean
a Responsible Officer of the Borrower. 
 “Restricted Payment” means any dividend or other distribution
(whether in cash, securities or other Property) with respect to any Equity Interests in the Borrower, or any payment (whether in cash, securities or other Property), including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Borrower or any option, warrant or other right to acquire any such Equity Interests in the Borrower. 
 “Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal
amount of such Lender’s Loans and its Letter of Credit Exposure at such time. 
 “Rolling Period”
means for any date of determination, the most recent four quarters ended on such date. 
 “Sanctioned
Entity” means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, or (d) a person or entity
resident in or determined to be resident in a country, that is subject to a country sanctions program administered and enforced by OFAC. 
 “Sanctioned Person” means a person named on the list of Specially Designated Nationals maintained by OFAC. 
 “Security Instruments” means the Guarantee Agreement, Pledge and Security Agreement, Mortgages, and other
agreements, instruments or certificates described or referred to in Exhibit C, and

  

 Amended and Restated Credit Agreement – Page 18 







 
any and all other agreements, instruments, consents or certificates now or hereafter executed and delivered by the Borrower or any other Person in connection with, or as security for the payment
or performance of the Obligations. 
 “S&P” means Standard & Poor’s Ratings Group, a
division of The McGraw-Hill Companies, Inc., and any successor thereto that is a nationally recognized rating agency. 
 “Subsidiary” means: (a) any Person of which at least a majority of the outstanding Equity Interests having by the terms thereof ordinary voting power to elect a majority of the board of directors, manager or
other governing body of such Person (irrespective of whether or not at the time Equity Interests of any other class or classes of such Person shall have or might have voting power by reason of the happening of any contingency) is at the time
directly or indirectly owned or controlled by the Borrower or one or more of its Subsidiaries or by the Borrower and one or more of its Subsidiaries and (b) any partnership of which the Borrower or any of its Subsidiaries is a general partner.
Unless otherwise indicated herein, each reference to the term “Subsidiary” shall mean a Subsidiary of the Borrower. 
 “Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement, whether exchange traded, “over-the-counter” or otherwise, involving,
or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any
combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or any of its
Subsidiaries shall be a Swap Agreement. 
 “Swap Counterparty” means any Lender (or Affiliate of a
Lender) that is party to a Swap Agreement with the Borrower or any of its Subsidiaries. 
 “Synthetic
Leases” means, in respect of any Person, all leases which shall have been, or should have been, in accordance with GAAP, treated as operating leases on the financial statements of the Person liable (whether contingently or otherwise)
for the payment of rent thereunder and which were properly treated as indebtedness for borrowed money for purposes of U.S. federal income taxes, if the lessee in respect thereof is obligated to either purchase for an amount in excess of, or pay upon
early termination an amount in excess of, 80% of the residual value of the Property subject to such operating lease upon expiration or early termination of such lease. 
 “Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority. 
 “Termination Date” means the earlier of the Maturity Date and the date of termination of the Loan Commitments.

 “Torch Energy Royalty Trust” means the trust created by and administered under the forms of the Trust
Agreement by and among Torch Energy Advisors Incorporated, Torch Royalty Company, Velasco Gas Company Ltd. and Wilmington Trust Company dated as of October 1, 1993 and any successors in interest to the trust. 
 “Total Net Debt” means Debt less Available Cash. 
 “Total Revolving Credit Exposure” means the aggregate of all Revolving Credit Exposure hereunder. 
  

 Amended and Restated Credit Agreement – Page 19 







 “Transactions” means, with respect to (a) the Borrower, the
execution, delivery and performance by the Borrower of this Agreement, and each other Loan Document to which it is a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder, and the grant of
Liens by the Borrower on Mortgaged Properties and other Properties pursuant to the Security Instruments and (b) any Guarantor, the execution, delivery and performance by such Guarantor of each Loan Document to which it is a party, the
guaranteeing of the Obligations and the other obligations under the Guarantee Agreement by such Guarantor and such Guarantor’s grant of the security interests and provision of collateral under the Security Instruments, and the grant of Liens by
such Guarantor on Mortgaged Properties and other Properties pursuant to the Security Instruments. 
 “Type” means, relative to any Loan, the portion thereof, if any, being maintained as an ABR Loan or a Eurodollar Loan. 
 “Wholly-Owned Subsidiary” means any Subsidiary of which all of the outstanding Equity Interests (other than any directors’ qualifying shares mandated by Governmental
Requirements), on a fully-diluted basis, are owned by the Borrower or one or more of the Wholly-Owned Subsidiaries or are owned by the Borrower and one or more of the Wholly-Owned Subsidiaries. 
 “Working Interest” means the property interest which entitles the owner thereof to explore and develop certain land
for oil and gas production purposes, whether under an oil and gas lease or unit, a compulsory pooling order or otherwise. 
 Section 1.03 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same
meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or
other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth in the Loan Documents herein), (b) any reference herein to any law shall be
construed as referring to such law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns
(subject to the restrictions contained in the Loan Documents herein), (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and
not to any particular provision hereof, (e) with respect to the determination of any time period, the word “from” means “from and including” and the word “to” means “to and including” and (f) any
reference herein to Articles, Sections, Annexes, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement. No provision of this Agreement or any other Loan Document shall
be interpreted or construed against any Person solely because such Person or its legal representative drafted such provision. 
 Section 1.04 Accounting Terms and Determinations; GAAP. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made,
and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the
Financial Statements except for changes in which the Borrower’s independent certified public accountants concur and which are disclosed to Administrative Agent on the next date on which financial statements are required to be delivered to the
Lenders pursuant to Section 8.01(a); provided that, unless the Borrower and the Required Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained
herein is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods. 
  

 Amended and Restated Credit Agreement – Page 20 







 ARTICLE II 
 THE CREDITS 
 Section 2.01 Loan
Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Loans to the Borrower during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving
Credit Exposure exceeding the lesser of such Lender’s Applicable Percentage of the Borrowing Base and such Lender’s Maximum Credit Amount or (b) the Total Revolving Credit Exposures exceeding the lesser of the Borrowing Base and the
Aggregate Maximum Credit Amount. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow the Loans. 
 Section 2.02 Loans and Borrowings. 
 (a) Borrowings; Several Obligations. Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective Loan Commitments. The failure
of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Loan Commitments are several and no Lender shall be responsible for any other Lender’s failure to make
Loans as required. 
 (b) Types of Loans. Each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as
the Borrower may request in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not
affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement. 
 (c) Minimum
Amounts; Limitation on Number of Borrowings. At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $500,000 and not less than $1,000,000. At the
time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $250,000 and not less than $1,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire
unused balance of the Aggregate Maximum Credit Amount or that is required to finance the reimbursement of a Letter of Credit Disbursement as contemplated by Section 2.08(e). Borrowings of more than one Type may be outstanding at
the same time; provided that there shall not at any time be more than a total of three (3) Eurodollar Borrowings outstanding. Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to
continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date. 
 (d)
Notes. The Loans made by each Lender shall, if requested by such Lender in writing, be evidenced by a single promissory note of the Borrower (except in the case of an increase of a Maximum Credit Amount of the Lenders in accordance with
Section 2.09, which may be evidenced by one or more promissory notes of the Borrower) in substantially the form of Exhibit A, dated, in the case of (i) any Lender party hereto as of the date of this Agreement,
as of the date of this Agreement or (ii) any Lender that becomes a party hereto pursuant to an Assignment and Assumption, as of the effective date of the Assignment and Assumption, payable to the order of such Lender in a principal amount equal
to its Maximum Credit Amount as in effect on such date, and otherwise duly completed. In the event that any Lender’s Maximum Credit Amount increases or decreases for any reason (whether pursuant to Section 2.06,
Section 2.09, Section 12.04(b) or otherwise), the Borrower shall deliver or cause to be delivered on

  

 Amended and Restated Credit Agreement – Page 21 







 
the effective date of such increase or decrease, a new Note payable to the order of such Lender in a principal amount equal to its Maximum Credit Amount after giving effect to such increase or
decrease, and otherwise duly completed and the affected Lender shall deliver the Note being replaced to the Borrower immediately. The date, amount, interest rate and Interest Period of each Loan made by each Lender, and all payments made on account
of the principal thereof, shall be recorded by such Lender on its books for its Note, and, prior to any transfer, may be endorsed by such Lender on a schedule attached to such Note or any continuation thereof or on any separate record maintained by
such Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of its Note.

 Section 2.03 Requests for Borrowings. To request a Borrowing, the Borrower shall notify the Administrative
Agent of such request by telephone not later than Noon, New York time, (i) three (3) Business Days before the date of the proposed Borrowing, in the case of Eurodollar Borrowings, or (ii) on the same Business Day, in the case of ABR
Borrowings. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request in the form attached hereto as Exhibit E.
Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: 
 (i) the aggregate amount of the requested Borrowing; 
 (ii) the
date of such Borrowing, which shall be a Business Day; 
 (iii) in the case of Eurodollar Borrowings, the initial
Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; 
 (iv) the amount of the then effective Borrowing Base, the current Total Revolving Credit Exposures (without regard to the requested Borrowing) and the pro forma Total Revolving Credit Exposures (giving
effect to the requested Borrowing); and 
 (v) the location and number of the Borrower’s account to which
funds are to be disbursed, which shall comply with the requirements of Section 2.05. 
 In the case of
Eurodollar Borrowings, if no Interest Period is specified with respect to any requested Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Each Borrowing Request shall constitute a
representation that the amount of the requested Borrowing shall not cause the Total Revolving Credit Exposures to exceed the lesser of the Aggregate Maximum Credit Amount and the then effective Borrowing Base. 
 Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall
advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. 
 Section 2.04 Interest Elections. 
 (a) Continuance. Each Borrowing initially shall have an initial
Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to continue such Borrowing and may elect Interest Periods therefor, all as provided in this Section 2.04. The Borrower may elect different
options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be
considered a separate Borrowing. 
  

 Amended and Restated Credit Agreement – Page 22 







 (b) Interest Election Requests. To make an election pursuant to this
Section 2.04, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03. Each such telephonic Interest Election
Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in the form attached hereto as Exhibit F and signed by the Borrower.

 (c) Information in Interest Election Requests. Each telephonic and written Interest Election Request shall specify the
following information in compliance with Section 2.02: 
 (i) the Borrowing to which such
Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to
Section 2.04(c)(iii) shall be specified for each resulting Borrowing); 
 (ii) the effective
date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and 
 (iii)
the Interest Period to be applicable to such Borrowing after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”. 
 If any such Interest Election Request does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest
Period of one month’s duration. 
 (d) Notice to Lenders by the Administrative Agent. Promptly following receipt of
an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing. 
 (e) Effect of Failure to Deliver Timely Interest Election Request and Events of Default and Borrowing Base Deficiencies on Interest Election. If the Borrower fails to deliver a timely Interest
Election Request with respect to a Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period, such Borrowing shall be continued as a Loan having
an Interest Period of one month. Notwithstanding any contrary provision hereof, if an Event of Default or a Borrowing Base Deficiency has occurred and is continuing, then no outstanding Borrowing may be continued (and any Interest Election Request
that requests the continuation of any Borrowing shall be ineffective). 
 Section 2.05 Funding of Borrowing.

 (a) Funding by Lenders. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by
wire transfer of immediately available funds by 2:00 p.m., New York time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to
the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower and designated by the Borrower in the applicable Borrowing Request; provided that Loans made to finance the reimbursement of a Letter of Credit
Disbursement as provided in Section 2.08(e) shall be remitted by the Administrative Agent to the Issuer that made such Letter of Credit Disbursement. Nothing herein shall be deemed to obligate any Lender to obtain the funds for
its Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for its Loan in any particular place or manner. 
  

 Amended and Restated Credit Agreement – Page 23 







 (b) Presumption of Funding by the Lenders. Unless the Administrative Agent shall have
received notice from a Lender prior to the proposed date of any Advance that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made
such share available on such date in accordance with Section 2.05(a) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of
the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to Loans. If such Lender pays such amount to the Administrative Agent, then such amount
shall constitute such Lender’s Loan included in such Borrowing. 
 Section 2.06 Termination and Reduction of
Aggregate Maximum Credit Amount. 
 (a) Scheduled Termination of Loan Commitments. Unless previously terminated,
the Loan Commitments shall terminate on the Maturity Date. If at any time the Aggregate Maximum Credit Amount or the Borrowing Base is terminated or reduced to zero, then the Loan Commitments shall terminate on the effective date of such termination
or reduction. 
 (b) Optional Termination and Reduction of Aggregate Credit Amounts. 
 (i) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Maximum Credit Amount; provided that
(A) each reduction of the Aggregate Maximum Credit Amount shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (B) the Borrower shall not terminate or reduce the Aggregate Maximum Credit Amount
if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 3.03(c), the Total Revolving Credit Exposures would exceed the Total Commitments. 
 (ii) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Maximum Credit
Amount under Section 2.06(b)(i) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the
Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.06(b)(ii) shall be irrevocable. Any termination or reduction of the Aggregate Maximum Credit
Amount shall be permanent and may not be reinstated. Each reduction of the Aggregate Maximum Credit Amount shall be made ratably among the Lenders in accordance with each Lender’s Applicable Percentage. 
 Section 2.07 Borrowing Base. 
 (a) For the period from and including the Closing Date to but excluding the date of the first determination of the Borrowing Base pursuant to the further provisions of this
Section 2.07, the initial amount of the Borrowing Base has been set by the Administrative Agent and acknowledged by the Borrower and agreed to by the Lenders to be $205,000,000 (the “Base Amount”). For each
and every determination or redetermination of the Borrowing Base under this Agreement, the Borrowing Base shall be determined or redetermined based on the oil and gas reserves attributable to the Oil and Gas Properties of the Borrower and its
Subsidiaries. 
  

 Amended and Restated Credit Agreement – Page 24 







 (b) Promptly after January 1 of each calendar year, commencing January 1, 2010,
and in any event prior to March 31 of each calendar year (commencing March 31, 2010), the Borrower shall furnish to the Administrative Agent a Reserve Report in form and substance reasonably satisfactory to the Administrative Agent,
prepared by an Approved Engineer, which Reserve Report shall be dated as of January 1 of such calendar year together with additional data concerning pricing, hedging, quantities and purchasers of production, and other information and
engineering and geological data as the Administrative Agent may reasonably request. Within fifteen (15) days after receipt of such Reserve Report and all such information, the Administrative Agent shall make an initial determination of the new
Borrowing Base (the “Proposed Borrowing Base”), which for purposes of this Section 2.07(b) is the semi-annual determination described in Section 2.07(c), and upon such initial
determination shall promptly notify the Lenders in writing of its initial determination of the Proposed Borrowing Base. Such initial determinations made by the Administrative Agent shall be so made by the Administrative Agent in the exercise of its
sole discretion in accordance with the Administrative Agent’s customary practices and standards for oil and gas lending as they exist at the particular time, and may include a consideration of the value of the Oil and Gas Properties that are
subject to legal, valid and enforceable mortgage liens held by the Administrative Agent for the ratable benefit of the Lenders. In no event shall the Proposed Borrowing Base exceed the Aggregate Maximum Credit Amount of the Lenders. The Required
Lenders shall approve or reject the Administrative Agent’s initial determinations of the Proposed Borrowing Base by written notice to the Administrative Agent within fifteen (15) days of the Administrative Agent’s notification of its
initial determinations; provided, however, that failure by any Lender to confirm in writing the Administrative Agent’s determination of the Proposed Borrowing Base shall be deemed an approval of the Proposed Borrowing Base. If the Required
Lenders fail to approve any such determination of the Proposed Borrowing Base made by the Administrative Agent hereunder in such fifteen (15) day period, then the Administrative Agent shall poll the Lenders to ascertain the highest Proposed
Borrowing Base then acceptable to the Required Lenders for purposes of this Section 2.07(b) and, subject to the last sentence of this Section 2.07(b), such amounts shall become the new Borrowing Base, effective
on the date specified in this Section 2.07. Until such approval or deemed approval, the Borrowing Base in effect before the Proposed Borrowing Base shall remain in effect. Upon agreement by the Administrative Agent and the
Required Lenders of the new Borrowing Base, the Administrative Agent shall, by written notice to the Borrower and the Lenders, designate the new Borrowing Base available to the Borrower. Such designation shall be effective as of the Business Day
specified in such written notice (or, if no effective date is specified in such written notice, the next Business Day following delivery of such written notice), and such new Borrowing Base shall remain in effect until the next determination or
redetermination of the Borrowing Base in accordance with this Agreement. Anything herein contained to the contrary notwithstanding, any determination or redetermination of the Borrowing Base resulting in any increase of the Borrowing Base in effect
immediately prior to such determination or redetermination shall require the approval of all the Lenders in their sole discretion in accordance with their respective customary practices and standards for oil and gas lending as they exist at the
particular time, and may include a consideration of the value of the Oil and Gas Properties that are subject to legal, valid and enforceable mortgage liens held by the Administrative Agent for the ratable benefit of the Lenders. 
 (c) In addition, within ninety (90) days after each June 30, commencing June 30, 2010, the Borrower shall furnish to the
Administrative Agent a Reserve Report in form and substance satisfactory to the Administrative Agent prepared by the Borrower’s petroleum engineers, which report shall be dated as of July 1 of such calendar year together with additional
data concerning pricing, hedging, quantities and purchasers of production, and other information and engineering and geological data as the Administrative Agent may reasonably request. Within fifteen (15) days after receipt of such Reserve
Report and all such information, the Administrative Agent shall make an initial determination of a Proposed Borrowing Base, and upon such initial determination shall promptly notify the Lenders in writing of initial determination of the Proposed
Borrowing Base. Such initial determination shall be made

  

 Amended and Restated Credit Agreement – Page 25 







 
in the same manner and be subject to the same approvals as prescribed above with respect to the annual review, and likewise the Administrative Agent shall communicate the results of such initial
determinations to the Lenders. The Required Lenders shall approve such determinations of the Proposed Borrowing Base by written notice to the Administrative Agent within fifteen (15) days of the giving of notice of such determinations by the
Administrative Agent to such Lenders; provided, however, that failure by any Lender to confirm in writing the Administrative Agent’s determination of the Proposed Borrowing Base shall be deemed an approval of the Proposed Borrowing Base. If the
Required Lenders fail to approve any such determination of the Proposed Borrowing Base made by the Administrative Agent hereunder in such fifteen (15) day period, then the Administrative Agent shall poll the Lenders to ascertain the highest
Proposed Borrowing Base then acceptable to the Required Lenders for purposes of this Section 2.07(c) and, subject to the last sentence of this Section 2.07(c), such amounts shall become the new Borrowing Base,
effective on the date specified in this Section 2.07. Upon agreement by the Administrative Agent and the Required Lenders of the amount of credit to be made available to the Borrower hereunder, the Administrative Agent shall, by
written notice to the Borrower and the Lenders, designate the new Borrowing Base available to the Borrower. Such designation shall be effective as of the Business Day specified in such written notice (or, if no effective date is specified in such
written notice, the next Business Day following delivery of such written notice) and such new Borrowing Base shall remain in effect until the next determination or redetermination of the Borrowing Base in accordance with this Agreement. Anything
herein contained to the contrary notwithstanding, any determination or redetermination of the Borrowing Base resulting in any increase of the Borrowing Base in effect immediately prior to such determination or redetermination shall require the
approval of all the Lenders in their sole discretion in accordance with their respective customary practices and standards for oil and gas lending as they exist at the particular time, and may include a consideration of the value of the Oil and Gas
Properties that are subject to legal, valid and enforceable mortgage liens held by the Administrative Agent for the ratable benefit of the Lenders. 
 (d) In addition to the foregoing scheduled annual and semi annual determinations of the Borrowing Base, the Required Lenders shall have the right to redetermine the Borrowing Base at their sole discretion
at any time and from time to time but not more often than two (2) times every calendar year. If the Required Lenders shall elect to make a discretionary redetermination of the Borrowing Base pursuant to the provisions of this
Section 2.07(d), the Borrower shall within thirty (30) days of receipt of a request therefor from the Administrative Agent, deliver to the Administrative Agent a Reserve Report in form and substance satisfactory to the
Administrative Agent, prepared by the Borrower’s petroleum engineers containing information similar to the Reserve Reports delivered pursuant to Section 2.07(c), together with such updated engineering, production, operating
and other data as the Administrative Agent, the Issuer or any Lender may reasonably request. The Administrative Agent shall have fifteen (15) days following receipt of such requested information to make an initial redetermination of the
Borrowing Base, and the Administrative Agent and the Required Lenders shall approve and designate the new Borrowing Base in accordance with the procedures and standards described in Section 2.07(b). 
 (e) In addition to the foregoing determinations of the Borrowing Base, the Borrower may request a redetermination of the Borrowing Base at
any time and from time to time but not more often than two (2) times every calendar year, by delivering a written request to the Administrative Agent, together with (a) an engineering fee in the aggregate amount of $2,500 for the account
of the Administrative Agent in immediately available funds, and (b) a Reserve Report in form and substance satisfactory to the Administrative Agent, prepared by the Borrower’s petroleum engineers containing information similar to the
Reserve Reports delivered pursuant to Section 2.07(c), together with such other updated engineering, production, operating and other data as the Administrative Agent, the Issuer or any Lender may reasonably request. Each such
discretionary redetermination of the Borrowing Base shall be made in the same manner and in accordance with the procedures and standards set forth above by adjusting the Borrowing Base then in effect. The Administrative Agent shall have fifteen
(15) days

  

 Amended and Restated Credit Agreement – Page 26 







 
following receipt of such requested information to make an initial redetermination of the Borrowing Base, and the Administrative Agent and the Required Lenders shall approve and designate the new
Borrowing Base in accordance with the procedures and standards described in Section 2.07(b). 
 (f) In
addition to the Borrower’s right to request a discretionary Borrowing Base redetermination as set forth in Section 2.07(e), the Borrower may request a redetermination of the Borrowing Base at any time and from time to time
upon the acquisition by the Borrower of (i) additional Oil and Gas Properties or (ii) a Person that owns Oil and Gas Properties, the purchase price of which shall represent at least 20% of the Borrowing Base then in effect, by delivering a
written request to the Administrative Agent, together with (a) an engineering fee in the aggregate amount of $2,500 for the account of the Administrative Agent in immediately available funds, (b) a Reserve Report in form and substance
satisfactory to the Administrative Agent with respect to Oil and Gas Properties represented in the existing Borrowing Base, prepared and delivered in accordance with Section 2.07(c), (c) a Reserve Report in form and substance
satisfactory to the Administrative Agent, with respect to Oil and Gas Properties acquired since the most recent redetermination of the Borrowing Base, prepared and delivered in accordance with Section 2.07(b), and (d) a most
recent draft of the agreements by which the Borrower proposes to acquire such additional Oil and Gas Properties or such Person that owns such Oil and Gas Properties, which drafts shall be supplemented upon execution by true and complete executed
copies of the same. Each such redetermination of the Borrowing Base under this Section 2.07(f) shall be made in the same manner and in accordance with the procedures and standards set forth above by adjusting the Borrowing Base
then in effect. The Administrative Agent shall have fifteen (15) days following receipt of such requested information to make an initial redetermination of the Borrowing Base, and the Administrative Agent and the Required Lenders shall approve
and designate the new Borrowing Base in accordance with the procedures and standards described in Section 2.07(b). 
 (g) Notwithstanding anything to the contrary contained herein, upon the consummation of a Material Swap Transaction, the Required Lenders shall have the right to redetermine the Borrowing Base using information available to them, and the
redetermined Borrowing Base shall become the new Borrowing Base immediately upon notice by the Administrative Agent to the Borrower, effective and applicable to the Borrower, the Administrative Agent, and each Lender on such date until the next
redetermination or modification thereof hereunder (subject to the reduction described in Section 2.07(i)). The Borrowing Base will also be redetermined or adjusted in accordance with the provisions of
Section 8.12(c) or Section 9.12(d). 
 (h) With the delivery of each Reserve Report, the
Borrower shall provide to the Administrative Agent a certificate from a Responsible Officer certifying that, to the best of such Responsible Officer’s knowledge and in all material respects: (i) the information contained in each such
Reserve Report and any other information delivered in connection therewith is true and correct, (ii) the Borrower or the Guarantors owns good and defensible title to the Oil and Gas Properties evaluated in each such Reserve Report and such
Properties are free of all Liens except for Liens permitted by Section 9.03, (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments in excess
of the volume specified in Section 7.20 with respect to their Oil and Gas Properties evaluated in such Reserve Report that would require the Borrower or any of its Subsidiaries to deliver Hydrocarbons either generally or produced
from such Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor, (iv) none of their Oil and Gas Properties have been sold since the date of the last Borrowing Base determination except as set
forth on an exhibit to the certificate, which certificate shall list all of its Oil and Gas Properties sold and in such detail as reasonably required by the Administrative Agent, (v) attached to the certificate is a list of all marketing
agreements entered into subsequent to the later of the date hereof or the most recently delivered Reserve Report that the Borrower could reasonably be expected to have been obligated to list on Schedule 7.20 had such agreement been in
effect on the date hereof, (vi) attached thereto is a schedule of

  

 Amended and Restated Credit Agreement – Page 27 







 
the Oil and Gas Properties evaluated by such Reserve Report that are Mortgaged Properties and demonstrating the percentage of the present value that such Mortgaged Properties represent, and
(vii) the outstanding amount of the Debt of the Borrower or any of its Subsidiaries does not exceed the amount permitted to be incurred pursuant to Section 9.02(e). 
 (i) Notwithstanding anything herein the contrary, in the event that the Borrower does not furnish any required Reserve Report within ten
(10) days of date the required herein, the Administrative Agent and the Required Lenders may nonetheless designate the Borrowing Base from time to time thereafter until the Administrative Agent receives such Reserve Report, whereupon the
Administrative Agent and the Required Lenders or all Lenders, as applicable, shall designate a new Borrowing Base in accordance with the general procedures outlined in Section 2.07(b). 
 (j) Notwithstanding the requirements of Section 12.02(b)(ii), any decrease of the Borrowing Base resulting solely as a
result of any incurrence of Debt incurred by Borrower or any of its Subsidiaries pursuant to Section 9.02(e) shall become effective upon the Administrative Agent’s notice thereof to the Borrower and the Lenders, and shall not
require any approval of the Lenders or the Required Lenders. 
 Section 2.08 Letters of Credit. 
 (a) General. Subject to the terms and conditions set forth herein, the Borrower may request any Issuer to issue Letters of Credit for
its own account or for the account of any of its Subsidiaries, in a form reasonably acceptable to the Administrative Agent and such Issuer, at any time and from time to time during the Availability Period; provided that the Borrower may not request
the issuance, amendment, renewal or extension of Letters of Credit hereunder if a Borrowing Base Deficiency exists at such time or would exist as a result thereof. In the event of any inconsistency between the terms and conditions of this Agreement
and the terms and conditions of any Letter of Credit Agreement submitted by the Borrower to, or entered into by the Borrower with, an Issuer relating to any Letter of Credit, the terms and conditions of this Agreement shall control. 
 (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the
amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall deliver as permitted by Section 12.01(a) (or transmit by electronic communication, if arrangements for doing so have been approved by the
Issuer) to any Issuer and the Administrative Agent (not less than five (5) Business Days in advance of the requested date of issuance, amendment, renewal or extension) a notice in the form of Exhibit G: 
 (i) requesting the issuance of a Letter of Credit or identifying the Letter of Credit issued by such Issuer to be amended,
renewed or extended; 
 (ii) specifying the date of issuance, amendment, renewal or extension (which shall be a
Business Day); 
 (iii) specifying the date on which such Letter of Credit is to expire (which shall comply with
Section 2.08(c)); 
 (iv) specifying the amount of such Letter of Credit; 
 (v) specifying the name and address of the beneficiary thereof and such other information as shall be necessary to prepare,
amend, renew or extend such Letter of Credit; and 
  

 Amended and Restated Credit Agreement – Page 28 







 (vi) specifying the amount of the then effective Borrowing Base and whether
a Borrowing Base Deficiency exists at such time, the current Total Revolving Credit Exposures (without regard to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit) and the pro forma
Total Revolving Credit Exposures (giving effect to the requested Letter of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit). 
 Each notice shall constitute a representation that after giving effect to the requested issuance, amendment, renewal or extension, as applicable, (i) the Letter of Credit Exposure shall not exceed
the Letter of Credit Commitment and (ii) the Total Revolving Credit Exposure shall not exceed the lesser of the Aggregate Maximum Credit Amount and the then effective Borrowing Base. 
 If requested by any Issuer, the Borrower also shall submit a letter of credit application on such Issuer’s standard form in connection
with any request for a Letter of Credit. 
 (c) Expiration Date. Each Letter of Credit shall expire at or prior to the
close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is
five Business Days prior to the Maturity Date. 
 (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuer that issues such Letter of Credit or the Lenders, each Issuer that issues a Letter of Credit hereunder hereby grants to each
Lender, and each Lender hereby acquires from such Issuer, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in
furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of any Issuer that issues a Letter of Credit hereunder, such Lender’s Applicable Percentage of each
Letter of Credit Disbursement made by such Issuer and not reimbursed by the Borrower on the date due as provided in Section 2.08(e), or of any reimbursement payment required to be refunded to the Borrower for any reason. Each
Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 2.08(d) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever,
including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default, the existence of a Borrowing Base Deficiency or reduction or termination of the Loan Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever. 
 (e) Reimbursement. If any Issuer shall
make any Letter of Credit Disbursement in respect of a Letter of Credit issued by such Issuer, the Borrower shall reimburse such Letter of Credit Disbursement by paying to the Administrative Agent for the account of the applicable Issuer at the
Alternate Base Rate plus the Applicable Margin, an amount equal to such Letter of Credit Disbursement not later than 12:00 p.m., New York time, on the day such Letter of Credit Disbursement is made, if the Borrower shall have received notice of such
Letter of Credit Disbursement prior to 10:00 a.m., New York time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 2:00 p.m., New York time, on the next succeeding Business
Day; provided that if such Letter of Credit Disbursement is not less than $1,000,000, the Borrower shall, subject to the conditions to Borrowing set forth herein, be deemed to have requested, and the Borrower does hereby request under such
circumstances, that such payment be financed with an ABR Loan in an equivalent amount and, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Loan. If the Borrower
fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable Letter of Credit Disbursement,

  

 Amended and Restated Credit Agreement – Page 29 







 
the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the
Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.05 with respect to Loans made by such Lender (and Section 2.05 shall apply,
mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Issuer that issued such Letter of Credit the amounts so received by it from the Lenders. Promptly following receipt by the
Administrative Agent of any payment from the Borrower pursuant to this Section 2.08(e), the Administrative Agent shall distribute such payment to the Issuer that issued such Letter of Credit or, to the extent that Lenders have
made payments pursuant to this Section 2.08(e) to reimburse such Issuer, then to such Lenders and such Issuer as their interests may appear. Any payment made by a Lender pursuant to this Section 2.08(e) to
reimburse any Issuer for any Letter of Credit Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such Letter of Credit Disbursement.
Any Letter of Credit Disbursement not reimbursed by the Borrower or funded as a Loan prior to 2:00 p.m., New York time, shall bear interest for such day at the ABR plus the Applicable Margin. 
 (f) Obligations Absolute. The obligation (a “Reimbursement Obligation”) of the Borrower to reimburse Letter
of Credit Disbursements as provided in Section 2.08(e) shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of Credit, any Letter of Credit Agreement or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit
proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by any Issuer under a Letter of Credit issued by such Issuer against presentation of a draft or other
document that does not comply with the terms of such Letter of Credit or any Letter of Credit Agreement, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of
this Section 2.08(f), constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor any Issuer, nor any of their
Related Parties shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances
referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a
drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of any Issuer; provided that the foregoing shall not be construed to excuse any Issuer from liability to the Borrower to
the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by Governmental Requirements) suffered by the Borrower that are caused by such Issuer’s
failure to exercise commercially reasonable care when issuing Letters of Credit and determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof or suffered by Borrower as a result of Issuer’s
gross negligence or willful misconduct. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of any Issuer (as finally determined by a court of competent jurisdiction), such Issuer shall be
deemed to have exercised all requisite care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in
substantial compliance with the terms of a Letter of Credit, the Issuer that issued such Letter of Credit may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. 
  

 Amended and Restated Credit Agreement – Page 30 







 (g) Disbursement Procedures. Each Issuer shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit issued by such Issuer. Such Issuer shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by telecopy) of such
demand for payment and whether such Issuer has made or will make a Letter of Credit Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuer
and the Lenders with respect to any such Letter of Credit Disbursement. 
 (h) Interim Interest. If any Issuer shall make
any Letter of Credit Disbursement, then, until the Borrower shall have reimbursed such Issuer for such Letter of Credit Disbursement (either with its own funds or a Borrowing under Section 2.08(e)), the unpaid amount thereof shall
bear interest, for each day from and including the date such Letter of Credit Disbursement is made to but excluding the date that the Borrower reimburses such Letter of Credit Disbursement, at the rate per annum then applicable to ABR Loans.
Interest accrued pursuant to this Section 2.08(h) shall be for the account of such Issuer, except that interest accrued on and after the date of payment by any Lender pursuant to Section 2.08(e) to reimburse
such Issuer shall be for the account of such Lender to the extent of such payment. 
 (i) Replacement of an Issuer. Any
Issuer may be replaced or resign at any time by written agreement among the Borrower, the Administrative Agent, such resigning or replaced Issuer and, in the case of a replacement, the successor Issuer. The Administrative Agent shall notify the
Lenders of any such resignation or replacement of an Issuer. At the time any such resignation or replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the resigning or replaced Issuer pursuant to
Section 3.04(b). In the case of the replacement of an Issuer, from and after the effective date of such replacement, (i) the successor Issuer shall have all the rights and obligations of the replaced Issuer under this
Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to “Issuer” shall be deemed to refer to such successor or to any previous Issuer, or to such successor and all previous Issuers, as the
context shall require. After the resignation or replacement of an Issuer hereunder, the resigning or replaced Issuer shall remain a party hereto and shall continue to have all the rights and obligations of an Issuer under this Agreement with respect
to Letters of Credit issued by it prior to such resignation or replacement, but shall not be required to issue additional Letters of Credit. 
 (j) Cash Collateralization. If (i) any Event of Default shall occur and be continuing and the Borrower receives notice from the Administrative Agent or the Required Lenders demanding the
deposit of cash collateral pursuant to this Section 2.08(j), (ii) the Borrower is required to Cash Collateralize a Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure pursuant to
Section 2.10(c) or (d) or (iii) the Borrower is required to pay to the Administrative Agent the excess attributable to a Letter of Credit Exposure in connection with any prepayment pursuant to
Section 3.03(c), then the Borrower shall deposit, in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders (such account, the “Cash Collateral
Account”), an amount in cash equal to, in the case of an Event of Default or a Cash Collateralization pursuant to Section 2.10(c), the Letter of Credit Exposure, and in the case of a payment required by
Section 3.03(c), the amount of such excess as provided in Section 3.03(c), as of such date plus any accrued and unpaid interest thereon; provided that the obligation to deposit such cash collateral shall become
effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower or any of its Subsidiaries described in
Section 10.01(h) or Section 10.01(i). The Borrower hereby grants to the Administrative Agent, for the benefit of each Issuer and the Lenders, an exclusive first priority and continuing perfected security
interest in and Lien on such account and all cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in such account, all deposits or wire transfers made thereto, any and all

  

 Amended and Restated Credit Agreement – Page 31 







 
investments purchased with funds deposited in such account, all interest, dividends, cash, instruments, financial assets and other Property from time to time received, receivable or otherwise
payable in respect of, or in exchange for, any or all of the foregoing, and all proceeds, products, accessions, rents, profits, income and benefits therefrom, and any substitutions and replacements therefor. The Borrower’s obligation to deposit
amounts pursuant to this Section 2.08(j) shall be absolute and unconditional, without regard to whether any beneficiary of any such Letter of Credit has attempted to draw down all or a portion of such amount under the terms of a
Letter of Credit, and, to the fullest extent permitted by Governmental Requirements, shall not be subject to any defense or be affected by a right of set-off, counterclaim or recoupment which the Borrower or any of its Subsidiaries may now or
hereafter have against any such beneficiary, any Issuer, the Administrative Agent, the Lenders or any other Person for any reason whatsoever. Such deposit shall be held as collateral securing the payment and performance of the Borrower’s and
any Guarantor’s obligations under this Agreement and the other Loan Documents. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Interest or profits, if any, on
such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse, on a pro rata basis, each Issuer for Letter of Credit Disbursements for which it has not been reimbursed and, to the
extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Letter of Credit Exposure at such time or, if the maturity of the Loans has been accelerated, be applied to satisfy other obligations
of the Borrower and the Guarantors, if any, under this Agreement or the other Loan Documents. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, and the Borrower is not
otherwise required to pay to the Administrative Agent the excess attributable to a Letter of Credit Exposure in connection with any prepayment pursuant to Section 3.03(c), then such amount (to the extent not applied as aforesaid)
shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived. 
 Section 2.09 Intentionally Omitted. 
 Section 2.10 Defaulting Lenders or Impacted Lenders.
Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender or Impacted Lender, as the case may be, then the following provisions shall apply for so long as such Lender is a Defaulting Lender or
Impacted Lender, as the case may be: 
 (a) fees shall cease to accrue on the unused amount of such Defaulting Lender’s
Applicable Percentage of the Borrowing Base pursuant to Section 3.04(a) and no fees shall be payable to such Defaulting Lender upon an increase in the Borrowing Base pursuant to Section 3.04(d) if such Lender is
a Defaulting Lender pursuant to clause (a), (b) or (e) of the definition thereof; 
 (b) the Applicable Percentage of
the Aggregate Maximum Credit Amount or Loans or participation interests in Letters of Credit of such Defaulting Lender shall not be included in determining whether Required Lenders have taken or may take any action hereunder (including any consent
to any amendment or waiver pursuant to Section 12.02); 
 (c) if any Letter of Credit Exposure exists at the
time a Lender becomes a Defaulting Lender or Impacted Lender then: 
 (i) all or any part of such Defaulting
Lender’s or Impacted Lender’s Letter of Credit Exposure shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that as a result thereof (x) the sum of
all Non-Defaulting Lenders’ Revolving Credit Exposure plus such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure would not exceed the Non-Defaulting Lenders’ Applicable

  

 Amended and Restated Credit Agreement – Page 32 







 
Percentage of the lesser of (A) the existing Aggregate Maximum Credit Amount or (B) the Borrowing Base then in effect, (y) the sum of each Non-Defaulting Lender’s Revolving
Credit Exposure plus such Non-Defaulting Lender’s share under this clause (i) of such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure would not exceed such Non-Defaulting Lender’s Applicable Percentage of
the lesser of (A) the existing Aggregate Maximum Credit Amount or (B) the Borrowing Base then in effect and (z) the conditions set forth in Section 6.02 are satisfied at such time; and 
 (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall
within three (3) Business Days following notice by the Administrative Agent Cash Collateralize such Defaulting Lender’s or such Impacted Lender’s Letter of Credit Exposure (after giving effect to any partial reallocation pursuant to
clause (i) above) in accordance with the procedures set forth in Section 2.08(j) for so long as such Letter of Credit Exposure is outstanding; 
 (iii) if the Borrower Cash Collateralizes any portion of such Defaulting Lender’s or Impacted Lender’s Letter of
Credit Exposure pursuant to this Section 2.10(c), the Borrower shall not be required to pay any fees to such Defaulting Lender or Impacted Lender pursuant to Section 3.04(b) with respect to such Defaulting
Lender’s or Impacted Lender’s Letter of Credit Exposure during the period such Defaulting Lender’s or Impacted Lender’s Letter of Credit Exposure is Cash Collateralized; and 
 (iv) if the Letter of Credit Exposure of the Non-Defaulting Lenders is reallocated pursuant to this
Section 2.10(c), then the fees payable to the Non-Defaulting Lenders pursuant to Section 3.04 (b) shall be adjusted to give effect to such reallocations in accordance with such Non-Defaulting Lenders’
Applicable Percentages; 
 (d) so long as any Lender is a Defaulting Lender or an Impacted Lender, the Issuer shall not be
required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Loan Commitments of the Non-Defaulting Lenders and/or Cash Collateralized in accordance with this
Section 2.10(c) (and, if applicable, Section 2.08(j)), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among Non-Defaulting Lenders in a manner consistent
with Section 2.10(c)(i) (and Defaulting Lenders or Impacted Lenders shall not participate therein); and 
 (e) any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to
Section 4.01(c) but excluding Section 5.06) shall, in lieu of being distributed to such Defaulting Lender, subject to any Governmental Requirements, (i) first, be applied to the payment of any amounts owing
by such Defaulting Lender to the Administrative Agent hereunder, (ii) second, be applied pro rata, to the payment of any amounts then owing by such Defaulting Lender to the Issuer hereunder, and (iii) third, any remaining funds to be held
in a segregated account as cash collateral for, and application to any future funding obligations of such Defaulting Lender hereunder or as otherwise directed by a court of competent jurisdiction. 
 In the event that the Administrative Agent, the Borrower, and the Issuer agrees that a Defaulting Lender has adequately remedied all matters
that caused such Lender to be a Defaulting Lender, then the Revolving Credit Exposure of the Lenders shall be readjusted and reallocated to reflect the inclusion of such Lender’s Loan Commitment and on such date such Lender shall purchase at
par such of the Loans and participations in Letters of Credit of the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans and participations in Letters of Credit in

  

 Amended and Restated Credit Agreement – Page 33 







 
accordance with its Applicable Percentage after giving effect to such reallocation. In the event that the Administrative Agent, the Borrower, and the Issuer agrees that an Impacted Lender has
adequately remedied all matters that caused such Lender to be an Impacted Lender, then the Letter of Credit Exposure of the Lenders shall be readjusted and reallocated on such date such that the Impacted Lender shall purchase at par participations
in Letters of Credit from the other Lenders as the Administrative Agent shall determine may be necessary in order for such Lender to hold such participations in Letters of Credit in accordance with its Applicable Percentage after giving effect to
such reallocation. 
 ARTICLE III 
 PAYMENTS OF PRINCIPAL AND INTEREST; PREPAYMENTS; FEES 
 Section
3.01 Repayment of Loans. The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan on the Termination Date. 
 Section 3.02 Interest. 
 (a) ABR Loans. Each ABR Loan comprising an ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate. 
 (b) Eurodollar Loans. Each Eurodollar Loan comprising a Eurodollar Borrowing shall bear interest at the LIBO Rate for the Interest
Period in effect for such Eurodollar Loan plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate. 
 (c)
Post-Default and Borrowing Base Deficiency Rate. Notwithstanding the foregoing, (i) if an Event of Default has occurred and is continuing, or if any principal of or interest on any Loan or any fee or other amount payable by the Borrower
or any Guarantor hereunder or under any other Loan Document is not paid when due (after giving effect to any applicable grace period) whether at stated maturity, upon acceleration or otherwise, and including any payments in respect of a Borrowing
Base Deficiency under Section 3.03(c), then all Loans outstanding, in the case of an Event of Default, and such overdue amount, in the case of a failure to pay amounts when due, shall bear interest, after as well as before
judgment, at the Alternate Base Rate plus two percent (2%), but in no event to exceed the Highest Lawful Rate, and (ii) following Administrative Agent’s notice of any Borrowing Base Deficiency pursuant to
Section 3.03(c), the amount of such Borrowing Base Deficiency shall bear interest, after as well as before judgment, at the rate then applicable to such Loans, plus the Applicable Margin, if any, plus an additional two percent
(2%), but in no event to exceed the Highest Lawful Rate. 
 (d) Interest Payment Dates. Accrued interest on each Loan
shall be payable in arrears on: (i) with respect to any ABR Loan, the last day of each March, June, September and December; (ii) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which
such Loan is a part, and (iii) in any case, on the Termination Date; provided that (w) interest accrued pursuant to Section 3.02(c)(i) shall be payable on demand, (x) in the event of any repayment or prepayment of
any Loan (other than an optional prepayment of an ABR Loan prior to the Termination Date), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, (y) in the event of any
conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion, and (z) as to any Eurodollar Loan having an Interest Period
longer than three (3) months, each day that is three months, or a multiple thereof, after the first day of such Interest Period. 
  

 Amended and Restated Credit Agreement – Page 34 







 (e) Interest Rate Computations. All interest hereunder shall be computed on the basis
of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year), except that interest computed by reference to the
Alternate Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable
Alternate Base Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error, and be binding upon the parties hereto. 
 (f) Inability to Determine Interest Rate. If prior to the first date of any Interest Period: 
 (i) the Administrative Agent determines (which determination shall be conclusive and binding upon the Borrower) that, by
reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Interest Period, or 
 (ii) the Administrative Agent shall have received notice from the Majority Lenders that the LIBO Rate determined or to be
determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period, 
 the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If
such notice is given (x) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any Loans that were to have been converted on the first day of such Interest Period to Eurodollar
Loans shall be continued as ABR Loans and (z) any outstanding Eurodollar Loans shall be converted, on the last day of the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further
Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the right to convert Loans under the relevant Facility to Eurodollar Loans. 
 Section 3.03 Prepayments. 
 (a) Optional Prepayments. The
Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with Section 3.03(b). 
 (b) Notice and Terms of Optional Prepayment. The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy)
of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 pm, New York time, three Business Days before the date of prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later
than 1:00 pm, New York time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid. Promptly following
receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an Advance of a
Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent
required by Section 3.02. 
  

 Amended and Restated Credit Agreement – Page 35 







 (c) Mandatory Prepayments. 
 (i) Borrowing Base Deficiency. If a Borrowing Base Deficiency exists, then the Administrative Agent shall give the
Borrower and the Lenders prompt written notice thereof. The Borrower shall, within ten (10) days after receipt of written notice of such condition from the Administrative Agent elect by written notice to the Administrative Agent to take one or
more of the following actions to remedy the Borrowing Base Deficiency: 
 (A) prepay Advances or, if the
Advances have been repaid in full, Cash Collateralize the Letter of Credit Exposure in an aggregate amount equal to such deficiency within ten (10) days after the Borrower’s written election; 
 (B) add additional Oil and Gas Properties acceptable to the Administrative Agent, in its sole discretion, to the Borrowing
Base having a value, based on the same valuation methodology approved by the Required Lenders in determining the Borrowing Base that was used to value the then existing Collateral, such that the Borrowing Base Deficiency is cured within thirty
(30) days after the Borrower’s written election; or 
 (C) pay the Borrowing Base Deficiency in three
equal monthly installments for the prepayment of the Advances or, if the Advances have been repaid in full, make deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure such that the Borrowing Base
Deficiency is eliminated in a period of three months, by irrevocably dedicating a portion of the monthly cash flow from the Borrower’s and its Subsidiaries’ Oil and Gas Properties to the prepayment of Advances or, if the Advances have been
repaid in full, making deposits into the Cash Collateral Account to provide cash collateral for the Letter of Credit Exposure. 
 (ii) Reduction of Loan Commitments. On the date of each reduction of the Aggregate Maximum Credit Amount pursuant to Section 2.06, the Borrower agrees to make a prepayment in
respect of the outstanding amount of the Advances to the extent, if any, that the Total Revolving Credit Exposure exceeds the lesser of (A) the Aggregate Maximum Credit Amount, as so reduced, and (B) the Borrowing Base. 
 (iii) Accrued Interest. Each prepayment under this Section 3.03(c) shall be accompanied by accrued
interest on the amount prepaid to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 5.02 as a result of such prepayment. 
 (d) No Premium or Penalty. Prepayments permitted or required under this Section 3.03 shall be without premium or
penalty, except as required under Section 5.02. 
 Section 3.04 Fees. 
 (a) Commitment Fees. Except as provided in Section 2.10(a), the Borrower agrees to pay to the Administrative Agent
for the account of each Lender a commitment fee (the “Commitment Fee”), which shall accrue at the rate per annum determined based on the Commitment Fee Rate on the average daily unused amount of the aggregate of each
Lender’s Applicable Percentage of the Borrowing Base during the period from and including the date of this Agreement to but excluding the Termination Date (the face amount of any issued and outstanding Letter of Credit shall count as usage for
purposes hereof). Accrued Commitment Fees shall be payable in arrears on the last day of March, June, September and December of each year and on the Termination Date, commencing on the first such date to occur after

  

 Amended and Restated Credit Agreement – Page 36 







 
the date hereof. All Commitment Fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case such Commitment Fees shall
be computed on the basis of a year of 365 days (or 366 days in a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). 
 (b) Letter of Credit Fees. Except as provided in Section 2.10(c), the Borrower agrees to pay (i) to the
Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Margin used to determine the interest rate applicable to Eurodollar Loans on
the average daily amount of such Lender’s Letter of Credit Exposure (excluding any portion thereof attributable to unreimbursed Letter of Credit Disbursements) during the period from and including the date of this Agreement to but excluding the
later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any Letter of Credit Exposure; and (ii) to each Issuer, for its own account, its standard fees with respect to the amendment,
renewal or extension of any Letter of Credit issued by such Issuer or processing of drawings thereunder. Participation fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third
Business Day following such last day, commencing on the first such date to occur after the date of this Agreement. Any other fees payable to an Issuer pursuant to this Section 3.04(b) shall be payable within 10 days after demand.
All participation fees and fronting fees shall be computed on the basis of a year of 360 days, unless such computation would exceed the Highest Lawful Rate, in which case such fees shall be computed on the basis of a year of 365 days (or 366 days in
a leap year), and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). 
 (c) Administrative Agent Fees. The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.

 (d) Additional Upfront Fees. Except as provided in Section 2.10(a), in the event that, as a result
of a redetermination of the Borrowing Base, the Borrowing Base is increased to an amount that is higher than the Base Amount (such higher amount herein the “Designated Amount”), the Borrower agrees to pay to the
Administrative Agent, for the account of each Lender, an upfront fee, in an amount to be agreed upon between the Borrower and the Administrative Agent, according to such Lender’s Applicable Percentage of the difference between the Designated
Amount and the Base Amount; provided, however, that solely for purposes of calculating the upfront fee pursuant to this Section 3.04(d), upon payment of such upfront fee and for purposes of future upfront fees pursuant to this
Section 3.04(d), the Base Amount shall be increased to be equal to the last Designated Amount for which an upfront fee has been paid hereunder. 
 ARTICLE IV 
 PAYMENTS; PRO RATA TREATMENT; SHARING OF SET-OFFS

 Section 4.01 Payments Generally; Pro Rata Treatment; Sharing of Set-offs. 
 (a) Payments by the Borrower. The Borrower shall make each payment required to be made by it hereunder (whether of principal,
interest, fees or reimbursement of Letter of Credit Disbursements, or of amounts payable under Section 5.01, Section 5.02, Section 5.03 or otherwise) prior to 2:00 p.m., New York time, on the
date when due (after giving effect to applicable grace periods), in immediately available funds, without defense, deduction, recoupment, set-off or counterclaim. Fees, once paid, shall be fully earned and shall not be refundable under any
circumstances. Any amounts received

  

 Amended and Restated Credit Agreement – Page 37 







 
after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon.
All such payments shall be made to the Administrative Agent at its offices specified in Section 12.01, except payments to be made directly to an Issuer as expressly provided herein and except that payments pursuant to
Section 5.01, Section 5.02, Section 5.03 and Section 12.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such
payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof, and any such payments payable to a Lender shall be made in accordance with such Lender’s Applicable Percentage, unless
otherwise provided herein. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon
shall be payable for the period of such extension. All payments hereunder shall be made in dollars. 
 (b) Application of
Insufficient Payments. If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed Letter of Credit Disbursements, interest and fees then due hereunder, such
funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards
payment of principal and unreimbursed Letter of Credit Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed Letter of Credit Disbursements then due to such parties.

 (c) Sharing of Payments by Lenders. If any Lender shall, by exercising any right of set-off or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in Letter of Credit Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and
participations in Letter of Credit Disbursements and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and
participations in Letter of Credit Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on
their respective Loans and participations in Letter of Credit Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be
rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 4.01(c) shall not be construed to apply to any payment made by the Borrower pursuant to and
in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Letter of Credit Disbursements to any assignee or
Participant, other than to the Borrower or any Consolidated Subsidiary thereof (as to which the provisions of this Section 4.01(c) shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively
do so under Governmental Requirements, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such
Lender were a direct creditor of the Borrower in the amount of such participation. 
 Section 4.02 Presumption of
Payment by the Borrower. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or any Issuer that the Borrower
will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or such Issuer, as the case may be, the
amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or such Issuer, as the case may be, severally agrees to repay to the

  

 Amended and Restated Credit Agreement – Page 38 







 
Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuer with interest thereon, for each day from and including the date such amount is distributed to it
to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. 

ARTICLE V 
 INCREASED COSTS; BREAK FUNDING PAYMENTS; TAXES; ILLEGALITY 
 Section 5.01 Increased
Costs. 
 (a) Eurodollar Changes in Law. If any Change in Law shall: 
 (i) impose, modify or deem applicable any reserve (including marginal, special, emergency or supplemental reserves), special
deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender for Eurocurrency liabilities under Regulation D of the Board (as the same may be amended, supplemented or replaced from time to
time) or otherwise; or 
 (ii) impose on any Lender or the London interbank market any other condition affecting
this Agreement or Eurodollar Loans made by such Lender; 
 and the result of any of the foregoing shall be to increase the cost to such Lender
of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender (whether of principal, interest or otherwise), then the Borrower will pay
to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. 
 (b) Capital Requirements. If any Lender or any Issuer determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such
Lender’s or such Issuer’s capital or on the capital of such Lender’s or such Issuer’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender,
or the Letters of Credit issued by such Issuer, to a level below that which such Lender or such Issuer or such Lender’s or such Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such
Lender’s or such Issuer’s policies and the policies of such Lender’s or such Issuer’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or such Issuer, as the case may
be, such additional amount or amounts as will compensate such Lender or such Issuer or such Lender’s or such Issuer’s holding company for any such reduction suffered. 
 (c) Certificates. A certificate of a Lender or any Issuer setting forth in reasonable detail the basis of its request and the amount
or amounts necessary to compensate such Lender or such Issuer or its holding company, as the case may be, as specified in Section 5.01(a) or (b) shall be delivered to the Borrower and shall be conclusive absent manifest
error. The Borrower shall pay such Lender or such Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. 
 (d) Effect of Failure or Delay in Requesting Compensation. Failure or delay on the part of any Lender or any Issuer to demand compensation pursuant to this Section 5.01 shall not
constitute a waiver of such Lender’s or such Issuer’s right to demand such compensation, provided that no Lender

  

 Amended and Restated Credit Agreement – Page 39 







 
may make any such demand more than 180 days after the Termination Date, nor for any amount which has accrued more than 270 days prior to such Lender or Issuer delivering the certificate required
in Section 5.01(c) unless such compensation demand results from a Change in Law that has a retroactive effect, in which case the time periods given above will be extended to take into account such retroactive period. 

Section 5.02 Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan
other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan into an ABR Loan other than on the last day of the Interest Period applicable thereto,
or (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense
attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have
accrued on the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in
the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate
which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market. 
 A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this
Section 5.02 shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. 
 Section 5.03 Taxes. 
 (a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any Guarantor under any Loan Document shall be made free and clear of and without deduction
for any Indemnified Taxes or Other Taxes; provided that if the Borrower or any Guarantor shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after
making all required deductions (including deductions applicable to additional sums payable under this Section 5.03(a)), the Administrative Agent, Lender or Issuer (as the case may be) receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Borrower or such Guarantor shall make such deductions and (iii) the Borrower or such Guarantor shall pay the full amount deducted to the relevant Governmental Authority in accordance
with Governmental Requirements. 
 (b) Payment of Other Taxes by the Borrower. The Borrower shall pay any Other Taxes to
the relevant Governmental Authority in accordance with Governmental Requirements. 
 (c) Indemnification by the Borrower.
The Borrower shall indemnify the Administrative Agent, each Lender and each Issuer, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or such
Issuer, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this
Section 5.03) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate of the Administrative Agent, a

  

 Amended and Restated Credit Agreement – Page 40 







 
Lender or an Issuer as to the basis of such Indemnified Taxes and Other Taxes and the amount of such payment or liability under this Section 5.03 shall be delivered to the
Borrower and shall be conclusive absent manifest error. 
 (d) Evidence of Payments. As soon as practicable after any
payment of Indemnified Taxes or Other Taxes by the Borrower or a Guarantor to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. 
 (e) Foreign Lenders. Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to
which such jurisdiction is a party, with respect to payments under this Agreement or any other Loan Document shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by Governmental Requirements, such
properly completed and executed documentation prescribed by Governmental Requirements or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate. 
 Section 5.04 Designation of Different Lending Office. If any Lender requests compensation under
Section 5.01, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.03, then such Lender shall use reasonable
efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or
assignment (a) would eliminate or reduce amounts payable pursuant to Section 5.01 or Section 5.03, as the case may be, in the future and (b) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 
 Section 5.05 Illegality. Notwithstanding any other provision of this Agreement, in the event that it becomes unlawful for
any Lender or its applicable lending office to honor its obligation to make or maintain Eurodollar Loans either generally or having a particular Interest Period hereunder, then (a) such Lender shall promptly notify the Borrower and the
Administrative Agent thereof and such Lender’s obligation to make such Eurodollar Loans shall be suspended (the “Affected Loans”) until such time as such Lender may again make and maintain such Eurodollar Loans and
(b) all Affected Loans which would otherwise be made by such Lender shall be made instead as ABR Loans (and, if such Lender so requests by notice to the Borrower and the Administrative Agent, all Affected Loans of such Lender then outstanding
shall be automatically converted into ABR Loans on the date specified by such Lender in such notice) and, to the extent that Affected Loans are so made as (or converted into) ABR Loans, all payments of principal which would otherwise be applied to
such Lender’s Affected Loans shall be applied instead to its ABR Loans. 
 Section 5.06 Replacement of a
Lender. If any Lender (an “Affected Lender”) (a) makes a demand upon the Borrower for amounts pursuant to Section 5.01 (and the payment of such amounts are, and are likely to continue to be,
materially more onerous in the reasonable judgment of the Borrower than with respect to the other Lenders) or (b) in connection with any proposed increase in the Borrowing Base pursuant to Section 2.07 refuses to consent to
such increase, the Borrower may, within 30 days of receipt by the Borrower of such demand, give notice (a “Replacement Notice”) in writing to the Administrative Agent and such Affected Lender of its intention to cause such
Affected Lender to sell all of its Loans, Loan Commitments and/or Notes to an Eligible Assignee (a “Replacement Lender”) designated in such Replacement Notice; provided, however, that no Replacement Notice may be given by the
Borrower and

  

 Amended and Restated Credit Agreement – Page 41 







 
no Lender may be replaced pursuant to this Section 5.06 if (i) such replacement conflicts with any Governmental Requirements or regulation, (ii) any Event of Default
shall have occurred and be continuing at the time of such replacement, or (iii) prior to any such replacement, such Affected Lender shall have taken any necessary action under Section 5.04 (if applicable) so as to eliminate
the continued need for payment of amounts owing pursuant to Section 5.01 or shall have waived its right to payment of the specific amounts that give rise or would give rise to such Replacement Notice (it being understood for sake
of clarity that the Affected Lender shall be under no obligation to waive such rights to payment and that such Affected Lender, if it is replaced in accordance with this Section 5.06, shall be entitled to be reimbursed for all
breakage losses in connection with such replacement). If the Administrative Agent shall in the exercise of its reasonable discretion and within 30 days of its receipt of such Replacement Notice, notify the Borrower and such Affected Lender in
writing that the Replacement Lender is satisfactory to the Administrative Agent (such consent not being required where the Replacement Lender is already a Lender or an Affiliate of a Lender or an Eligible Assignee), then such Affected Lender shall,
subject to the payment of any amounts due pursuant to Section 5.02, assign, in accordance with Section 12.04, all of its Loan Commitments, Loans, Notes (if any), and other rights and obligations under this
Agreement and all other Loan Documents (including Reimbursement Obligations, if applicable) designated in the Replacement Notice to such Replacement Lender; provided, however, that (A) such assignment shall be without recourse, representation
or warranty and shall be on terms and conditions reasonably satisfactory to such Affected Lender and such Replacement Lender, (B) the purchase price paid by such Replacement Lender shall be in the amount of such Affected Lender’s Loans
designated in the Replacement Notice, and/or its Percentage of outstanding Reimbursement Obligations, as applicable, together with all accrued and unpaid interest and fees in respect thereof, plus all other amounts (including the amounts demanded
and unreimbursed under Section 5.01), and (C) the Borrower shall pay to the Affected Lender and the Administrative Agent all reasonable out-of-pocket expenses incurred by the Affected Lender and the Administrative Agent in
connection with such assignment and assumption (including the processing fees described in Section 12.04). If the Affected Lender fails to execute an Assignment and Assumption after five Business Days notice from the
Administrative Agent, such failure to execute shall not impair the validity of the removal of the Affected Lender and the mandatory assignment of such Affected Lender’s Loan Commitments, Loans, Notes (if any), and other rights and obligations
under this Agreement and all of the Loan documents and such assignment shall be effective without the execution of an Assignment and Assumption by the Affected Lender. If the Administrative Agent fails to notify Borrower within 30 days of its
receipt of such Replacement Notice that such Replacement Lender is satisfactory, then such Replacement Lender shall be deemed satisfactory to the Administrative Agent. Upon the effective date of an assignment described above, the Replacement Lender
shall become a “Lender” for all purposes under the Loan Documents. 
 ARTICLE VI 
 CONDITIONS PRECEDENT 
 Section 6.01 Closing Date. The obligations of the Lenders to make the initial Loans and of any Issuer to issue Letters of Credit in connection with the initial Borrowing hereunder shall
not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 12.02), and the Lenders and the Issuer agree that each of the following conditions have been
satisfied or waived as of the Closing Date: 
 (a) The Arranger, the Administrative Agent and the Lenders shall have received
all fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. 
  

 Amended and Restated Credit Agreement – Page 42 







 (b) The Administrative Agent shall have received a certificate of the Borrower and of each
Guarantor setting forth (i) resolutions of the Managers, board of directors or other managing body with respect to the authorization of the Borrower or such Guarantor to execute and deliver the Loan Documents to which it is a party and to enter
into the transactions contemplated in those documents, (ii) the individuals who are authorized to sign the Loan Documents to which the Borrower or such Guarantor is a party, (iii) specimen signatures of such authorized individuals, and
(iv) the articles or certificate of incorporation or formation and bylaws, operating agreement or partnership agreement, as applicable, of the Borrower and each Guarantor, in each case, certified as being true and complete. The Administrative
Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary. 
 (c) The Administrative Agent shall have received certificates of the appropriate state agencies with respect to the existence, qualification and good standing of the Borrower and each Guarantor.

 (d) The Administrative Agent shall have received a compliance certificate which shall be substantially in the form of
Exhibit B, duly and properly executed by a Responsible Officer and dated as of the Closing Date. 
 (e) The
Administrative Agent shall have received from each party hereto counterparts (in such number as may be requested by the Administrative Agent) of this Agreement signed on behalf of such party. 
 (f) The Administrative Agent shall have received duly executed Notes payable to the order of each Lender in a principal amount equal to its
Maximum Credit Amount dated as of the date hereof. 
 (g) The Administrative Agent shall have received from each party thereto
duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Security Instruments, including the Guarantee Agreement and the other Security Instruments described on Exhibit C. In connection with
the execution and delivery of the Security Instruments, (i) the Administrative Agent shall be reasonably satisfied that the Security Instruments create first priority, perfected Liens (subject only to Excepted Liens) on at least 85% of the
total value of the Proved Developed Producing Reserves and Proved Developed Nonproducing Reserves evaluated in the Initial Reserve Report and (ii) the Collateral Agent shall have received original stock or membership interest certificates (if
such interests are certificated) evidencing all of the issued and outstanding Equity Interests of each Guarantor, together with the appropriate undated stock powers, or other equivalent instruments of transfer reasonably acceptable to the
Administrative Agent, for each certificate duly executed in blank by the registered owner thereof. 
 (h) No event or
circumstance that could cause a Material Adverse Effect shall have occurred. 
 (i) The Administrative Agent shall be satisfied
in its sole discretion with the title to the Oil and Gas Properties included in the Borrowing Base. 
 (j) The Administrative
Agent shall have received an opinion of (i) Andrews Kurth LLP, special New York counsel to the Borrower and (ii) special local counsel to the Borrower in each jurisdiction where the Mortgaged Properties are located, such local counsel to
be acceptable to Administrative Agent, each, in form and substance satisfactory to the Administrative Agent, as to such matters incident to the Transactions as the Administrative Agent may reasonably request. 
  

 Amended and Restated Credit Agreement – Page 43 







 (k) The Administrative Agent shall have received a copy of the Initial Reserve Report.

 (l) The Administrative Agent shall have received a certificate of insurance coverage of the Borrower evidencing that the
Borrower is carrying insurance in accordance with Section 7.12. 
 (m) The Administrative Agent shall have
received the Financial Statements. 
 (n) [Intentionally omitted]. 
 (o) [Intentionally omitted]. 
 (p) The Administrative Agent shall have received appropriate UCC search certificates reflecting no prior Liens encumbering the Properties, the Borrower, and its Subsidiaries for each of the following
jurisdictions: Alabama, Oklahoma, Kansas, Delaware and any other jurisdiction requested by the Administrative Agent; other than those being assigned or released on or prior to the Closing Date or Liens permitted by Section 9.03.

 (q) There are no unpaid bills for improvements or services to the Properties owned by Borrower or any Guarantor that could
give rise to mechanic’s or materialmen’s liens or any other similar encumbrance arising by operation of Governmental Requirements. 
 (r) No, action, suit, investigation or other proceeding is pending or threatened before any arbitrator or Governmental Authority seeking to restrain, enjoin or prohibit or declare illegal, or seeking
damages from Borrower in connection with the transactions contemplated in this Agreement or which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. 
 (s) The Administrative Agent is satisfied, in its sole discretion, with the results of its due diligence examination of Borrower, the
Guarantors and the Properties owned by Borrower or Guarantors, including Borrower’s and the Guarantors’ proposed development of their Properties, the location discount/premium and transportation costs for all Hydrocarbons produced on such
Properties, existing Hydrocarbon sales and all aspects of Borrower’s and the Guarantors’ existing and contemplated Hydrocarbon marketing activities. 
 (t) The Administrative Agent and each Lender shall have received all Act disclosures requested by them prior to execution of this Agreement. 
 (u) The Administrative Agent shall have received such other documents as the Administrative Agent or special counsel to the Administrative
Agent may reasonably request. 
 Section 6.02 Each Credit Event. The obligation of each Lender to make a Loan
on the occasion of any Borrowing (including the initial funding), and of each Issuer to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions: 
 (a) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of
Credit, as applicable, no Default shall have occurred and be continuing. 
  

 Amended and Restated Credit Agreement – Page 44 







 (b) At the time of and immediately after giving effect to such Borrowing or the issuance,
amendment, renewal or extension of such Letter of Credit, as applicable, no Material Adverse Effect shall have occurred. 
 (c)
The representations and warranties of the Borrower and the Guarantors, if any, set forth in this Agreement and in the other Loan Documents shall be true and correct on and as of the date of such Borrowing or the date of issuance, amendment, renewal
or extension of such Letter of Credit, as applicable, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case such representations and warranties shall have been true and correct as of
such specified earlier date. 
 (d) The making of such Loan or the issuance, amendment, renewal or extension of such Letter of
Credit, as applicable, would not conflict with, or cause any Lender or any Issuer to violate or exceed, any applicable Governmental Requirement, and no Change in Law shall have occurred, and no litigation shall be pending or threatened, which does
or, with respect to any threatened litigation, seeks to, enjoin, prohibit or restrain, the making or repayment of any Loan, the issuance, amendment, renewal, extension or repayment of any Letter of Credit or any participations therein or the
consummation of the transactions contemplated by this Agreement or any other Loan Document. 
 (e) The receipt by the
Administrative Agent of a Borrowing Request in accordance with Section 2.03 or a request for a Letter of Credit in accordance with Section 2.08(b), as applicable. 
 Each request for a Borrowing and each issuance, amendment, renewal or extension of any Letter of Credit shall be deemed to constitute a
representation and warranty by the Borrower on the date thereof as to the representations and warranties specified in Section 6.02(a) through (d). 
 ARTICLE VII 
 REPRESENTATIONS AND WARRANTIES 
 The Borrower represents and warrants to the Lenders that: 
 Section 7.01 Organization; Powers. Each of the Borrower and its Consolidated 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 own its assets and to carry on its business as now conducted, and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except
where failure to have such power, authority and qualifications could not reasonably be expected to have a Material Adverse Effect. 
 Section 7.02 Authority; Enforceability. The Transactions are within the Borrower’s and each Guarantor’s limited liability company powers and have been duly authorized by all necessary limited liability company
and, if required, member action (including, without limitation, any action required to be taken by any class of directors of the Borrower or any other Person, whether interested or disinterested, in order to ensure the due authorization of the
Transactions). When executed and delivered, each Loan Document and each of the agreements by which Borrower or any Guarantor acquires ownership of the Mortgaged Properties to which the Borrower and any Guarantor is a party will have been duly
executed and delivered by the Borrower and such Guarantor and will constitute a legal, valid and binding obligation of the Borrower and such Guarantor, as applicable, enforceable in accordance with its 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. 
  

 Amended and Restated Credit Agreement – Page 45 







 Section 7.03 Approvals; No Conflicts. The Transactions (a) do not
require any consent, license, or approval of, registration or filing with, or any other action by, any Governmental Authority or any other third Person (including the members or any class of directors of the Borrower or any other Person, whether
interested or disinterested), except such as have been obtained or made and are in full force and effect, and except for the filing and recording of Security Instruments to perfect the Liens created by such Security Instruments, (b) will not
violate any Governmental Requirements or regulation or the charter, by-laws, operating agreement or other organizational documents of the Borrower or any of the Guarantors 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 the Borrower or any of the Guarantors or their Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or any of the
Guarantors and (d) will not result in the creation or imposition of any Lien on any Property of the Borrower or any of the Guarantors (other than the Liens created by the Loan Documents). The Borrower and each of the Guarantors has obtained all
consents, licenses and approvals required in connection with the execution, delivery and performance by the Borrower and the Guarantors and the validity against the Borrower and each of the Guarantors of the Loan Documents to which it is a party,
and such consents, licenses and approvals are in full force and effect. 
 Section 7.04 Financial Statements.

 (a) The Borrower has delivered to the Administrative Agent and the Lenders the Financial Statements, and the Financial
Statements are correct and complete in all material respects and present fairly the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as of their respective dates and for their respective periods in accordance with
GAAP, applied on a consistent basis. 
 (b) Since December 31, 2008, (i) there has been no event, development or
circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the business of the Borrower and its Subsidiaries has been conducted only in the ordinary course consistent with past business practices.

 (c) Neither the Borrower nor any of its Subsidiaries has any Material Indebtedness (including Disqualified Capital Stock), or
any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except for the (i) Obligations
hereunder, (ii) as referred to or reflected or provided for in the Financial Statements, or (iii) Debt otherwise permitted hereunder. 
 Section 7.05 Litigation. Except as set forth on Schedule 7.05, there are no actions, suits, investigations or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (a) which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse
Effect or (b) that involve any Loan Document or the Transactions. Since the date of this Agreement, there has been no change in the status of the matters disclosed in Schedule 7.05 that, individually or in the aggregate, has
resulted in, or could reasonably be expected to result in a Material Adverse Effect. 
 Section 7.06 Environmental
Matters. Except as could not be reasonably expected to have a Material Adverse Effect (or with respect to (c), (d) and (e) below, where the failure to take such actions could not be reasonably expected to have a Material Adverse
Effect): 
 (a) except as set forth on Schedule 7.06, no Property of the Borrower or any of its Consolidated
Subsidiaries nor the operations conducted thereon violate any order or requirement of any court or Governmental Authority or any Environmental Laws. 
  

 Amended and Restated Credit Agreement – Page 46 







 (b) no Property of the Borrower or any of its Consolidated Subsidiaries nor the operations
currently conducted thereon or, to the knowledge of the Borrower, by any prior owner or operator of such Property or operation, are in violation of or subject to any existing, pending or threatened action, suit, investigation, inquiry or proceeding
by or before any court or Governmental Authority or to any remedial obligations under Environmental Laws. 
 (c) all notices,
permits, licenses, exemptions, approvals or similar authorizations, if any, required to be obtained or filed in connection with the operation or use of any and all Property of the Borrower and each of its Subsidiaries, including, without limitation,
past or present treatment, storage, disposal or release of a hazardous substance, oil and gas waste or solid waste into the environment, have been duly obtained or filed or requested, and the Borrower and each of its Consolidated Subsidiaries are in
compliance with the terms and conditions of all such notices, permits, licenses and similar authorizations. 
 (d) the Borrower
has taken all steps reasonably necessary to determine and has determined that, except as set forth on Schedule 7.06, no oil, hazardous substances, solid waste or oil and gas waste, have been disposed of or otherwise released and there
has been no threatened release of any oil, hazardous substances, solid waste or oil and gas waste on or to any Property of the Borrower or any of the Guarantors except in compliance with Environmental Laws and so as not to pose an imminent and
substantial endangerment to public health or welfare or the environment. 
 (e) to the extent applicable, all Property of the
Borrower and each of the Guarantors currently satisfies all design, operation, and equipment requirements imposed by the OPA, and the Borrower does not have any reason to believe that such Property, to the extent subject to the OPA, will not be able
to maintain compliance with the OPA requirements during the term of this Agreement. 
 (f) except as set forth on Schedule
7.06, neither the Borrower nor any of its Consolidated Subsidiaries has any known contingent liability or Remedial Work in connection with any release or threatened release of any oil, hazardous substance, solid waste or oil and gas waste
into the environment. 
 Section 7.07 Compliance with the Laws and Agreements. Each of the Borrower and its
Consolidated Subsidiaries are in compliance with all Governmental Requirements applicable to it or its Property and all agreements and other instruments binding upon it or its Property, and possesses all licenses, permits, franchises, exemptions,
approvals and other authorizations granted by Governmental Authorities necessary for the ownership of its Property and the present conduct of its business, except where the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect. 
 Section 7.08 Investment Company Act. Neither the Borrower
nor any of its Consolidated Subsidiaries are an “investment company” or a company “controlled” by an “investment company,” within the meaning of, or subject to regulation under, the Investment Company Act of 1940, as
amended. 
 Section 7.09 Taxes. Each of the Borrower and its Consolidated Subsidiaries has timely filed or
caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except Taxes that are being contested in good faith by appropriate proceedings and for which the
Borrower or such Consolidated Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP. The charges, accruals and reserves on the books of the Borrower and its Consolidated Subsidiaries in respect of Taxes and
other governmental charges are, in the reasonable opinion of the Borrower, adequate. No Tax Lien has been filed and, to the knowledge of the Borrower, no claim is being asserted with respect to any such Tax or other such governmental charge, except
for Tax Liens or claims that could not reasonably be expected to have a Material Adverse Effect. 
  

 Amended and Restated Credit Agreement – Page 47 







 Section 7.10 ERISA. 
 (a) The Borrower and its Consolidated Subsidiaries have complied in all material respects with ERISA and, where applicable, the Code
regarding each Plan, if any that they maintain. 
 (b) No act, omission or transaction has occurred that could result in
imposition on the Borrower, any of its Subsidiaries or any ERISA Affiliate (whether directly or indirectly) of (i) either a civil penalty assessed pursuant to subsections (c), (i) or (l) of section 502 of ERISA or a tax imposed
pursuant to Chapter 43 of Subtitle D of the Code or (ii) breach of fiduciary duty liability damages under section 409 of ERISA. 
 (c) No Plan (other than a defined contribution plan) or any trust created under any such Plan has been terminated since September 2, 1974. No liability to the PBGC (other than for the payment of current premiums which are not past due)
by the Borrower, any of its Subsidiaries or any ERISA Affiliate has been or is expected by the Borrower, any of its Subsidiaries or any ERISA Affiliate to be incurred with respect to any Plan. No ERISA Event with respect to any Plan has occurred.

 (d) Full payment when due has been made of all amounts which the Borrower, any of its Subsidiaries or any ERISA Affiliate is
required under the terms of each Plan, if any, or Governmental Requirements to have paid as contributions to such Plan as of the date hereof, and no accumulated funding deficiency (as defined in section 302 of ERISA and section 412 of the Code),
whether or not waived, exists with respect to any Plan. 
 (e) Each Plan subject to Title IV of ERISA satisfies the minimum
funding requirements of Section 412 of the Code and Part 3 of Title I of ERISA. 
 (f) Neither the Borrower nor its
Subsidiaries sponsors or maintains an employee welfare benefit plan, as defined in section 3(1) of ERISA that provides benefits to former employees of such entities. 
 (g) Neither the Borrower nor its Subsidiaries nor any ERISA Affiliate would be subject to any withdrawal liability under Part 1 of Subtitle E of Title IV of ERISA if the Borrower, its Subsidiaries or any
ERISA Affiliate were to engage in a “complete withdrawal” (as defined in Section 4203 of ERISA) or a “partial withdrawal” (as defined in Section 4205 of ERISA) for any Multiemployer Plan. 
 (h) Neither the Borrower, its Subsidiaries nor any ERISA Affiliate is required to provide security under section 401(a)(29) of the Code due
to a Plan amendment that results in an increase in current liability for any Plan. 
 Section 7.11 Disclosure; No
Material Misstatements. 
 (a) Schedule 7.11, describes, as of the Closing Date, all Material Indebtedness
of the Borrower or any of its Consolidated Subsidiaries, and all obligations of the Borrower or any of its Consolidated Subsidiaries to issuers of surety or appeal bonds (other than operator’s bonds, plugging and abandonment bonds, and similar
surety obligations obtained in the ordinary course of business) issued for the account of the Borrower or any of its Consolidated Subsidiaries. 
  

 Amended and Restated Credit Agreement – Page 48 







 (b) As of the Closing Date, none of the reports, Financial Statements, certificates, Reserve
Reports or other information furnished by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent, in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other
Loan Document (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time. 
 Section 7.12 Insurance. The Borrower has, and has caused each of its Subsidiaries to, maintain, with financially sound
and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations. The loss payable clauses or
provisions in said insurance policy or policies insuring any of the collateral for the Loans are endorsed in favor of and made payable to the Administrative Agent as its interests may appear and such policies name the Administrative Agent and the
Lenders as “additional insureds” and provide that the insurer will give at least 30 days prior notice of any cancellation to the Administrative Agent. 
 Section 7.13 Restriction on Liens. Neither the Borrower nor any of the Guarantors is a party to any material agreement or arrangement, or subject to any order, judgment, writ or decree,
which either restricts or purports to restrict its ability to grant Liens to the Administrative Agent and the Lenders on or in respect of their Properties to secure the Obligations and the Loan Documents. 
 Section 7.14 Subsidiaries. Except as set forth on Schedule 7.14 or as disclosed in writing to the
Administrative Agent (which shall promptly furnish a copy to the Lenders), which shall be a supplement to Schedule 7.14, the Borrower has no Subsidiaries. The Borrower has no Foreign Subsidiaries. 
 Section 7.15 Location of Business and Offices. The Borrower’s jurisdiction of organization is Delaware; the name of
the Borrower as listed in the public records of its jurisdiction of organization is Constellation Energy Partners LLC, and the organizational identification number of the Borrower in its jurisdiction of organization is 3922446 (or, in each case, as
set forth in a notice delivered to the Administrative Agent pursuant to Section 8.01(n) in accordance with Section 12.01). The Borrower’s principal place of business and chief executive offices are located
at the address specified in Section 12.01 (or as set forth in a notice delivered pursuant to Section 8.01(n) and Section 12.01(c)). Each Subsidiary’s jurisdiction of organization, name as
listed in the public records of its jurisdiction of organization, organizational identification number in its jurisdiction of organization, and the location of its principal place of business and chief executive office is stated on Schedule
7.14 (or as set forth in a notice delivered pursuant to Section 8.01(n)). 
 Section 7.16
Properties; Titles; Etc. 
 (a) Subject to Excepted Liens, each of the Obligors have good and indefeasible title to
all of its Oil and Gas Properties evaluated in the most recently delivered Reserve Report, free and clear of all Liens except for Excepted Liens. The Borrower has good and defensible title to all of the Equity Interests in the Subsidiaries listed on
Schedule 7.14, except for Excepted Liens. 
 (b) The quantum and nature of the interest of the Obligors in and to
their Hydrocarbon Interests as set forth in the most recent Reserve Report includes the entire interest of the Obligors in such Hydrocarbon Interests as of the date of such Reserve Report and are complete and

  

 Amended and Restated Credit Agreement – Page 49 







 
accurate in all material respects as of the date of such Reserve Report, and other than the NPI, there are no “back-in” or “reversionary” interests held by third parties which
could materially reduce the interest of the Obligors in such Hydrocarbon Interests except as taken into account in such Reserve Report. The Working Interests held by the Obligors in their Oil and Gas Properties shall not in any material respect
obligate any of such Persons to bear the costs and expenses relating to the maintenance, development, and operations of such Oil and Gas Properties in an amount in excess of the Working Interest of such Person in each such Hydrocarbon Interest set
forth in the most recent Reserve Report. 
 (c) All oil and gas leases and instruments and other similar agreements comprising
the Borrower’s and its Consolidated Subsidiaries Oil and Gas Properties necessary for the conduct of business of the Borrower and its Consolidated Subsidiaries are valid and subsisting, in full force and effect and there exists no default or
event of default or circumstance which with the giving of notice or lapse of time or both would give rise to a default under any such leases, instruments or agreements, in each case which would affect in any material respect the conduct of the
business of the Borrower and its Subsidiaries. Neither Borrower, any of the Guarantors nor, to the knowledge of Borrower, any other party to any leases, instruments or agreements comprising its Oil and Gas Properties evaluated in the most recently
delivered Reserve Report, has given or threatened to give written notice of any default under or inquiry into any possible default under, or action to alter, terminate, rescind or procure a judicial reformation of, any such lease, instrument or
agreement. 
 (d) All of the Properties of the Borrower and its Consolidated Subsidiaries that are reasonably necessary for the
operation of their business are in good repair, working order and condition in all material respects and have been maintained by Borrower and its Consolidated Subsidiaries as is customary in the oil and gas industry. Since the date of the most
recent financial statements delivered pursuant to Sections 6.01(n) and 8.01, neither the business nor the Properties of the Borrower and its Consolidated Subsidiaries have been materially and adversely affected as a result of any fire,
explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits, or concessions by a Governmental Authority, riot, activities of armed
forces, or acts of God or of any public enemy. 
 (e) Except for Excepted Liens or as otherwise disclosed in writing to the
Administrative Agent: 
 (i) In each case only with respect to any of the Obligors’ Oil and Gas Properties
that have been assigned a discounted present value equal to or in excess of $2,000,000 in any Reserve Report, (A) all rentals, royalties, overriding royalties, shut-in royalties and other payments due under or with respect to any such
Hydrocarbon Interests evaluated in any Reserve Report have been properly and timely paid in the ordinary course of business and (B) all material expenses payable under the terms of the contracts and agreements comprising such Oil and Gas
Properties (other than those described above in clause (A)) have been properly and timely paid in the ordinary course of business, except in each case where such payments are being contested in good faith by appropriate proceedings and for which
adequate reserves complying with GAAP have been made; 
 (ii) All of the proceeds from the sale of Hydrocarbons
produced from the Borrower’s and its Consolidated Subsidiaries’ Hydrocarbon Interests are being properly and timely paid to the Borrower without suspense, other than the escrow mechanics associated with the Torch Energy Royalty Trust
determinations and other than any such proceeds the late payment or non-payment of which could not reasonably be expected to materially adversely affect the value of the Collateral taken as a whole; and 
  

 Amended and Restated Credit Agreement – Page 50 







 (iii) No material amount of proceeds that has been received by the Borrower
or any of its Consolidated Subsidiaries from the sale of Hydrocarbons produced from the Oil and Gas Properties evaluated in the most recently delivered Reserve Report is subject to any claim for any refund or refund obligation. 
 Section 7.17 Title. As of the Closing Date, the Administrative Agent shall have received title opinions, title reports or
other title due diligence reflecting that the Borrower or the Guarantors have title reasonably satisfactory to the Administrative Agent in such Oil and Gas Properties of the Borrower and the Guarantors constituting 85% of the Proved Developed
Producing Reserves and Proved Developed Nonproducing Reserves evaluated in the Initial Reserve Report. 
 Section 7.18
Security Instruments. 
 (a) The provisions of the Pledge and Security Agreement delivered to the Administrative Agent
are effective to create in favor of the Collateral Agent, for the ratable benefit of the Administrative Agent and the Lenders, a legal, valid and enforceable security interest in the Pledged Collateral (as defined therein) and proceeds thereof and
(i) when certificates, if any, representing or constituting the Pledged Collateral are delivered to the Collateral Agent and (ii) upon the filing of UCC-1 Financing Statements with the secretary of state of each jurisdiction of formation
for each of the debtors party thereto, the Pledge and Security Agreement shall constitute a first priority Acceptable Security Interest in, all right, title and interest of the Obligors, as applicable, in such Pledged Collateral and the proceeds
thereof, subject to Excepted Liens. 
 (b) On the Closing Date, the Equity Interests listed on Schedule I to the Pledge and
Security Agreement will constitute all the issued and outstanding Equity Interests in the direct and indirect Material Domestic Subsidiaries of the Borrower; all such Equity Interests have been duly and validly issued and are fully paid and
nonassessable; and the relevant pledgor of said shares is the record and beneficial owner of said shares. 
 (c) The provisions
of the Mortgages will be effective to grant to the Administrative Agent, for the ratable benefit of the Lenders, legal, valid and enforceable mortgage liens on (i) all of the right, title and interest of the Borrower and its Subsidiaries in the
Mortgaged Property to the extent described therein and (ii) at least 85% of the total value of the Proved Developed Producing Reserves and Proved Developed Nonproducing Reserves evaluated in the Initial Reserve Report. Once such Mortgages have
been recorded in the appropriate recording office and all recording taxes have been paid with respect thereto, the Mortgages will constitute perfected first liens on, and security interest in, such mortgaged property, subject to Excepted Liens.

 (d) On the Closing Date, all governmental actions and all other filings, recordings, registrations, third party consents and
other actions which are necessary to create and perfect the Liens provided for in the Security Instruments will have been made, obtained and taken in all relevant jurisdictions. No other filings or recordings are required in order to perfect the
security interests created under any Security Instruments. 
 Section 7.19 Maintenance of Properties. Except
for such acts or failures to act as could not be reasonably expected to have a Material Adverse Effect, the Oil and Gas Properties (and Properties unitized therewith) have been maintained, operated and developed by the Borrower and the Guarantors in
a good and workmanlike manner and in conformity with all Government Requirements and in conformity with the provisions of all leases, subleases or other contracts comprising a part of the Hydrocarbon Interests and other contracts and agreements
forming a part of the Oil and Gas Properties. Specifically in connection with the foregoing, except as could not reasonably be expected to have a Material Adverse

  

 Amended and Restated Credit Agreement – Page 51 







 
Effect, (a) no Oil and Gas Property is subject to having allowable production reduced below the full and regular allowable (including the maximum permissible tolerance) because of any
overproduction (whether or not the same was permissible at the time) and (b) none of the wells comprising a part of the Oil and Gas Properties (or Properties unitized therewith) is deviated from the vertical more than the maximum permitted by
Government Requirements, and such wells are, in fact, bottomed under and are producing from, and the well bores are wholly within, the Oil and Gas Properties (or in the case of wells located on Properties unitized therewith, such unitized
Properties). All pipelines, wells, gas processing plants, platforms and other material improvements, fixtures and equipment owned in whole or in part by the Borrower or any of its Subsidiaries that are necessary to conduct normal operations are
being maintained in a state adequate to conduct normal operations, and with respect to such of the foregoing which are operated by the Borrower or any of its Subsidiaries, in a manner consistent with the Borrower’s or its Subsidiaries’
past practices (other than those the failure of which to maintain in accordance with this Section 7.17 could not reasonably be expect to have a Material Adverse Effect). 
 Section 7.20 Gas Imbalances; Prepayments. As of the date hereof, except as set forth on Schedule 7.20 or on
the most recent certificate delivered pursuant to Section 2.07(c), on a net basis there are no gas imbalances, take or pay or other prepayments which would require the Borrower or any of its Subsidiaries to deliver, in the
aggregate, three percent (3%) or more of the monthly production from Hydrocarbons produced from the Oil and Gas Properties at some future time without then or thereafter receiving full payment therefor. 
 Section 7.21 Marketing of Production. Except for the contracts listed and in effect on the date hereof on Schedule
7.21, and thereafter either disclosed in writing to the Administrative Agent or included in the most recently delivered Reserve Report (with respect to all of which contracts the Borrower represents that it or the Guarantors are receiving a
price for all production sold thereunder which is computed substantially in accordance with the terms of the relevant contract and are not having deliveries curtailed substantially below the subject Property’s delivery capacity), no material
agreements exist which are not cancelable on 60 days notice or less without penalty or detriment for the sale of production from the Borrower’s or the Guarantors’ Hydrocarbons (including, without limitation, calls on or other rights to
purchase, production, whether or not the same are currently being exercised) that (a) pertain to the sale of production at a fixed price and (b) have a maturity or expiry date of more than six (6) months after the Closing Date.

 Section 7.22 Swap Agreements. Schedule 7.22 sets forth, as of September 30, 2009, and
after the date hereof, each report required to be delivered by the Borrower pursuant to Section 8.01(c) will set forth, a true and complete list of all Swap Agreements of the Borrower and each of its Subsidiaries, the material
terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net marked-to-market value thereof, all credit support agreements relating thereto (including any margin required or supplied) and the
counterparty to each such agreement. 
 Section 7.23 Use of Loans and Letters of Credit. The proceeds of the
Loans and the Letters of Credit shall be used (a) for the acquisition, exploration, operation, maintenance and development of Oil and Gas Properties and related properties, facilities, rights and interests located in any of the United States of
America, (b) for general corporate purposes, including Restricted Payments, provided that if the Borrowing Base Utilization Percentage is equal to or exceeds 90% before or after giving effect to the requested Loan or Letter of Credit, then no
proceeds of any Loan or any Letter of Credit may be used to fund Restricted Payments under Section 9.04, (c) for the payment of expenses incurred by the Borrower in connection with the Transactions, (d) to provide
working capital, and (d) for the issuance of Letters of Credit. The Borrower and its Subsidiaries are not engaged principally, or as one of its or their important activities, in the business of extending credit for the purpose, whether
immediate, incidental or ultimate, of buying or carrying margin stock (within the meaning of Regulation T, U or X of the Board). No part of the proceeds of any Loan or Letter of Credit will be used for any purpose which violates the provisions of
Regulations T, U or X of the Board. 
  

 Amended and Restated Credit Agreement – Page 52 







 Section 7.24 Solvency. After giving effect to the transactions
contemplated hereby, (a) the aggregate assets (after giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or any similar arrangement), at a fair valuation, of the Borrower and the Guarantors,
taken as a whole, will exceed the aggregate Debt of the Borrower and the Guarantors on a consolidated basis, as the Debt becomes absolute and matures, (b) each of the Borrower and the Guarantors will not have incurred or intended to incur, and
will not believe that it will incur, Debt beyond its ability to pay such Debt (after taking into account the timing and amounts of cash to be received by each of the Borrower and the Guarantors and the amounts to be payable on or in respect of its
liabilities, and giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or any similar arrangement) as such Debt becomes absolute and matures and (c) each of the Borrower and the Guarantors will not
have (and will have no reason to believe that it will have thereafter) unreasonably small capital for the conduct of its business. 
 Section 7.25 Patriot Act. 
 (a) No Borrower or Guarantor (collectively, the “Credit
Parties”) nor any of their Subsidiaries is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States of America (50 U.S.C. App. §§ 1 et
seq.), as amended. Neither any Credit Party nor any or its Subsidiaries is in violation of (a) the Trading with the Enemy Act, as amended, (b) any of the foreign assets control regulations of the United States Treasury Department (31 CFR,
Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or (c) the Act. None of the Credit Parties (i) is a blocked person described in Section 1 of the Anti-Terrorism Order, or
(ii) to the best of its knowledge, engages in any dealings or transactions, or is otherwise associated, with any such blocked person. 
 (b) None of the Credit Parties or their Subsidiaries or their respective Affiliates is in violation of and shall not violate any of the country or list based economic and trade sanctions administered and
enforced by OFAC that are described or referenced at http://www.ustreas.gov/offices/enforcement/ofac/ or as otherwise published from time to time. 
 (c) None of the Credit Parties or their Subsidiaries or their respective Affiliates (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has a more than 10% of its assets located in
Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with Sanctioned Persons or Sanctioned Entities. The proceeds of any Loan will not be used and have not been used to fund any
operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Entity. 
 Each of the Credit Parties and their Subsidiaries is in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq., and any foreign counterpart thereto. None of the Credit Parties or their Subsidiaries has
made a payment, offering, or promise to pay, or authorized the payment of, money or anything of value (a) in order to assist in obtaining or retaining business for or with, or directing business to, any foreign official, foreign political
party, party official or candidate for foreign political office, (b) to a foreign official, foreign political party or party official or any candidate for foreign political office, and (c) with the intent to induce the recipient to misuse
his or her official position to direct business wrongfully to such Credit Party or its Subsidiary or to any other Person, in violation of the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq. 
  

 Amended and Restated Credit Agreement – Page 53 







 ARTICLE VIII 
 AFFIRMATIVE COVENANTS 
 Until the Loan
Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder and all other amounts payable under the Loan Documents shall have been paid in full and all Letters of Credit shall have
expired or terminated and all Letter of Credit Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that: 
 Section 8.01 Financial Statements; Ratings Change; Other Information. The Borrower will furnish to the Administrative Agent: 
 (a) Annual Financial Statements and Annual Budget. As soon as available, but in any event not later than 90 days after the end of
each fiscal year, (i) Borrower’s audited consolidated balance sheet and related statements of operations, members’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures
for the previous fiscal year, all reported on by independent public accountants of recognized national standing and reasonably acceptable to the Administrative Agent (without a “going concern” or like qualification or exception and without
any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial position and results of operations of the Borrower and its Consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently applied and (ii) a budget for the then current fiscal year, including a pro forma balance sheet and income and cash flow projections. 
 (b) Quarterly Financial Statements. As soon as available, but in any event not later than 45 days after the end of each of the first
three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, members’ equity and cash flows as of the end of and for such quarter and the then elapsed portion of the fiscal
year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting fairly
in all material respects the financial position and results of operations of the Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the
absence of footnotes. 
 (c) Certificate of Financial Officer — Compliance. Concurrently with any delivery of
financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer in substantially the form of Exhibit B hereto (i) certifying as to whether a Default has
occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with
Section 9.01, (iii) stating whether any change in GAAP or in the application thereof has occurred since the Closing Date and, if any such change has occurred, specifying the effect of such change on the financial statements
accompanying such certificate, and (iv) setting forth as of the last Business Day of such calendar month or fiscal year, a true and complete list of all Swap Agreements of the Borrower and each of its Consolidated Subsidiaries, the material
terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net mark-to-market value therefor, any new credit support agreements relating thereto not listed on Schedule 7.22, any
margin required or supplied under any credit support document and the counterparty to each such agreement. 
 (d) Certificate
of Accounting Firm — Defaults. Concurrently with any delivery of financial statements under Section 8.01(a), a certificate of the accounting firm that reported on such financial statements stating whether they obtained
knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines). 
  

 Amended and Restated Credit Agreement – Page 54 







 (e) Certificate of Insurer — Insurance Coverage. Concurrently with any delivery
of financial statements under Section 8.01(a), a certificate of insurance coverage from each insurer with respect to the insurance required by Section 8.07, in form and substance satisfactory to the
Administrative Agent, and, if requested by the Administrative Agent or any Lender, all copies of the applicable policies. 
 (f)
Other Accounting Reports. Within five Business Days after receipt thereof, a copy of each other written report or letter submitted to the Borrower or any of its Subsidiaries by independent accountants in connection with any annual, interim or
special audit made by them of the books of the Borrower or any such Subsidiary, and a copy of any response by the Borrower or any such Subsidiary to such letter or report. 
 (g) Notices Under Material Instruments. Promptly after the furnishing thereof, copies of any financial statement, report or notice
furnished to or by any Person pursuant to the terms of any preferred stock designation, indenture, loan or credit or other similar agreement, other than this Agreement and not otherwise required to be furnished to the Lenders pursuant to any other
provision of this Section 8.01. 
 (h) Lists of Purchasers. Concurrently with the delivery of any
Reserve Report to the Administrative Agent pursuant to Section 2.07, a list of all Persons purchasing Hydrocarbons from the Borrower or any of its Subsidiaries. 
 (i) Notice of Sales of Oil and Gas Properties. In the event the Borrower or any of its Subsidiaries intends to sell, transfer, assign
or otherwise dispose of any Oil or Gas Properties included in the most recently delivered Reserve Report (or any Equity Interests in any Subsidiary owning interests in such Oil and Gas Properties) during any period between two successive Scheduled
Redetermination Dates having a fair market value, individually or in the aggregate, in excess of $250,000, prior written notice of such disposition, the price thereof, the anticipated date of closing, and any other details thereof requested by the
Administrative Agent. 
 (j) Notice of Swap Liquidation. In the event the Borrower or any of its Subsidiaries intends to
liquidate any Swap Agreements having a fair market value to either counterparty of such Swap Agreement, individually or in the aggregate, in excess of $250,000 (any such transaction a “Material Swap Transaction”), prompt (but
in any event within five (5) days of such liquidation) written notice of such liquidation and the value thereof, and any other details thereof as requested by the Administrative Agent. In the event that the Borrower or any of its Subsidiaries
consummates a Material Swap Transaction as described in the previous sentence, the Borrower shall retain, or cause its Subsidiaries to retain, as applicable, the proceeds of such transaction pending a redetermination of the Borrowing Base in
accordance with the provisions of Section 2.07(g); provided that if any redetermination is not commenced within 15 days of such notice, no such retention shall be required. In the event that a Material Swap Transaction creates a
payment obligation upon settlement from the Borrower or any of its Subsidiaries, the notice must be accompanied by a certification from a Responsible Officer that after giving effect to such payment obligation, Borrower is in compliance with
Section 9.01. 
 (k) Notice of Casualty Events. Prompt written notice, and in any event within ten
(10) Business Days, of the occurrence of any Casualty Event or the commencement of any action or proceeding that could reasonably be expected to result in a Casualty Event. 
  

 Amended and Restated Credit Agreement – Page 55 







 (l) Information Regarding Borrower and Guarantors. Prompt written notice (and in any
event within ten (10) days prior thereto) of any change (i) in the Borrower or any Guarantor’s corporate name or in any trade name used to identify such Person in the conduct of its business or in the ownership of its Properties,
(ii) in the location of the Borrower or any Guarantor’s chief executive office or principal place of business, (iii) in the Borrower or any Guarantor’s identity or corporate structure or in the jurisdiction in which such Person
is incorporated or formed, (iv) in the Borrower or any Guarantor’s jurisdiction of organization or such Person’s organizational identification number in such jurisdiction of organization, and (v) in the Borrower or any
Guarantor’s federal taxpayer identification number, if any. 
 (m) Production Report and Lease Operating Statements.
Within 45 days after the end of each fiscal quarter, a report setting forth, for each calendar month during the then-current fiscal year to date, the volume of production and sales attributable to production (and the prices at which such sales were
made and the revenues derived from such sales) for each such calendar month from the Oil and Gas Properties, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto and incurred for
each such calendar month. 
 (n) Notices of Certain Changes. Promptly, but in any event within five (5) Business
Days after the execution thereof, copies of any amendment, modification or supplement to the certificate or articles of incorporation, by-laws, operating agreement, any preferred stock designation or any other organizational document of the Borrower
or any of the Guarantors, including but not limited to the documents referred to in Section 9.18. 
 (o)
Dividends. Within fifteen (15) Business Days prior to making any dividend payment permitted pursuant to Section 9.04(iii), Borrower shall provide the Administrative Agent with written notice of its intent to make such
dividend payment, the amount thereof, and the anticipated date of such payment, together with the certificate of a Financial Officer certifying as to the calculation of Available Cash, including a detailed calculation of the amount of each of the
cash and Cash Equivalents and amount of each of the cash reserves required to derive the amount of Available Cash. 
 (p)
Notice of Incurrence or Repayment of Permitted Unsecured Debt. Prompt written notice, but in any event within five (5) Business Days after the incurrence or repayment thereof, of any Debt incurred by the Borrower or any of its
Subsidiaries that is permitted to be incurred pursuant to Section 9.02(e). Each such notice shall state the amount of the new Debt incurred or repaid and the aggregate amount of Debt incurred and outstanding pursuant to
Section 9.02(e). 
 (q) Other Requested Information. Promptly following any request therefor, such
other information regarding the operations, business affairs and financial condition of the Borrower or any of its Subsidiaries (including, without limitation, any Plan or Multiemployer Plan and any reports or other information required to be filed
under ERISA), or compliance with the terms of this Agreement or any other Loan Document, as the Administrative Agent or any Lender may reasonably request. 
 Section 8.02 Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender, promptly after the Borrower obtains knowledge thereof, written notice of
the following: 
 (a) the occurrence of any Default; 
 (b) (i) the filing or commencement of, or the threat in writing of, any action, suit, investigation, inquiry, arbitration or proceeding by
or before any arbitrator or Governmental Authority against or affecting the Borrower, any Subsidiary thereof or any of their Properties; (ii) any material adverse development in any action, suit, proceeding, investigation or arbitration
(whether or not

  

 Amended and Restated Credit Agreement – Page 56 







 
previously disclosed to the Lenders); and (iii) any demand or lawsuit by any landowner or other third party threatened in writing against the Borrower, any Subsidiary thereof or any of their
Properties in connection with any Environmental Laws (excluding routine testing and corrective action) that, in the case of each of clauses (i) through (iii) of this subsection, if adversely determined, could reasonably be expected to
result in liability in excess of $500,000; 
 (c) the occurrence of any ERISA Event that, alone or together with any other ERISA
Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $500,000; 
 (d) a copy of any proposed amendment to the Management Services Agreement; and 
 (e) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. 
 Each notice delivered under this Section 8.02 shall be accompanied by a statement of a Responsible Officer setting forth the details of the event or development requiring such notice and any action taken or proposed to be
taken with respect thereto. 
 Section 8.03 Existence; Conduct of Business. The Borrower will, and will cause
each of its Consolidated Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of
its business and maintain, if necessary, its qualification to do business in each other jurisdiction in which any of its Oil and Gas Properties is located or the ownership of its Properties requires such qualification, except where the failure to so
qualify could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 9.11. 
 Section 8.04 Payment of Obligations. The Borrower will, and will cause each of its Consolidated Subsidiaries to, pay its
obligations, including Tax liabilities of the Borrower and all of its Consolidated Subsidiaries before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by
appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be
expected to result in a Material Adverse Effect or result in the seizure or levy of any Property of the Borrower or any of its Consolidated Subsidiaries. 
 Section 8.05 Performance of Obligations Under Loan Documents. The Borrower will pay the Notes according to the reading, tenor and effect thereof, and the Borrower will, and the Borrower
will cause each of the Guarantors to do and perform every act and discharge all of the Obligations, including, without limitation, this Agreement, at the time or times and in the manner specified. 
 Section 8.06 Operation and Maintenance of Properties. The Borrower will, and will cause each of its Consolidated
Subsidiaries to: 
 (a) operate its Oil and Gas Properties and other material Properties or cause such Oil and Gas Properties
and other material Properties to be operated in accordance with prudent industry practices and in compliance with all applicable contracts and agreements and in compliance with all Governmental Requirements, including, without limitation, applicable
proration requirements and Environmental Laws, and all Governmental Requirements, rules and regulations of every other Governmental Authority from time to time constituted to regulate the development and operation of its

  

 Amended and Restated Credit Agreement – Page 57 







 
Oil and Gas Properties and the production and sale of Hydrocarbons and other minerals therefrom, except, in each case, where the failure to comply could not reasonably be expected to have a
Material Adverse Effect. 
 (b) keep and maintain all Property material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted, preserve, maintain and keep in good repair, working order and efficiency (ordinary wear and tear excepted) all of its material Oil and Gas Properties and other material Properties, including, without
limitation, all material equipment, machinery and facilities. 
 (c) promptly pay and discharge, or make reasonable and
customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties and will do all other things necessary
to keep unimpaired their rights with respect thereto and prevent any forfeiture thereof or default thereunder. 
 (d) promptly
perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards and in all material respects, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and
agreements affecting its interests in its Oil and Gas Properties and other material Properties. 
 (e) to the extent the
Borrower or one of its Subsidiaries is not the operator of any Property, the Borrower shall use reasonable efforts to cause the operator to comply with this Section 8.06. 
 Section 8.07 Insurance. The Borrower will, and will cause each of its Subsidiaries to, maintain, with financially sound
and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations. The loss payable clauses or
provisions in said insurance policy or policies insuring any of the collateral for the Loans shall be endorsed in favor of and made payable to the Administrative Agent as its interests may appear and such policies shall name the Administrative Agent
and the Lenders as “additional insureds” and provide that the insurer will give at least 30 days prior notice of any cancellation to the Administrative Agent. 
 Section 8.08 Books and Records; Inspection Rights. The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct
entries are made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon
reasonable prior notice, to visit and inspect its Properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and
as often as reasonably requested. 
 Section 8.09 Compliance with Laws. The Borrower will, and will cause
each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to them or their Property, except where the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect. 
 Section 8.10 Environmental Matters. 
 (a) Except as could reasonably be expected to result in a Material Adverse Effect, the Borrower shall, and shall cause each of its
Subsidiaries to: (i) comply, and shall cause its Properties and operations and each of its Subsidiaries and each Subsidiary’s Properties and operations to comply,

  

 Amended and Restated Credit Agreement – Page 58 







 
with all applicable Environmental Laws; (ii) not dispose of or otherwise release, and shall cause each Subsidiary not to dispose of or otherwise release, any oil, oil and gas waste,
hazardous substance, or solid waste on, under, about or from any of the Borrower’s or its Subsidiaries’ Properties or any other Property to the extent caused by the Borrower’s or any of its Subsidiaries’ operations except in
compliance with applicable Environmental Laws; (iii) timely obtain or file, and shall cause each of its Subsidiaries to timely obtain or file, all notices, permits, licenses, exemptions, approvals, registrations or other authorizations, if any,
required under applicable Environmental Laws to be obtained or filed in connection with the operation or use of the Borrower’s or its Subsidiaries’ Properties; (iv) promptly commence and diligently prosecute to completion, and shall
cause each of its Subsidiaries to promptly commence and diligently prosecute to completion, any assessment, evaluation, investigation, monitoring, containment, cleanup, removal, repair, restoration, remediation or other remedial obligations
(collectively, the “Remedial Work”) in the event any Remedial Work is required under applicable Environmental Laws because of or in connection with the actual or suspected past, present or future disposal or other release of
any oil, oil and gas waste, hazardous substance or solid waste on, under, about or from any of the Borrower’s or the Guarantors’ Properties; and (v) establish and implement, and shall cause each of its Subsidiaries to establish and
implement, such procedures as may be reasonably necessary to continuously determine and assure that the Borrower’s and the Guarantors’ obligations under this Section 8.10(a) are timely and fully satisfied. 
 (b) The Borrower will, and will cause each of the Guarantors to, provide environmental audits and tests in accordance with American Society
of Testing Materials standards upon request by the Administrative Agent (or as otherwise required to be obtained by the Administrative Agent by any Governmental Authority), in connection with any future acquisitions of Oil and Gas Properties to the
extent such Oil and Gas Properties are included as collateral for the Borrowing Base. 
 Section 8.11 Further
Assurances. 
 (a) The Borrower at its sole expense will, and will cause each of the Guarantors to, promptly execute and
deliver to the Administrative Agent all such other documents, agreements and instruments reasonably requested by the Administrative Agent to comply with, cure any defects or accomplish the conditions precedent, covenants and agreements of the
Borrower or any of the Guarantors, as the case may be, in the Loan Documents, including the Notes, or to further evidence and more fully describe the collateral intended as security for the Obligations, or to correct any omissions in this Agreement
or the Security Instruments, or to state more fully the obligations secured therein, or to perfect, protect or preserve any Liens created pursuant to this Agreement or any of the Security Instruments or the priority thereof, or to make any
recordings, file any notices or obtain any consents, all as may be reasonably necessary or appropriate, in the sole discretion of the Administrative Agent, in connection therewith. 
 (b) The Borrower hereby authorizes the Administrative Agent to file one or more financing or continuation statements, and amendments
thereto, relative to all or any part of the collateral intended as security for the Obligations. A carbon, photographic or other reproduction of the Security Instruments or any financing statement covering such collateral or any part thereof shall
be sufficient as a financing statement where permitted by law. The Administrative Agent will promptly send the Borrower any financing or continuation statements it files and the Administrative Agent will promptly send the Borrower the filing or
recordation information with respect thereto. 
 Section 8.12 Title Information. 
 (a) On or before the delivery to the Administrative Agent and the Lenders of each Reserve Report required by
Section 2.07(b), to the extent requested by the Administrative Agent, the

  

 Amended and Restated Credit Agreement – Page 59 







 
Borrower will deliver title information in form and substance acceptable to the Administrative Agent covering enough of the Oil and Gas Properties evaluated by such Reserve Report that were not
included in the immediately preceding Reserve Report, so that the Administrative Agent shall have received together with title information previously delivered to the Administrative Agent, satisfactory title information on at least 85% of the total
value of the Oil and Gas Properties evaluated by such Reserve Report. 
 (b) If the Borrower has provided title information for
additional Properties under Section 2.07(b), the Borrower shall, within 60 days of notice from the Administrative Agent that title defects or exceptions exist with respect to such additional Properties, either (i) cure any
such title defects or exceptions (including defects or exceptions as to priority) which are not permitted by Section 9.03 raised by such information, (ii) substitute acceptable Mortgaged Properties with no title defects or
exceptions except for Excepted Liens (other than Excepted Liens described in clauses (v), (vi) and (viii) of such definition) having an equivalent value or (iii) deliver title information in form and substance reasonably acceptable to
the Administrative Agent so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information on at least 85% of the value of the Oil and
Gas Properties evaluated by such Reserve Report. 
 (c) If the Borrower is unable to cure any title defect requested by the
Administrative Agent or the Lenders to be cured within the 60-day period or the Borrower does not comply with the requirements to provide acceptable title information covering 85% of the value of the Oil and Gas Properties evaluated in the most
recent Reserve Report, such default shall not be a Default, but instead the Administrative Agent and/or the Required Lenders shall have the right to exercise the following remedy in their sole discretion from time to time, and any failure to so
exercise this remedy at any time shall not be a waiver as to future exercise of the remedy by the Administrative Agent or the Lenders. To the extent that the Administrative Agent or the Required Lenders are not reasonably satisfied with title to any
Oil and Gas Properties after the 60-day period has elapsed, such unacceptable Oil and Gas Properties shall not count towards the 85% requirement in this Section 8.12(c), and the Administrative Agent may send a notice to the
Borrower and the Lenders that the then outstanding Borrowing Base shall be reduced by an amount as determined by the Required Lenders to cause the Borrower to be in compliance with the requirement to provide acceptable title information on 85% of
the value of the Oil and Gas Properties. This new Borrowing Base shall become effective immediately after receipt of such notice. 
 Section 8.13 Additional Collateral; Additional Guarantors. 
 (a) In connection with each
redetermination of the Borrowing Base, the Borrower shall review the Reserve Report and the list of current Mortgaged Properties to ascertain whether the Mortgaged Properties represent at least 85% of the total value of the Proved Developed
Producing Reserves and Proved Developed Nonproducing Reserves evaluated in the most recently completed Reserve Report after giving effect to exploration and production activities, acquisitions, dispositions and production. In the event that the
Mortgaged Properties do not represent at least 85% of such total value, then the Borrower shall, and shall cause its Subsidiaries to, grant to the Administrative Agent or its designee as security for the Obligations a first-priority Lien (provided
the Excepted Liens of the type described in clauses (i) to (iv) and (vi) of the definition thereof may exist, but subject to the provisos at the end of such definition) on additional Oil and Gas Properties not already subject to a
Lien of the Security Instruments such that after giving effect thereto, the Mortgaged Properties will represent at least 85% of such total value. All such Liens will be created and perfected by and in accordance with the provisions of deeds of
trust, security agreements and financing statements or other Security Instruments, all in form and substance reasonably satisfactory to the Administrative Agent or its designee and in sufficient executed (and acknowledged where necessary or
appropriate) counterparts for recording

  

 Amended and Restated Credit Agreement – Page 60 







 
purposes. In order to comply with the foregoing, if any Subsidiary places a Lien on its Oil and Gas Properties and such Subsidiary is not a Guarantor, then it shall become a Guarantor and comply
with Section 8.13(b). 
 (b) In the event that (i) the Borrower determines that any Subsidiary is a
Material Domestic Subsidiary or (ii) any Subsidiary that is a Domestic Subsidiary incurs or guarantees any Debt, then the Borrower shall promptly cause such Subsidiary to guarantee the Obligations. In connection with any such guaranty, the
Borrower shall, or shall cause such Subsidiary to, (A) execute and deliver a supplement to the Guarantee Agreement in the form of Annex 1 to the Guarantee Agreement executed by such Subsidiary, (B) pledge all of the Equity Interests of
such Subsidiary (including, without limitation, delivery of original stock or membership interest certificates (if such interests are certificated) evidencing all of the issued and outstanding Equity Interests of such Subsidiary to Collateral Agent,
together with appropriate undated stock powers, or other equivalent instruments of transfer reasonably acceptable to Administrative Agent, for each certificate duly executed in blank by the registered owner thereof) and (C) execute and deliver
such other additional closing documents, certificates and legal opinions as shall reasonably be requested by the Administrative Agent or its designee, including without limitation: 
 (i) the execution and delivery of a supplement to the Pledge and Security Agreement in the form of Annex 1 to the Pledge and
Security Agreement; 
 (ii) a certificate of the Subsidiary that is a Material Domestic Subsidiary or Domestic
Subsidiary that becomes a Guarantor pursuant to this Section 8.13(b), (A) setting forth resolutions of the managers, board of directors or other managing body with respect to the authorization of such Person to execute and
deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (B) setting forth the individuals who are authorized to sign the Loan Documents to which the Person is a party,
(C) providing specimen signatures of such authorized individuals, (D) setting forth the articles or certificate of incorporation or formation and bylaws, operating agreement or partnership agreement, as applicable, of such Person, in each
case, certified as being true and complete and (E) certifying that the representations and warranties of such Person contained in the Loan Documents to which it is a party are true correct on and as of the date thereof; 
 (iii) certificates of the appropriate state agencies with respect to the existence, qualification and good standing of such
Subsidiary that becomes a Guarantor pursuant to this Section 8.13(b); 
 (iv) an opinion of
Andrews Kurth LLP, special New York counsel to the Borrower, providing opinions with respect to such Subsidiary that becomes a Guarantor pursuant to this Section 8.13(b) regarding the authority of such Subsidiary to execute the
supplement to the Guarantee Agreement, the Pledge and Security Agreement and any other Security Instrument to which such Subsidiary is a party, the enforceability of such documents with regard to such Subsidiary, and the perfection of Liens created
under such Security Instruments; and 
 (v) UCC search certificates reflecting no prior Liens encumbering such
Subsidiary that becomes a Guarantor pursuant to this Section 8.13(b) other than Liens permitted by Section 9.03. 
 Section 8.14 ERISA Compliance. The Borrower will promptly furnish, and will cause its Subsidiaries to promptly furnish, to the Administrative Agent (a) promptly after the filing
thereof with the United States Secretary of Labor, the Internal Revenue Service or the PBGC, copies of each annual and other report with respect to each Plan, if any, or any trust created thereunder, (b) immediately upon

  

 Amended and Restated Credit Agreement – Page 61 







 
becoming aware of the occurrence of any ERISA Event or of any “prohibited transaction,” as described in section 406 of ERISA or in section 4975 of the Code, in connection with any Plan
or any trust created thereunder, a written notice signed by the President or the principal Financial Officer of the Borrower or its Subsidiaries, as the case may be, specifying the nature thereof, what action the Borrower, its Subsidiaries or the
ERISA Affiliate is taking or proposes to take with respect thereto, and, when known, any action taken or proposed by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto, and (c) immediately upon receipt
thereof, copies of any notice of the PBGC’s intention to terminate or to have a trustee appointed to administer any Plan. With respect to each Plan, if any (other than a Multiemployer Plan), the Borrower will, and the Borrower will cause each
of its Subsidiaries to, (i) satisfy in full and in a timely manner, without incurring any late payment or underpayment charge or penalty and without giving rise to any lien, all of the contribution and funding requirements of section 412 of the
Code (determined without regard to subsections (d), (e), (f) and (k) thereof) and of section 302 of ERISA (determined without regard to sections 303, 304 and 306 of ERISA), and (ii) pay, or cause to be paid, to the PBGC in a timely
manner, without incurring any late payment or underpayment charge or penalty, all premiums required pursuant to sections 4006 and 4007 of ERISA. 
 Section 8.15 Marketing Activities. The Borrower will not, and will not permit any of its Subsidiaries to, engage in marketing activities for any Hydrocarbons or enter into any contracts
related thereto other than (a) contracts for the sale of Hydrocarbons scheduled or reasonably estimated to be produced from their Oil and Gas Properties during the period of such contract, (b) contracts for the sale of Hydrocarbons
scheduled or reasonably estimated to be produced from Oil and Gas Properties of third parties during the period of such contract associated with the Oil and Gas Properties of the Borrower and its Subsidiaries that the Borrower or one of its
Subsidiaries has the right to market pursuant to joint operating agreements, unitization agreements or other similar contracts that are usual and customary in the oil and gas business and (c) other contracts for the purchase and/or sale of
Hydrocarbons of third parties (i) which have generally offsetting provisions (i.e. corresponding pricing mechanics, delivery dates and points and volumes) such that no “position” is taken and (ii) for which appropriate credit
support has been taken to alleviate the material credit risks of the counterparty thereto. 
 Section 8.16
Title. With respect to Oil and Gas Properties acquired after the Closing Date or not previously included in the Borrowing Base, and to the extent necessary for the Administrative Agent to receive satisfactory title information on at least
85% of the total value of the Oil and Gas Properties to be included in the Borrowing Base, the Borrower shall from time to time upon the reasonable request of the Administrative Agent, take such actions and execute and deliver such documents and
instruments as the Administrative Agent shall require to ensure that the Administrative Agent shall, at all times, have received satisfactory title opinions (including, if requested, supplemental or new title opinions addressed to it), title
reports, or other title due diligence, which title diligence shall be in form and substance reasonably acceptable to the Administrative Agent and shall include information regarding the before payout and after payout ownership interests held by the
Borrower and its Subsidiaries, for all wells located on the Oil and Gas Properties shown in the most recent Reserve Report. 
 ARTICLE IX 
 NEGATIVE COVENANTS 
 Until the Loan Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder and
all other amounts payable under the Loan Documents have been paid in full and all Letters of Credit have expired or terminated and all Letter of Credit Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders
that: 
 Section 9.01 Financial Covenants. 
 (a) Current Ratio. The Borrower will not permit, as of the last day of any fiscal quarter, its Current Ratio to be less than 1.0 to
1.0. 
  

 Amended and Restated Credit Agreement – Page 62 







 (b) Maximum Total Net Debt to Adjusted EBITDA. As of the end of any fiscal quarter,
commencing with the fiscal quarter ending September 30, 2009, Borrower will not permit its ratio of (i) Total Net Debt of Borrower and its Consolidated Subsidiaries (for each Rolling Period ending on such date) to (ii) Adjusted EBITDA
to be greater than (x) 3.75 to 1.0 through September 30, 2010, and (y) 3.50 to 1.0 thereafter. 
 (c) Ratio of
Adjusted EBITDA to Interest Expense. The Borrower will not, as of the last day of any fiscal quarter commencing September 30, 2009, permit its ratio of Adjusted EBITDA for the fiscal quarter then ending to cash Interest Expense for such
fiscal quarter to be less than 2.5 to 1.0. 
 Section 9.02 Debt. Neither the Borrower nor any of its
Subsidiaries will incur, create, assume or suffer to exist any Debt, except: 
 (a) the Notes or other Obligations arising under
the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Obligations arising under the Loan Documents; 
 (b) accounts payable and other accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which are not greater than
ninety (90) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; 
 (c) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by
Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by
either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guarantee Agreement; 
 (d) endorsements of negotiable instruments for collection in the ordinary course of business; and 
 (e) other
unsecured Debt not to exceed $200,000,000 in the aggregate at any one time outstanding. 
 Section 9.03
Liens. Neither the Borrower nor any of its Subsidiaries will create, incur, assume or permit to exist any Lien on any of its Properties (now owned or hereafter acquired), except: 
 (a) Liens securing the payment of any Obligations; 
 (b) Excepted Liens; or 
 (c) Liens on Property not constituting collateral for the
Obligations and not otherwise permitted by the foregoing clauses of this Section 9.03; provided that the aggregate principal or face amount of all Debt secured under this Section 9.03(c) shall not exceed
$100,000 at any time. 
  

 Amended and Restated Credit Agreement – Page 63 







 Section 9.04 Dividends, Distributions and Redemptions. The Borrower will
not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders or make any distribution of their Property to their respective
Equity Interest holders, except (i) the Borrower may declare and pay dividends or distributions with respect to its Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Capital Stock but
including cash in lieu of fractional Equity Interests to the extent of Available Cash), (ii) Subsidiaries may declare and pay dividends or distributions ratably with respect to their Equity Interests and (iii) so long as no Borrowing Base
Deficiency, Default or Event of Default has occurred and is continuing or would result therefrom, after giving effect to such dividend or distributions, and any redetermination of the Borrowing Base as a result of such dividend, the Borrower would
have at least 10% of unused availability which can be accessed under the Borrowing Base, and subject to the proviso in Section 7.23, the Borrower may declare and pay quarterly cash dividends to its members of Available Cash.

 Section 9.05 Investments, Loans and Advances. Neither the Borrower nor any of its Subsidiaries will make
or permit to remain outstanding any Investments in or to any Person, except that the foregoing restriction shall not apply to: 
 (a) Investments reflected in the Financial Statements; 
 (b) accounts receivable arising in the ordinary course of
business; 
 (c) direct obligations of the United States or any agency thereof, or obligations guaranteed by the United States
or any agency thereof, in each case maturing within one year from the date of creation thereof; 
 (d) commercial paper maturing
within one year from the date of creation thereof rated in the highest grade by S&P or Moody’s; 
 (e) deposits
maturing within one year from the date of creation thereof with, including certificates of deposit issued by, any Lender or any office located in the United States of any other bank or trust company which is organized under the laws of the United
States or any state thereof, has capital, surplus and undivided profits aggregating at least $250,000,000 (as of the date of such bank or trust company’s most recent financial reports) and has a short term deposit rating of no lower than A2 or
P2, as such rating is set forth from time to time, by S&P or Moody’s, respectively; 
 (f) deposits in money market
funds investing exclusively in Investments described in Section 9.05(c), Section 9.05(d) or Section 9.05(e); 
 (g) Investments (i) made by the Borrower in or to the Guarantors, (ii) made by any Subsidiary in or to the Borrower or any Guarantor, and (iii) made by the Borrower or any Guarantor in
Subsidiaries that are not Guarantors, provided that the aggregate of all Investments made by the Borrower and the Guarantors in or to all Subsidiaries that are not Guarantors shall not exceed $2,000,000 at any time; 
 (h) Investments (including, without limitation, capital contributions) in general or limited partnerships or other types of entities (each,
a “venture”) entered into by the Borrower or any of its Subsidiaries with others in the ordinary course of business; provided that (i) the interest in such venture is acquired in the ordinary course of business and on fair and
reasonable terms and (ii) such venture interests acquired and capital contributions made (valued as of the date such interest was acquired or the contribution made) do not exceed, in the aggregate at any time outstanding an amount equal to
$2,000,000; 
  

 Amended and Restated Credit Agreement – Page 64 







 (i) subject to the limits in Section 9.06, Investments in direct
ownership interests in additional Oil and Gas Properties and gas gathering systems related thereto or Persons owning Oil and Gas Properties and gas gathering systems related thereto or related to farm-out, farm-in, joint operating, joint venture or
area of mutual interest agreements, gathering systems, pipelines or other similar arrangements which are usual and customary in the oil and gas exploration and production business located within the geographic boundaries of the United States of
America; 
 (j) loans or advances to employees, officers or directors in the ordinary course of business of the Borrower or any
of its Subsidiaries, in each case only as permitted by Governmental Requirements, including Section 402 of the Sarbanes Oxley Act of 2002, but in any event not to exceed $250,000 in the aggregate at any time; or 
 (k) Investments in stock, obligations or securities received in settlement of debts arising from Investments permitted under this
Section 9.05 owing to the Borrower or any of its Subsidiaries as a result of a bankruptcy or other insolvency proceeding of the obligor in respect of such debts or upon the enforcement of any Lien in favor of the Borrower or any
of its Subsidiaries; provided that the Borrower shall give the Administrative Agent prompt written notice in the event that the aggregate amount of all investments held at any one time under this Section 9.05(k) exceeds $250,000.

 Section 9.06 Nature of Business. The Borrower will not, and will not permit any of its Subsidiaries to,
operate its business outside the boundaries of the United States and its adjoining waters, including, without limitation, the Gulf of Mexico. 
 Section 9.07 Limitation on Leases. Neither the Borrower nor any of its Subsidiaries will create, incur, assume or suffer to exist any obligation for the payment of rent or hire of
Property of any kind whatsoever (real or personal but excluding leases of Hydrocarbon Interests), under leases or lease agreements which would cause the aggregate amount of all payments made by the Borrower and its Subsidiaries pursuant to all such
leases or lease agreements, including, without limitation, any residual payments at the end of any lease, to exceed $2,000,000 in any period of twelve consecutive calendar months during the life of such leases. 
 Section 9.08 Proceeds of Notes. The Borrower will not permit the proceeds of the Notes to be used for any purpose other
than those permitted by Section 7.23. Neither the Borrower nor any Person acting on behalf of the Borrower has taken or will take any action which might cause any of the Loan Documents to violate Regulations T, U or X or any other
regulation of the Board or to violate Section 7 of the Securities Exchange Act of 1934 or any rule or regulation thereunder, in each case as now in effect or as the same may hereinafter be in effect. If requested by the Administrative Agent,
the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form U-1 or such other form referred to in Regulation U, Regulation T or Regulation X of the Board,
as the case may be. 
 Section 9.09 ERISA Compliance. The Borrower and its Subsidiaries will not at any time:

 (a) engage in any transaction in connection with which the Borrower or any of its Subsidiaries could be subjected to either a
civil penalty assessed pursuant to subsections (c), (i) or (l) of section 502 of ERISA or a tax imposed by Chapter 43 of Subtitle D of the Code; 
  

 Amended and Restated Credit Agreement – Page 65 







 (b) terminate any Plan in a manner, or take any other action with respect to any Plan, which
could result in any liability of the Borrower or any of its Subsidiaries to the PBGC; 
 (c) fail to make full payment when due
of all amounts which, under the provisions of any Plan, agreement relating thereto or Governmental Requirements, the Borrower or any of its Subsidiaries is required to pay as contributions thereto; 
 (d) permit to exist any accumulated funding deficiency within the meaning of section 302 of ERISA or section 412 of the Code, whether or not
waived, with respect to any Plan; 
 (e) permit the actuarial present value of the benefit liabilities under any Plan that is
regulated under Title IV of ERISA to exceed the current value of the assets (computed on a plan termination basis in accordance with Title IV of ERISA) of such Plan allocable to such benefit liabilities; the term “actuarial present value of the
benefit liabilities” shall have the meaning specified in section 4041 of ERISA; 
 (f) contribute to or assume an
obligation to contribute to any Multiemployer Plan; 
 (g) acquire an interest in any Person that causes such Person to become
an ERISA Affiliate with respect to the Borrower or any of its Subsidiaries if such Person sponsors, maintains or contributes to (i) any Multiemployer Plan, if such Person would, if it withdrew from such plan, be subject to withdrawal liability
under Part 1 of Subtitle E of Title IV of ERISA in excess of $1,000,000, or (ii) any other Plan that is subject to Title IV of ERISA under which the projected benefit obligation under the Plan exceeds the fair market value of the Plan’s
assets by $1,000,000; 
 (h) incur a liability to or on account of a Plan under sections 515, 4062, 4063, 4064, 4201 or 4204 of
ERISA; 
 (i) contribute to or assume an obligation to contribute to any employee welfare benefit plan, as defined in section
3(1) of ERISA maintained to provide benefits to former employees of such entities that the Borrower or its Subsidiaries reasonably believes may not be terminated by such entities in their sole discretion at any time without any material liability;
or 
 (j) amend a Plan resulting in an increase in current liability such that the Borrower or any of its Subsidiaries is
required to provide security to such Plan under section 401(a)(29) of the Code. 
 Section 9.10 Sale or Discount of
Receivables. Except for receivables obtained by the Borrower or any of its Subsidiaries out of the ordinary course of business or the settlement of joint interest billing accounts in the ordinary course of business or discounts granted to
settle collection of accounts receivable or the sale of defaulted accounts arising in the ordinary course of business in connection with the compromise or collection thereof and not in connection with any financing transaction, neither the Borrower
nor any of its Subsidiaries will discount or sell (with or without recourse) any of its notes receivable or accounts receivable. 
 Section 9.11 Mergers; Etc. Neither the Borrower nor any of its Subsidiaries will merge into or with or consolidate with any other Person, or sell, lease or otherwise dispose of (whether in one transaction or in a series
of transactions) all or substantially all of its Property to any other Person, except that any Wholly-Owned Subsidiary may merge with any other Wholly-Owned Subsidiary and that the Borrower may merge with any Wholly-Owned Subsidiary so long as the
Borrower is the survivor. 
  

 Amended and Restated Credit Agreement – Page 66 







 Section 9.12 Sale of Properties. The Borrower will not, and will not
permit any of the Guarantors to, sell, assign, farm-out, convey or otherwise transfer any Property except for: (a) the sale of Hydrocarbons in the ordinary course of business; (b) farmouts of undeveloped acreage and assignments in
connection with such farmouts; (c) the sale or transfer of equipment that is no longer necessary for the business of the Borrower or such Subsidiary or is replaced by equipment of at least comparable value and use; (d) sales or other
dispositions (excluding Casualty Events) of Oil and Gas Properties or any interest therein or Subsidiaries owning Oil and Gas Properties; provided that (i) 100% of the consideration received in respect of such sale or other disposition shall be
cash and/or publicly traded securities, (ii) the consideration received in respect of such sale or other disposition shall be equal to or greater than the fair market value of the Oil and Gas Property, interest therein or Subsidiary subject of
such sale or other disposition (as reasonably determined by the board of directors of the Borrower and, if requested by the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer of the Borrower certifying to that
effect), (iii) if such sale or other disposition of Oil and Gas Property or Subsidiary owning Oil and Gas Properties included in the most recently delivered Reserve Report during any period between two successive Scheduled Redetermination Dates
has a fair market value (as determined by the Administrative Agent), individually or in the aggregate, in excess of $5,000,000, the Borrowing Base shall be reduced, effective immediately upon such sale or disposition, by an amount equal to the
value, if any, assigned such Property as determined by the Required Lenders assigned such Property in the most recently delivered Reserve Report and (iv) if any such sale or other disposition is of a Subsidiary owning Oil and Gas Properties,
such sale or other disposition shall include all the Equity Interests of such Subsidiary; and (e) sales and other dispositions of Properties not regulated by Section 9.12(a) to (d) having a fair market value not to
exceed $250,000 during any 12-month period. 
 Section 9.13 Transactions with Affiliates. Except as provided
in the Management Services Agreement, the Borrower will not, and will not permit any Subsidiary to, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any service, with
any Affiliate (other than the Guarantors and Wholly-Owned Subsidiaries of the Borrower) unless such transactions are otherwise permitted under this Agreement and are upon fair and reasonable terms no less favorable to it than it would obtain in a
comparable arm’s length transaction with a Person not an Affiliate. 
 Section 9.14 Subsidiaries. The
Borrower shall not, and shall not permit its Subsidiaries to, create or acquire any additional Subsidiary unless the Borrower complies with Section 8.13(b). Except as otherwise permitted herein, the Borrower shall not, and shall
not permit any of its Subsidiaries to, sell, assign or otherwise dispose of any Equity Interests in any of the Guarantors. The Borrower shall have no Foreign Subsidiaries. 
 Section 9.15 Negative Pledge Agreements; Dividend Restrictions. Neither the Borrower nor any of its Subsidiaries will
create, incur, assume or suffer to exist any contract, agreement or understanding (other than this Agreement or the Security Instruments) that in any way prohibits or restricts the granting, conveying, creation or imposition of any Lien on any of
its Property in favor of the Administrative Agent and the Lenders or restricts any Subsidiary from paying dividends or making distributions to the Borrower or any Guarantor, or which requires the consent of or notice to other Persons in connection
therewith. 
 Section 9.16 Gas Imbalances, Take-or-Pay or Other Prepayments. The Borrower will not, and will
not permit any of its Subsidiaries to, allow gas imbalances, take-or-pay or other prepayments with respect to the Oil and Gas Properties of the Borrower or any of its Subsidiaries that would require the Borrower or such Subsidiary to deliver, in the
aggregate, three percent (3%) or more of the monthly production of Hydrocarbons at some future time without then or thereafter receiving full payment therefor. 
  

 Amended and Restated Credit Agreement – Page 67 







 Section 9.17 Swap Agreements 
 (a) Neither the Borrower nor any of its Subsidiaries will be a party to, or enter into, any Swap Agreements with any Person other than
(i) Swap Agreements in respect of commodities (A) with an Approved Counterparty, (B) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes
already hedged pursuant to other Swap Agreements) do not exceed, as of the date such Swap Agreement is executed, the Borrower’s projected monthly production (based on the Borrower’s reasonable business judgment and consistent application
of petroleum engineering methodologies for estimating Proved Developed Producing Reserves) for the immediately ensuing twelve (12) month period (provided, however, such projection shall not be more than 115% of the Proved Developed Producing
Reserves forecast for the same twelve (12) month period derived from the most recent Reserve Report delivered to the Administrative Agent using the then strip pricing) or more than the reasonably anticipated projected production from Proved
Developed Producing Reserves from the most recent Reserve Report or quarterly update thereof prepared by the Borrower in the ordinary course of business for the period beyond twelve (12) months, and (C) the notional volumes for which do
not exceed the current net monthly production (regardless of projected production levels) at the time such Swap Agreement is executed, calculated separately for each of crude oil and natural gas; and (ii) Swap Agreements in respect of interest
rates with an Approved Counterparty, which effectively convert interest rates from floating to fixed, the notional amounts of which (when aggregated with all other Swap Agreements of the Borrower and its Subsidiaries then in effect effectively
converting interest rates from floating to fixed) do not exceed 90% of the then outstanding principal amount of the Borrower’s Debt for borrowed money which bears interest at a floating rate. Notwithstanding anything to the contrary in clause
(i)(B) above, the Proved Developed Producing Reserves projection that must be used in determining the maximum allowable hedging shall be based on the then strip pricing. 
 (b) The prohibitions set forth in clause (i) of Section 9.17(a) above shall not apply to Swap Agreements executed by Borrower or any of its Subsidiaries in connection with an
acquisition of Oil and Gas Properties or Persons owning Oil and Gas Properties for a period of 90 days after the date of execution of such Swap Agreements; provided that, (i) such Swap Agreements are with an Approved Counterparty; and
(ii) Constellation Energy Group, Inc. or a Person approved in writing by Administrative Agent has guaranteed the obligations of Borrower and/or its Subsidiaries under such Swap Agreements pursuant to a written guarantee agreement in favor of
Administrative Agent for the benefit of the Lenders in a form reasonably acceptable to the Administrative Agent which shall (A) be sufficient to guarantee the principal amount of the obligations of Borrower and/or its Subsidiaries under such
Swap Agreements, which at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that Borrower and/or its Subsidiaries would be required to pay if such Swap Agreement were terminated at such time and (B) be
effective until such Swap Agreements are terminated or (x) the notional volumes for Swap Agreements (when aggregated with other commodity Swap Agreements then in effect other than basis differential swaps on volumes already hedged pursuant to
other Swap Agreements) do not exceed the reasonably anticipated projected production from Proved Developed Producing Reserves for each month during the period during which such Swap Agreement is in effect for each of crude oil and natural gas, and
(y) the notional volumes for such Swap Agreements do not exceed the current net monthly production (regardless of projected production levels), calculated separately for each of crude oil and natural gas. 
 (c) In no event shall any Swap Agreement have any requirement, agreement or covenant for the Borrower or any of its Subsidiaries to post
collateral or margin to secure their obligations under such Swap Agreement or to cover market exposures. Notwithstanding anything to the contrary in this Section 9.17, there shall be no prohibition against the Borrower entering
into any “put” contracts or commodity price floors so long as such agreements are entered into for non-speculative purposes and in the ordinary course of business for the purpose of hedging against fluctuations of commodity prices.

  

 Amended and Restated Credit Agreement – Page 68 







 Section 9.18 Tax Status as Partnership; Operating Agreements. The
Borrower shall not alter its status as a partnership for purposes of United States Federal Income taxes. The Borrower shall not, and shall not permit any Subsidiary to, amend or modify any provision of its articles, bylaws, or partnership or limited
liability company organization or operating documents or agreements, or any agreements with Affiliates of the type referred to in Section 9.13, if such amendment or modification could reasonably be expected to have a Material
Adverse Effect without the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed. The Borrower agrees that any amendments or modifications to any provisions of any of the instruments
referenced above dealing with the purpose or business, voting rights or management or operation shall be deemed to reasonably be expected to have a Material Adverse Effect. 
 Section 9.19 Acquisition Properties. The Borrower will not, and will not permit any of its Subsidiaries to, amend, modify
or supplement any of the agreements or related documents by which Borrower or any Guarantor acquires additional Mortgaged Properties if the effect thereof could reasonably be expected to have a Material Adverse Effect (and provided that the Borrower
promptly furnishes to the Administrative Agent a copy of such amendment, modification or supplement). 
 ARTICLE X

 EVENTS OF DEFAULT; REMEDIES 
 Section 10.01 Events of Default. One or more of the following events shall constitute an “Event of Default”: 
 (a) the Borrower shall fail to pay any principal of any Loan or any Reimbursement Obligation in respect of any Letter of Credit Disbursement
when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; 
 (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in Section 10.01(a)) payable under any Loan Document, when
and as the same shall become due and payable, and such failure shall continue unremedied for a period of three Business Days; 
 (c) any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries in or in connection with any Loan Document or any amendment or modification of any Loan Document or waiver under such Loan
Document, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect when made
or deemed made; 
 (d) the Borrower or any of its Subsidiaries shall fail to observe or perform any covenant, condition or
agreement contained in Section 8.01(n), Section 8.02, Section 8.03 or in ARTICLE IX; 
 (e) the Borrower or any of its Subsidiaries shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in
Section 10.01(a), Section 10.01(b) or Section 10.01(d)) or any other Loan Document, and such failure shall continue unremedied for a period of 30 days after the earlier to occur of (i) notice
thereof from the Administrative Agent to the Borrower (which notice will be given at the request of any Lender) or (ii) a Responsible Officer of the Borrower or any of its Subsidiaries otherwise becoming aware of such default; 
  

 Amended and Restated Credit Agreement – Page 69 







 (f) any event or condition occurs (after giving effect to any notice or cure period) that
results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent
on its or their behalf to cause any Material Indebtedness to become due, or to require the Redemption thereof or any offer to Redeem to be made in respect thereof, prior to its scheduled maturity or require the Borrower or any of its Subsidiaries to
make an offer in respect thereof; 
 (g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed
seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any of its Subsidiaries or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or
similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any of its Subsidiaries or for a substantial part of its assets, and, in any
such case, such proceeding or petition shall continue undismissed for 90 days or an order or decree approving or ordering any of the foregoing shall be entered; 
 (h) the Borrower or any of its Subsidiaries shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in
Section 10.01(g), (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any of its Subsidiaries or for a substantial part of its
assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any
of the foregoing; or any member of the Borrower shall make any request or take any action for the purpose of calling a meeting of the members of the Borrower to consider a resolution to dissolve and wind-up the Borrower’s affairs; 

(i) the Borrower or any of its Subsidiaries shall become unable, admit in writing its inability or fail generally to pay its debts as
they become due; 
 (j) (i) one or more final judgments for the payment of money in an aggregate amount in excess of $1,000,000
(to the extent not covered by independent third party insurance provided by insurers of the highest claims paying rating or financial strength as to which the insurer does not dispute coverage and is not subject to an insolvency proceeding) or
(ii) any one or more non monetary judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, shall be rendered against the Borrower, any of its Subsidiaries or any combination
thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower
or any of its Subsidiaries to enforce any such judgment; 
 (k) the Loan Documents after delivery thereof shall for any reason,
except to the extent permitted by the terms thereof, cease to be in full force and effect and valid, binding and enforceable in accordance with their terms against the Borrower or a Guarantor party thereto or shall be repudiated by them, or cease to
create a valid and perfected Lien of the priority required thereby on any of the collateral purported to be covered thereby, except to the extent permitted by the terms of this Agreement, or the Borrower or any of its Subsidiaries shall so state in
writing; 
  

 Amended and Restated Credit Agreement – Page 70 







 (l) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when
taken together with all other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000 in any year; or 
 (m) a Change in Control shall occur. 
 Section 10.02 Remedies. 
 (a) In the case of an Event of Default
other than one described in Section 10.01(g), Section 10.01(h) or Section 10.01(i), at any time thereafter during the continuance of such Event of Default, the Administrative Agent, at the
request of the Required Lenders, shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Loan Commitments, and thereupon the Loan Commitments shall terminate immediately,
and (ii) declare the Notes and the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the
principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower and the Guarantors accrued hereunder and under the Notes and the other Loan Documents (including,
without limitation, the payment of cash collateral to secure the Letter of Credit Exposure as provided in Section 2.08(j)), shall become due and payable immediately, without presentment, demand, protest, notice of intent to
accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by the Borrower and each Guarantor; and in case of an Event of Default described in Section 10.01(g),
Section 10.01(h) or Section 10.01(i), the Loan Commitments shall automatically terminate and the Notes and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and the
other obligations of the Borrower and the Guarantors accrued hereunder and under the Notes and the other Loan Documents (including, without limitation, the payment of cash collateral to secure the Letter of Credit Exposure as provided in
Section 2.08(j)), shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and each Guarantor. 
 (b) In the case of the occurrence of an Event of Default, the Administrative Agent and the Lenders will have all other rights and remedies
available at law and equity. 
 (c) All proceeds realized from the liquidation or other disposition of collateral or otherwise
received after maturity of the Notes, whether by acceleration or otherwise, shall be applied, respectively as set forth in Section 6.1 of the Pledge and Security Agreement. 
 Section 10.03 Disposition of Proceeds. The Security Instruments contain an assignment by the Borrower and/or the
Guarantors unto and in favor of the Collateral Agent (with respect to the Pledge and Security Agreement) and the Administrative Agent for the benefit of the Administrative Agent, the Issuer, the Lenders and any Swap Counterparty of all of the
Borrower’s or each Guarantor’s interest in and to production and all proceeds attributable thereto which may be produced from or allocated to the Mortgaged Property. The Security Instruments further provide in general for the application
of such proceeds to the satisfaction of the Obligations and other obligations described therein and secured thereby. Notwithstanding the assignment contained in such Security Instruments, except after the occurrence and during the continuance of an
Event of Default, (a) the Collateral Agent, the Administrative Agent and the Lenders agree that they will neither notify the purchaser or purchasers of such production nor take any other action to cause such proceeds to be remitted to the
Collateral Agent, the Administrative Agent or the Lenders, but the Lenders will instead permit such proceeds to be paid to the Borrower and its Subsidiaries and (b) the Lenders hereby authorize the Collateral Agent and the Administrative Agent
to take such actions as may be necessary to cause such proceeds to be paid to the Borrower and/or its Subsidiaries. 
  

 Amended and Restated Credit Agreement – Page 71 







 ARTICLE XI 
 THE ADMINISTRATIVE AGENT AND COLLATERAL AGENT 
 Section 11.01 Appointment; Powers. Each of the Lenders and each Issuer hereby irrevocably appoints the Administrative Agent and the Collateral Agent as its agent and authorizes the Administrative Agent and the Collateral
Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent by the terms hereof and the other Loan Documents, together with such actions and powers as are reasonably
incidental thereto. 
 Section 11.02 Duties and Obligations of Administrative Agent and Collateral Agent. The
Administrative Agent and the Collateral Agent shall have no duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent and Collateral Agent shall
not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing (the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent or the
Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Governmental Requirements; rather, such term is used merely as a matter of market custom, and is intended to
create or reflect only an administrative relationship between independent contracting parties), (b) neither the Administrative Agent nor the Collateral Agent shall have any duty to take any discretionary action or exercise any discretionary
powers, except as provided in Section 11.03, and (c) except as expressly set forth herein, the Administrative Agent and the Collateral Agent shall have no duty to disclose, and shall not be liable for the failure to disclose,
any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent or the Collateral Agent or any of their Affiliates in any capacity. Neither the Administrative Agent
nor the Collateral Agent shall be deemed to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent or the Collateral Agent by the Borrower or a Lender, and shall not be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or
under any other Loan Document or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, (v) the satisfaction of any condition set forth in ARTICLE VI or elsewhere herein, other than
to confirm receipt of items expressly required to be delivered to the Administrative Agent, (vi) the existence, value, perfection or priority of any collateral security or the financial or other condition of the Borrower and its Subsidiaries or
any other obligor or guarantor, or (vii) any failure by the Borrower or any other Person (other than itself) to perform any of its obligations hereunder or under any other Loan Document or the performance or observance of any covenants,
agreements or other terms or conditions set forth herein or therein. For purposes of determining compliance with the conditions specified in ARTICLE VI, each Lender shall be deemed to have consented to, approved or accepted or to be
satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the Closing
Date specifying its objection thereto. 
 Section 11.03 Action by Agent. Neither the Administrative Agent nor
the Collateral Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except

  

 Amended and Restated Credit Agreement – Page 72 







 
discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent or the Collateral Agent is required to exercise in writing as directed
by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.02) and in all cases the Administrative Agent and the Collateral Agent shall be
fully justified in failing or refusing to act hereunder or under any other Loan Documents unless it shall (a) receive written instructions from the Required Lenders or the Lenders, as applicable, (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section 12.02) specifying the action to be taken and (b) be indemnified to its satisfaction by the Lenders against any and all liability and expenses which
may be incurred by it by reason of taking or continuing to take any such action. The instructions as aforesaid and any action taken or failure to act pursuant thereto by the Administrative Agent or the Collateral Agent shall be binding on all of the
Lenders. If a Default has occurred and is continuing, then the Administrative Agent or the Collateral Agent, as applicable, shall take such action with respect to such Default as shall be directed by the requisite Lenders in the written instructions
(with indemnities) described in this Section 11.03, provided that, unless and until the Administrative Agent or the Collateral Agent shall have received such directions, the Administrative Agent or the Collateral Agent may (but
shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interests of the Lenders. In no event, however, shall the Administrative Agent or the Collateral
Agent be required to take any action which exposes the Administrative Agent or the Collateral Agent to personal liability or which is contrary to this Agreement, the Loan Documents or Governmental Requirements. If a Default has occurred and is
continuing, the Syndication Agents shall have no obligation to perform any act in respect thereof. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or the Lenders (or such
other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 12.02), and otherwise neither the Administrative Agent nor the Collateral Agent shall be liable for any action taken or
not taken by it hereunder or under any other Loan Document or under any other document or instrument referred to or provided for herein or therein or in connection herewith or therewith INCLUDING ITS OWN ORDINARY NEGLIGENCE, except for its own gross
negligence or willful misconduct. 
 Section 11.04 Reliance by Agent. Each Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. Each Agent also
may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon and each of the Borrower, the Lenders and each Issuer hereby waives the right to
dispute such Agent’s record of such statement, except in the case of gross negligence or willful misconduct by such Agent. Each Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other
experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Agents may deem and treat the payee of any Note as the holder thereof for all
purposes hereof unless and until a written notice of the assignment or transfer thereof permitted hereunder shall have been filed with the Administrative Agent. 
 Section 11.05 Subagents. The Administrative Agent and the Collateral Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent or the Collateral Agent, respectively. The Administrative Agent and the Collateral Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective
Related Parties. The exculpatory provisions of the preceding Sections of this ARTICLE XI shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and the Collateral Agent and any such sub-agent, and
shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent. 
  

 Amended and Restated Credit Agreement – Page 73 







 Section 11.06 Resignation or Removal of Agents. Subject to the
appointment and acceptance of a successor Agent as provided in this Section 11.06, any Agent may resign at any time by notifying the Lenders, each Issuer and the Borrower, and any Agent may be removed at any time with or without cause
by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right, subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed, to appoint a successor. If no successor shall
have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation or removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders
and each Issuer, appoint a successor Agent. Upon the acceptance of its appointment as Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such
successor. After the Agent’s resignation hereunder, the provisions of this ARTICLE XI and Section 12.03 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent. 
 Section 11.07 Agents and Lenders. Each bank serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an
Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent hereunder. 
 Section 11.08 No Reliance. Each Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent, any other Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and each other Loan Document to which it is a
party. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, any other Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate,
continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, any related agreement or any document furnished hereunder or thereunder. The Agents shall not be required to keep
themselves informed as to the performance or observance by the Borrower or any of its Subsidiaries of this Agreement, the Loan Documents or any other document referred to or provided for herein or to inspect the Properties or books of the Borrower
or its Subsidiaries. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by the Administrative Agent hereunder, no Agent and no Arranger shall have any duty or responsibility to provide
any Lender with any credit or other information concerning the affairs, financial condition or business of the Borrower (or any of its Affiliates) which may come into the possession of such Agent or any of its Affiliates. In this regard, each Lender
acknowledges that Pillsbury Winthrop Shaw Pittman LLP is acting in this transaction as special counsel to the Administrative Agent with respect to this Agreement and to the Collateral Agent only. Each other party hereto will consult with its own
legal counsel to the extent that it deems necessary in connection with the Loan Documents and the matters contemplated therein. 
 Section 11.09 Administrative Agent and Collateral Agent May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Borrower or any of its Subsidiaries, the Administrative Agent and the Collateral Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration
or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: 
 (a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other
Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Collateral Agent, and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, the Collateral Agent, and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Collateral Agent, and the Administrative Agent
under Section 12.03) allowed in such judicial proceeding; and 
  

 Amended and Restated Credit Agreement – Page 74 







 (b) to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative
Agent and the Collateral Agent and, in the event that the Administrative Agent and the Collateral Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent and to the Collateral Agent any amount
due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent, the Collateral Agent and their respective agents and counsel, and any other amounts due the Administrative Agent or the Collateral Agent under
Section 12.03. 
 Nothing contained herein shall be deemed to authorize the Administrative Agent or the
Collateral Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent
or the Collateral Agent to vote in respect of the claim of any Lender in any such proceeding. 
 Section 11.10
Authority of Administrative Agent and Collateral Agent to Release Collateral and Liens. Each Lender and each Issuer hereby authorizes the Administrative Agent and the Collateral Agent to release any collateral that is permitted to be sold
or released pursuant to the terms of the Loan Documents. Each Lender and each Issuer hereby authorizes the Administrative Agent and the Collateral Agent to execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and
all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower in connection with any sale or other disposition of Property to the extent such sale or other disposition is permitted by the terms of
Section 9.12 or is otherwise authorized by the terms of the Loan Documents. 
 Section 11.11 The
Arrangers and the Syndication Agents. The Arrangers and the Syndication Agents shall have no duties, responsibilities or liabilities under this Agreement and the other Loan Documents other than its duties, responsibilities and liabilities in
its capacity as a Lender hereunder to the extent it is a party to this Agreement as a Lender. 
 ARTICLE XII 

MISCELLANEOUS 
 Section 12.01 Notices. 
 (a) Except in the case of notices and other
communications expressly permitted to be given by telephone (and subject to Section 12.01(b)), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopy, as follows: 
 (i) if to the Borrower, to it
at 
 Constellation Energy Partners LLC 
 1801 Main Street, Suite 1300 
 Houston, Texas 77002 
 Telephone 832-308-3700 
 Fax 832-308-3721 
 Attn: Chief Financial Officer 
  

 Amended and Restated Credit Agreement – Page 75 







 with a copy to: 
 Constellation Energy Partners LLC 
 1801 Main Street, Suite 1300 
 Houston, Texas 77002 
 Telephone 832-308-3688 
 Fax 832-308-3721 
 Attn: General Counsel 
 (ii) if to the Administrative Agent, to it
at 
 The Royal Bank of Scotland plc 
 101 Park Avenue 
 New York, NY 10178 
 Attention: Juanita Baird 
 Telephone: (212) 401-1420 
 Facsimile: (203) 873-5300 
 With a copy to: 
 The Royal Bank of Scotland plc 
 600 Travis Street, Suite 6500

 Houston, Texas 77002 
 Attention: Phillip Ballard 
 Telephone: (713) 221-2418 
 Facsimile: (713) 221-2430

 and 
 The Royal Bank of Scotland plc 
 101 Park Avenue 
 New York, NY 10178 
 Attention: Adrian Cioinige 
 Telephone: (212) 250-1312

 Facsimile: (212) 797-0406 
 (iii) if to any other Lender, in its capacity as such, or any other Lender in its capacity as an Issuer, to it at its address
(or telecopy number) set forth in its Administrative Questionnaire. 
 (b) Notices and other communications to the Lenders
hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to ARTICLE II, ARTICLE III,
ARTICLE IV and ARTICLE V unless otherwise agreed by the Administrative Agent and the applicable

  

 Amended and Restated Credit Agreement – Page 76 







 
Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures
approved by it; provided that approval of such procedures may be limited to particular notices or communications. 
 (c) Any
party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this
Agreement shall be deemed to have been given on the date of receipt. 
 Section 12.02 Waivers; Amendments.

 (a) No failure on the part of the Administrative Agent, any other Agent, any Issuer or any Lender to exercise and no delay in
exercising, and no course of dealing with respect to, any right, power or privilege, or any abandonment or discontinuance of steps to enforce such right, power or privilege, under any of the Loan Documents shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, power or privilege under any of the Loan Documents preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the
Administrative Agent, any other Agent, each Issuer and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this
Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by Section 12.02(b), and then such waiver or consent shall be effective
only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the
Administrative Agent, any other Agent, any Lender or any Issuer may have had notice or knowledge of such Default at the time. 
 (b) Neither this Agreement nor any provision hereof nor any Security Instrument securing the payment or performance of the Obligations hereunder, nor any provision thereof, may be waived, amended or modified except pursuant to an agreement
or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent, or the Collateral Agent (as applicable), with the consent of the Required Lenders; provided that the consent of the
Required Lenders, or any other party other than the Borrower and the Administrative Agent, or the Collateral Agent (as applicable), shall not be required for amendments to the Security Instruments solely for the purpose of adding additional
collateral to secure the payment and performance of the Obligations; provided further that no such agreement shall (i) increase the Maximum Credit Amount of any Lender without the written consent of such Lender, (ii) increase the Borrowing
Base without the written consent of each Lender, decrease or maintain the Borrowing Base without the consent of the Required Lenders, or modify in any manner Section 2.07 without the consent of each Lender (except as permitted
pursuant to Section 2.07(j)), (iii) reduce the principal amount of any Loan or Letter of Credit Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, or reduce any other Obligations
hereunder or under any other Loan Document, without the written consent of each Lender affected thereby, (iv) postpone the scheduled date of payment of the principal amount of any Loan or Letter of Credit Disbursement, or any interest thereon,
or any fees payable hereunder, or any other Obligations hereunder or under any other Loan Document, or reduce the amount of, waive or excuse any such payment, or postpone or extend the Termination Date or the Maturity Date without the written
consent of each Lender affected thereby, (v) change any Loan Document in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, including without limitation,
Section 4.01(b) or Section 4.01(c), (vi) waive or amend Section 6.01, Section 8.13 or Section 10.02(c) or change the definition of the terms
“Domestic Subsidiary”, “Foreign Subsidiary”, “Material Domestic Subsidiary” or “Subsidiary”, without the written consent of each Lender, (vii) release any

  

 Amended and Restated Credit Agreement – Page 77 







 
Guarantor (except as set forth in the Guarantee Agreement), release all or substantially all of the collateral (other than as provided in Section 11.09), or reduce the
percentage set forth in Section 8.13(a) to less than 85%, without the written consent of each Lender, (viii) change any of the provisions of this Section 12.02(b) or the definition of “Required
Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or under any other Loan Documents or make any determination or grant any consent hereunder or any
other Loan Documents, without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any other Agent, or any Issuer hereunder or under any
other Loan Document without the prior written consent of the Administrative Agent, such other Agent or such Issuer, as the case may be, (ix) amend or modify the definition of Obligations to delete or exclude any obligation or liability
described therein without the written consent of each Lender, (x) amend the definitions of “Swap Agreement” or “Swap Counterparty” without the consent of each Swap Counterparty, or (xi) permit the Borrower to assign or
transfer any of its rights or obligations under this Agreement or other Loan Documents without the written consent of each Lender. Notwithstanding the foregoing, any supplement to Schedule 7.14 (Subsidiaries) shall be effective simply
by delivering to the Administrative Agent a supplemental schedule clearly marked as such, and, upon receipt, the Administrative Agent will promptly deliver a copy thereof to the Lenders. 
 Section 12.03 Expenses; Indemnity; Damage Waiver. 
 (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent,
including, without limitation, the reasonable fees, charges and disbursements of counsel and other outside consultants for the Administrative Agent and the Collateral Agent, the reasonable travel, photocopy, mailing, courier, telephone and other
similar expenses and, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration (both before and after the execution hereof and including advice of counsel
to the Administrative Agent and the Collateral Agent as to the rights and duties of the Administrative Agent and the Collateral Agent and the Lenders with respect thereto) of this Agreement and the other Loan Documents and any amendments,
modifications or waivers of or consents related to the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all out-of-pocket costs, expenses, Taxes, assessments and other
charges incurred by any Agent or any Lender in connection with any filing, registration, recording or perfection of any security interest contemplated by this Agreement or any Security Instrument or any other document referred to therein,
(iii) all reasonable out-of-pocket expenses incurred by each Issuer in connection with the amendment of any Letter of Credit issued by such Issuer or any demand for payment thereunder, (iv) all reasonable out-of-pocket expenses incurred by
any Agent, any Issuer or any Lender, including the fees, charges and disbursements of one (1) special New York legal counsel and one (1) local legal counsel for the Administrative Agent, the Collateral Agent, Issuer and Lenders, in
connection with the enforcement or protection of its rights in connection with this Agreement or any other Loan Document, including its rights under this Section 12.03, or in connection with the Loans made or Letters of Credit
issued hereunder, including, without limitation, all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided, however, Borrower shall be obligated to
pay such expenses for only counsel. 
 (b) THE BORROWER SHALL INDEMNIFY EACH AGENT, THE ARRANGERS, EACH ISSUER AND EACH LENDER,
AND THE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN “INDEMNITEE”) AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS,
DAMAGES, LIABILITIES AND RELATED EXPENSES, INCLUDING THE REASONABLE FEES, AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY

  

 Amended and Restated Credit Agreement – Page 78 







 
INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (i) THE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT CONTEMPLATED HEREBY, THE PERFORMANCE BY THE
PARTIES HERETO OR THE PARTIES TO ANY OTHER LOAN DOCUMENT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR BY ANY OTHER LOAN DOCUMENT, (ii) THE FAILURE OF THE BORROWER OR ANY
OF ITS SUBSIDIARIES TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENT, INCLUDING THIS AGREEMENT, OR WITH ANY GOVERNMENTAL REQUIREMENT, (iii) ANY INACCURACY OF ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OR COVENANT OF THE BORROWER OR ANY
GUARANTOR SET FORTH IN ANY OF THE LOAN DOCUMENTS OR ANY INSTRUMENTS, DOCUMENTS OR CERTIFICATIONS DELIVERED IN CONNECTION THEREWITH, (iv) ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM, INCLUDING, WITHOUT LIMITATION, ANY
REFUSAL BY ANY ISSUER TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT ISSUED BY SUCH ISSUER IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT, (v) THE OPERATIONS OF
THE BUSINESS OF THE BORROWER AND ITS SUBSIDIARIES BY THE BORROWER AND ITS SUBSIDIARIES, (vi) ANY ASSERTION BY A THIRD PARTY THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY INSTRUMENTS, (vii) THE
BREACH OR NON-COMPLIANCE BY THE BORROWER OR ANY OF ITS SUBSIDIARIES WITH ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER OR ANY OF ITS SUBSIDIARIES, (viii) THE PRESENCE, USE, RELEASE, STORAGE, TREATMENT, DISPOSAL, GENERATION, THREATENED
RELEASE, TRANSPORT, ARRANGEMENT FOR TRANSPORT OR ARRANGEMENT FOR DISPOSAL OF OIL, OIL AND GAS WASTES, SOLID WASTES OR HAZARDOUS SUBSTANCES ON OR AT ANY OF THE PROPERTIES OWNED OR OPERATED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES IN VIOLATION OF
ENVIRONMENTAL LAWS OR ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES IN VIOLATION OF ENVIRONMENTAL LAWS, (ix) ANY ENVIRONMENTAL LIABILITY
RELATED IN ANY WAY TO THE BORROWER OR ANY OF ITS SUBSIDIARIES, (x) ANY OTHER VIOLATION OF ENVIRONMENTAL LAWS OR LAWS RELATING TO ANY HEALTH OR SAFETY CONDITION IN CONNECTION WITH THE LOAN DOCUMENTS, OR (xi) ANY ACTUAL OR PROSPECTIVE CLAIM,
LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, AND SUCH INDEMNITY SHALL EXTEND TO EACH INDEMNITEE
NOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE, WHETHER AN AFFIRMATIVE ACT OR AN OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT
(SECOND) OF TORTS OF ONE OR MORE OF THE INDEMNITEES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNITEES; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH
LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE. 
 (c) To the extent that the Borrower fails to pay any amount required to be paid by it to such Agent or any Issuer under
Section 12.03(a) or (b), each Lender severally agrees to pay to such

  

 Amended and Restated Credit Agreement – Page 79 







 
Agent or such Issuer, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such
unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent or such Issuer in its capacity as such. 
 (d) To the extent permitted by Governmental Requirements, the Borrower shall not assert, and hereby waives, any claim against any
Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement
or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. 
 (e) All amounts due under this Section 12.03 shall be payable within ten (10) Business Days of written demand therefor. 
 Section 12.04 Successors and Assigns. 
 (a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of any Issuer that issues any Letter of Credit), except that (i) the
Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and
(ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 12.04. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of any Issuer that issues any Letter of Credit), Participants (to the extent provided in Section 12.04(c)) and, to
the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, each Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 
 (b) (i) Subject to the conditions set forth in Section 12.04(b)(ii), any Lender may assign to one or more assignees all
or a portion of its rights and obligations under this Agreement to an Eligible Assignee (including all or a portion of its Loan Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably
withheld) of: 
 (A) the Borrower, provided that no consent of the Borrower shall be required for an assignment
to a Lender or an Affiliate of a Lender or, if an Event of Default has occurred and is continuing, to any other Eligible Assignee; and 
 (B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment to an assignee that is a Lender or any Affiliate of a Lender, immediately prior to
giving effect to such assignment. 
 (ii) Assignments shall be subject to the following additional conditions:

 (A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the
entire remaining amount of the assigning Lender’s Loan Commitment, the amount of the Loan Commitment of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with

  

 Amended and Restated Credit Agreement – Page 80 







 
respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no
such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; 
 (B)
each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; 
 (C) except in the case of an assignment to an Affiliate of a Lender, the parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and 
 (D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 
 (iii) Subject to Section 12.04(b)(iv) and the acceptance and recording of an Assignment and Assumption,
from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption
covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 5.01,
Section 5.02, Section 5.03 and Section 12.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this
Section 12.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.04(c). 
 (iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices a
copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Maximum Credit Amount of, and principal amount of the Loans and Letter of Credit Disbursements owing to,
each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, each Issuer and the Lenders may treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Issuer and any
Lender, at any reasonable time and from time to time upon reasonable prior notice. In connection with any changes to the Register, if necessary, the Administrative Agent will reflect the revisions on Annex I and forward a copy of such revised Annex
I to the Borrower, each Issuer and each Lender. 
 (v) Upon its receipt of a duly completed Assignment and
Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in
Section 12.04(b) and any written consent to such assignment required by Section 12.04(b), the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the
Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 12.04(b). 
  

 Amended and Restated Credit Agreement – Page 81 







 (c) (i) Any Lender may, without the consent of the Borrower the Administrative Agent or any
Issuer, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Loan Commitment and
the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and
(C) the Borrower, the Administrative Agent, each Issuer and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the proviso to Section 12.02 that affects such
Participant. In addition such agreement must provide that the Participant be bound by the provisions of Section 12.03. Subject to Section 12.04(c)(ii), the Borrower agrees that each Participant shall be entitled
to the benefits of Section 5.01, Section 5.02 and Section 5.03 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to
Section 12.04(b). To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.08 as though it were a Lender, provided such Participant agrees to be subject to
Section 4.01(c) as though it were a Lender. 
 (ii) A Participant shall not be entitled to
receive any greater payment under Section 5.01 or Section 5.03 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.03 unless the Borrower
is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 5.03(e) as though it were a Lender. 
 (d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto. 
 Section 12.05 Survival; Revival;
Reinstatement. 
 (a) All covenants, agreements, representations and warranties made by the Borrower herein and in the
certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this
Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any other Agent, any Issuer or any Lender
may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any
fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Loan Commitments have not expired or terminated. The provisions of Section 5.01,
Section 5.02, Section 5.03 and Section 12.03 and ARTICLE XI shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated
hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Loan Commitments or the termination of this Agreement, any other Loan Document or any provision hereof or thereof. 
  

 Amended and Restated Credit Agreement – Page 82 







 (b) To the extent that any payments on the Obligations or proceeds of any collateral are
subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, debtor in possession, receiver or other Person under any bankruptcy law, common law or equitable cause, then to such extent, the
Obligations so satisfied shall be revived and continue as if such payment or proceeds had not been received and the Administrative Agent’s and the Lenders’ Liens, security interests, rights, powers and remedies under this Agreement and
each Loan Document shall continue in full force and effect. In such event, each Loan Document shall be automatically reinstated, and the Borrower shall take such action as may be reasonably requested by the Administrative Agent and the Lenders to
effect such reinstatement. 
 Section 12.06 Counterparts; Integration; Effectiveness. 
 (a) This Agreement 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. 
 (b) This Agreement, the
other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter hereof and thereof. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO AND THERETO 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. 
 (c) Except as provided in Section 6.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which,
when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a
signature page of this Agreement by telecopy or electronic mail in portable document format (pdf) shall be effective as delivery of a manually executed counterpart of this Agreement. 
 Section 12.07 Severability. Any provision of this Agreement or any other Loan Document 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 or
thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 
 Section 12.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to
time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations (of whatsoever kind, including, without limitations obligations
under Swap Agreements) at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrower or any of its Subsidiaries against any of and all the obligations of the Borrower or any of its Subsidiaries owed to such Lender
now or hereafter existing under this Agreement or any other Loan Document, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations may be unmatured. The
rights of each Lender under this Section 12.08 are in addition to other rights and remedies (including other rights of setoff) which such Lender or its Affiliates may have. 
  

 Amended and Restated Credit Agreement – Page 83 







 Section 12.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.
THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK EXCEPT TO THE EXTENT THAT UNITED STATES FEDERAL LAW PERMITS ANY LENDER TO CONTRACT FOR, CHARGE, RECEIVE, RESERVE OR TAKE INTEREST
AT THE RATE ALLOWED BY THE LAWS OF THE STATE WHERE SUCH LENDER IS LOCATED. 
 (a) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO
THE LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HEREBY ACCEPTS FOR ITSELF AND (TO THE EXTENT PERMITTED BY LAW) IN RESPECT OF
ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. THIS SUBMISSION TO JURISDICTION IS NON-EXCLUSIVE AND DOES NOT PRECLUDE A PARTY FROM OBTAINING JURISDICTION OVER ANOTHER
PARTY IN ANY COURT OTHERWISE HAVING JURISDICTION. 
 (b) EACH PARTY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT THE ADDRESS SPECIFIED IN SECTION 12.01 OR SUCH OTHER ADDRESS AS IS SPECIFIED PURSUANT TO
SECTION 12.01 (OR ITS ASSIGNMENT AND ASSUMPTION), SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF A PARTY OR ANY HOLDER OF A NOTE TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANOTHER PARTY IN ANY OTHER JURISDICTION. 
 (c)
EACH PARTY HEREBY (i) IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN;
(ii) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL
DAMAGES; (iii) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OF COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVERS, AND (iv) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN
THIS SECTION 12.09. 
 Section 12.10 Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 
  

 Amended and Restated Credit Agreement – Page 84 







 Section 12.11 Confidentiality. Each of the Agents, each Issuer and the
Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any
regulatory authority, (c) to the extent required by Governmental Requirements or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement or any other Loan Document, (e) in connection with the
exercise of any remedies hereunder or under any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section 12.11, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or
(ii) any actual or prospective counterparty (or its advisors) to any Swap Agreement relating to the Borrower and their obligations, (g) with the consent of the Borrower, (h) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section 12.11 or (ii) becomes available to the Administrative Agent, any Issuer or any Lender on a nonconfidential basis from a source other than the Borrower or
(i) to any credit insurance provider relating to the Borrower and its Obligations so long as any such credit insurance provider is party to a written agreement by which it is subject to the confidentiality provisions of this
Section 12.11. For the purposes of this Section 12.11, “Information” means all information received from the Borrower or any of its Subsidiaries relating to the Borrower or any of its
Subsidiaries and their businesses, other than any such information that is available to the Administrative Agent, any Issuer or any Lender on a nonconfidential basis prior to disclosure by the Borrower or any of its Subsidiaries; provided that, in
the case of information received from the Borrower, or any of its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information
as provided in this Section 12.11 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information. 
 Section 12.12 Maximum Interest. It is the intention of the
parties hereto to conform strictly to applicable usury laws, and, anything herein to the contrary notwithstanding, the Obligations of the Borrower to each Lender under this Agreement shall be subject to the limitation that payments of interest shall
not be required to the extent that receipt thereof would be contrary to provisions of law applicable to such Lender limiting rates of interest that may be charged or collected by such Lender. Accordingly, if the transactions contemplated hereby
would be usurious under Governmental Requirements (including the Federal and state laws of the United States of America, or of any other jurisdiction whose laws may be mandatorily applicable) with respect to a Lender, then, in that event,
notwithstanding anything to the contrary in this Agreement, it is agreed as follows: (a) the provisions of this Section 12.12 shall govern and control; (b) the aggregate of all consideration that constitutes interest
under Governmental Requirements that is contracted for, charged or received under this Agreement, or under any other Loan Document or otherwise in connection with this Agreement by such Lender shall under no circumstances exceed the Highest Lawful
Rate, and any excess shall be credited to the Borrower by such Lender (or, if such consideration shall have been paid in full, such excess promptly refunded to the Borrower); (c) all sums paid, or agreed to be paid, to such Lender for the use,
forbearance and detention of the indebtedness of the Borrower to such Lender hereunder shall, to the extent permitted by Governmental Requirements, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until
payment in full so that the actual rate of interest is uniform throughout the full term thereof; and (d) if at any time the interest provided pursuant to Section 3.02, together with any other fees and expenses payable
pursuant to this Agreement and the other Loan Documents and deemed interest under Governmental Requirements, exceeds that amount that would have accrued at the Highest Lawful Rate, then the amount of interest and any such fees to accrue to such
Lender pursuant to this Agreement shall be limited,

  

 Amended and Restated Credit Agreement – Page 85 







 
notwithstanding anything to the contrary in this Agreement, to that amount that would have accrued at the Highest Lawful Rate, but any subsequent reductions, as applicable, shall not reduce the
interest to accrue to such Lender pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest accrued pursuant to this Agreement and such fees deemed to be interest equals the amount of interest that would have
accrued to such Lender if a varying rate per annum equal to the interest provided pursuant to Section 3.02 had at all times been in effect, plus the amount of fees that would have been received but for the effect of this
Section 12.12. 
 Section 12.13 EXCULPATION PROVISIONS. EACH OF THE PARTIES HERETO
SPECIFICALLY AGREES THAT IT HAS A DUTY TO READ THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND AGREES THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; THAT IT HAS IN FACT READ THIS AGREEMENT
AND IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS AGREEMENT; THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS RESULT
IN ONE PARTY ASSUMING THE LIABILITY INHERENT IN SOME ASPECTS OF THE TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS RESPONSIBILITY FOR SUCH LIABILITY. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF
ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.” 
 Section 12.14 Collateral Matters; Swap Agreements. The benefit of the Security Instruments and of the provisions of this
Agreement relating to any collateral securing the Obligations shall also extend to and be available to those Lenders or their Affiliates which are counterparties to any Swap Agreement with the Borrower or any of its Subsidiaries on a pro rata basis
in respect of any obligations of the Borrower or any of its Subsidiaries which arise under any such Swap Agreement while such Person or its Affiliate is a Lender, including any Swap Agreements between such Persons in existence prior to the date
hereof and regardless of whether such Swap Agreement was entered into in connection with Oil and Gas Properties acquired or funded with this proceeds of this Agreement. No Lender or any Affiliate of a Lender shall have any voting rights under any
Loan Document as a result of the existence of obligations owed to it under any such Swap Agreements. 
 Section 12.15
No Third Party Beneficiaries. This Agreement, the other Loan Documents, and the agreement of the Lenders to make Loans and the Issuer to issue, amend, renew or extend Letters of Credit hereunder are solely for the benefit of the Borrower,
and no other Person (including, without limitation, any Subsidiary of the Borrower, any obligor, contractor, subcontractor, supplier or materialsman) shall have any rights, claims, remedies or privileges hereunder or under any other Loan Document
against the Administrative Agent, any other Agent, the Issuer or any Lender for any reason whatsoever. There are no third party beneficiaries. 
 Section 12.16 USA Patriot Act Notice. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow
such Lender to identify the Borrower in accordance with the Act. 
  

 Amended and Restated Credit Agreement – Page 86 







 The parties hereto have caused this Agreement to be duly executed as of the day and year
first above written. 
  

			
	BORROWER:
	
	CONSTELLATION ENERGY PARTNERS LLC
		
	By:	 	 /s/ Charles C. Ward

		 	Charles C. Ward, Chief Financial Officer


 SIGNATURE PAGE 1 
 CREDIT AGREEMENT 
  

 Amended and Restated Credit Agreement – Signature Page 








			
	ADMINISTRATIVE AGENT:
	
	THE ROYAL BANK OF SCOTLAND plc, as Administrative Agent, Issuer and a Lender
		
	By:	 	 /s/ Phillip R. Ballard

		 	Phillip R. Ballard, Managing Director


 SIGNATURE PAGE 2 
 CREDIT AGREEMENT 
  

 Amended and Restated Credit Agreement – Signature Page 








					
	THE BANK OF NOVA SCOTIA, as a Co-Syndication Agent and a Lender
		
	By:	 	 /s/ David Mills

		 	Name:	 	 David Mills

		 	Title:	 	 Managing Director



 SIGNATURE PAGE 3 
 CREDIT AGREEMENT 
  

 Amended and Restated Credit Agreement – Signature Page 








					
	BNP PARIBAS, as a Co-Syndication Agent and as a Lender
		
	By:	 	 /s/ Edward Pak

		 	Name:	 	 Edward Pak

		 	Title:	 	 Vice President

		
	By:	 	 /s/ Greg Smothers

		 	Name:	 	 Greg Smothers

		 	Title:	 	 Director



 SIGNATURE PAGE 4 
 CREDIT AGREEMENT 
  

 Amended and Restated Credit Agreement – Signature Page 








					
	WELLS FARGO BANK, N.A., as a Lender
		
	By:	 	 /s/ Leanne S. Phillips

		 	Name:	 	 Leanne S. Phillips

		 	Title:	 	 Senior Portfolio Manager



 SIGNATURE PAGE 5 
 CREDIT AGREEMENT 
  

 Amended and Restated Credit Agreement – Signature Page 








					
	SOCIÉTÉ GÉNÉRALE, as a Lender
		
	By:	 	 /s/ Kevin C. Joyce

		 	Name:	 	 Kevin C. Joyce

		 	Title:	 	 Vice President



 SIGNATURE PAGE 6 
 CREDIT AGREEMENT 
  

 Amended and Restated Credit Agreement – Signature Page 







 ANNEX I 
 LIST OF MAXIMUM CREDIT AMOUNTS 
 AGGREGATE MAXIMUM CREDIT AMOUNT 
  

							
	 NAME OF LENDER
	  	APPLICABLE PERCENTAGE	 	 	MAXIMUM CREDIT
AMOUNT
			
	 The Royal Bank of Scotland plc
	  	26.829268	% 	 	$	93,902,439.02
	 The Bank of Nova Scotia
	  	21.951220	% 	 	$	76,829,268.29
	 BNP Paribas
	  	21.951220	% 	 	$	76,829,268.29
	 Wells Fargo Bank, N.A.
	  	14.634146	% 	 	$	51,219,512.20
	 Société Générale
	  	14.634146	% 	 	$	51,219,512.20
		  	 	 	 	 	 
			
	 TOTAL
	  	100	% 	 	$	350,000,000.00

  

 Amended and Restated Credit Agreement – Annex I 







 EXHIBIT A 
 FORM OF NOTE 
  

			
	$[            ]	  	[            ], 2009

 FOR VALUE RECEIVED, Constellation Energy Partners LLC, a Delaware limited liability
company (the “Borrower”), hereby promises to pay to the order of [            ] (the “Lender”), at the principal office of The Royal Bank of
Scotland plc, as administrative agent (the “Administrative Agent”), the principal sum of [            ] Dollars
($[            ]) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement, as hereinafter
defined), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such
office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. 
 The date, amount, Type, interest rate, Interest Period and maturity of each Loan made by the Lender to the Borrower, and each payment made
on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, may be endorsed by the Lender on the schedules attached hereto or any continuation thereof or on any separate record
maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender’s or the Borrower’s rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of
this Note. 
 This Note is one of the Notes referred to in the Amended and Restated Credit Agreement dated as of
November 13, 2009 among the Borrower, the Administrative Agent, and the other agents and lenders signatory thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Amended and Restated Credit Agreement as the same
may be amended, supplemented or restated from time to time, the “Credit Agreement”). Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement. 
 This Note is issued pursuant to, and is subject to the terms and conditions set forth in, the Credit Agreement and is entitled to the
benefits provided for in the Credit Agreement and the other Loan Documents. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions
specified therein and other provisions relevant to this Note. 
 [This Note amends and restates, in their entirety,
(i) that certain Note from the Borrower to the Lender originally dated March 28, 2008, and evidencing the Borrower’s indebtedness to the Lender in the original principal amount of
[            ] Dollars ($[            ]) and (ii) that certain Amended and Restated Note from the Borrower to the Lender
originally dated March 28, 2008, and evidencing the Borrower’s indebtedness to the Lender in the original principal amount of [            ] Dollars
($[            ]).] 
 THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
  

			
	CONSTELLATION ENERGY PARTNERS LLC, a Delaware limited liability company
		
	By:	 	  

		 	Charles C. Ward, Chief Financial Officer


  

 Amended and Restated Credit Agreement – Exhibit A 







 EXHIBIT B 
 FORM OF COMPLIANCE CERTIFICATE 
 The
undersigned hereby certifies that he is the Chief Financial Officer of Constellation Energy Partners LLC, a Delaware limited liability company (the “Borrower”), and that as such he is authorized to execute this certificate on
behalf of the Borrower. With reference to the Amended and Restated Credit Agreement dated as of November 13, 2009 (together with all amendments, supplements or restatements thereto being the “Agreement”) among the
Borrower, The Royal Bank of Scotland plc, as Administrative Agent, and the other agents and lenders (the “Lenders”) which are or become a party thereto, and such Lenders, each of the undersigned represents and warrants as
follows (each capitalized term used herein having the same meaning given to it in the Agreement unless otherwise specified): 
 (a) The representations and warranties of the Borrower contained in Article VII of the Agreement and in the Loan Documents and otherwise made in writing by or on behalf of the Borrower or any other Guarantor pursuant to the Agreement and
the Loan Documents were true and correct when made, and are repeated at and as of the time of delivery hereof and are true and correct in all material respects at and as of the time of delivery hereof, except to the extent such representations and
warranties are expressly limited to an earlier date or the Required Lenders have expressly consented in writing to the contrary. 
 (b) Since September 30, 2009, no change has occurred, either in any case or in the aggregate, in the condition, financial or otherwise, of the Borrower or any of its Subsidiaries that could reasonably be expected to have a Material
Adverse Effect. 
 (c) There exists no Default or Event of Default. 
 (d) There has been no change in the Borrower’s application of GAAP since September 30, 2009. 
 (e) Attached hereto as Exhibit A are the detailed computations necessary to determine whether the Borrower is in compliance
with [Section 8.13 and] Section 9.01 as of the end of the fiscal quarter ending [            ]. 
 (f) Attached hereto as Exhibit B are the Swap Agreements of the Borrower and each of its Consolidated Subsidiaries in place as of the end of the fiscal quarter ending
[            ], setting forth with respect to (i) all Swap Agreements, calculations evidencing compliance with Section 9.17 of the Agreement and (ii) each Swap Agreement, the
maximum aggregate amount (giving effect to any netting agreements) that the Borrower or any such Consolidated Subsidiary would be required to pay if such Swap Agreement were terminated at such time; the information in both (i) and
(ii) shall be prepared as of the end of such fiscal quarter based on all transactions outstanding as of the end of such fiscal quarter under any Swap Agreements then in effect, including transactions which are scheduled to commence on a future
date. 
 EXECUTED AND DELIVERED this [ ] day of [            ]. 
  

			
	CONSTELLATION ENERGY PARTNERS LLC, a Delaware limited liability company
		
	By:	 	  

		 	Charles C. Ward, Chief Financial Officer


  

 Amended and Restated Credit Agreement – Exhibit B, Page 1 







 Exhibit A to Compliance Certificate 
 [To be inserted] 
  

 Amended and Restated Credit Agreement – Exhibit B, Page 2 







 Exhibit B to Compliance Certificate 
 [To be inserted] 
  

 Amended and Restated Credit Agreement – Exhibit B, Page 3 







 EXHIBIT C 
 SECURITY INSTRUMENTS 
 Security to consist of
(1) pledges by Borrower of all interests in all Material Domestic Subsidiaries and covenant to pledge all future Material Domestic Subsidiaries, (2) the Guarantee Agreement executed by all existing Material Domestic Subsidiaries and
covenant to cause all future Material Domestic Subsidiaries to execute a supplement to the Guarantee Agreement, (3) the Pledge and Security Agreement executed by Borrower and all existing Material Domestic Subsidiaries and covenant to cause all
future Material Domestic Subsidiaries to execute a supplement to the Pledge and Security Agreement and (4) Mortgages over Mortgaged Property. 
  

 Amended and Restated Credit Agreement – Exhibit C 







 EXHIBIT D 
 FORM OF ASSIGNMENT AND ASSUMPTION 
 This
Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between the Assignor identified in item 1 below (the “Assignor”)
and the Assignee identified in item 2 below (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit
Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full. 
 For an agreed consideration, the Assignor hereby irrevocably sells
and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below, (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to
the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the credit facility that is the subject of the Credit Agreement (including without limitation any letters of credit included
in such facility) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising
under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to,
contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by
the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as
expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor. 
  

			
	1. Assignor:	  	                                       
 
		
	2. Assignee:	  	                                       
 , [a Lender/an Affiliate of {identify Lender}/an Approved Fund of {identify Lender}/a Person approved by the Administrative Agent and the Issuer]1
		
	3. Borrower:	  	Constellation Energy Partners LLC
		
	4. Administrative Agent:	  	The Royal Bank of Scotland plc, as the Administrative Agent under the Credit Agreement
		
	5. Credit Agreement:	  	The $350,000,000 Amended and Restated Credit Agreement dated as of November 13, 2009 among Constellation Energy Partners LLC as Borrower, The Royal Bank of Scotland plc as
Administrative Agent and the Lenders party hereto.

  

	1	 Assignee must be an “Eligible Assignee” as defined in the Credit Agreement. 


  

 Amended and Restated Credit Agreement – Exhibit D, Page 1 







 6. Assigned Interest: 
  

													
	 Assignor
	  	Assignee	  	Amount of Loan
Commitments
Assigned	  	Aggregate Amount of
Loan Commitments
for all Lenders	  	Percentage
Assigned of
Commitments
for all Lenders	  	CUSIP
Number
		  		  	$	 	  	$	 	  	%	  	

 Effective Date:
                     , 20    .2 
 The terms
set forth in this Assignment and Assumption are hereby agreed to: 
  

			
	ASSIGNOR
	[NAME OF ASSIGNOR]
		
	By:	 	  

		 	Name:
		 	Title:
	
	ASSIGNEE
	[NAME OF ASSIGNEE]
		
	By:	 	  

		 	Name:
		 	Title:


  

	2	 To be inserted by Administrative Agent and which shall be the effective date of recordation of transfer in the register therefor.



  

 Amended and Restated Credit Agreement – Exhibit D, Page 2 








			
	Consented to:
	
	THE ROYAL BANK OF SCOTLAND PLC, as Administrative Agent3
		
	By:	 	  

		 	Name:
		 	Title:
	
	Consented to:
	
	CONSTELLATION ENERGY PARTNERS LLC, a Delaware limited liability company, as Borrower4
		
	By:	 	  

		 	Name:
		 	Title:

  

	3	 The consent of the Administrative Agent is not required for an assignment to an assignee that is a Lender or an Affiliate of a Lender, immediately
prior to giving effect to such assignment. 



	4	 The consent of the Borrower is not required for an assignment to an assignee that is a Lender or an Affiliate of a Lender or, if an Event of Default
has occurred and is continuing, to any other Eligible Assignee. 


  

 Amended and Restated Credit Agreement – Exhibit D, Page 3 







 ANNEX I 
 STANDARD TERMS AND CONDITIONS FOR 
 ASSIGNMENT AND ASSUMPTION 
 1. Representations and Warranties. 
 1.1
Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and
(iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to
(i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan
Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the
Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document. 
 1.2.
Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated
hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under the Credit Agreement (subject to such consents, if any, as may be required under Section 12.04(b) of the Credit
Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it
is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring
assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.01 thereof, as
applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, (vi) it has, independently and without
reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned
Interest, and (vii) if it is a Foreign Lender, attached to this Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and
(b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

 2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest
(including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date. 

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption may

  

 Amended and Restated Credit Agreement – Exhibit D, Page 4 







 
be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy
shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. 
  

 Amended and Restated Credit Agreement – Exhibit D, Page 5 







 EXHIBIT E 
 FORM OF BORROWING REQUEST 
             , 200     
 The Royal Bank
of Scotland plc 
 101 Park Avenue 
 New
York, New York 10178 
 Attention:
                     
 The Royal
Bank of Scotland plc 
 600 Travis Street, Suite 6500 
 Houston, Texas 77002 
 Attention:
                     
 Ladies and
Gentlemen: 
 Reference is made to the Amended and Restated Credit Agreement, dated as of November 13, 2009, among
Constellation Energy Partners LLC, as Borrower, The Royal Bank of Scotland plc, as Administrative Agent, and the Lenders party thereto (as in effect on the date hereof, the “Credit Agreement”; capitalized terms used but not
otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement). The undersigned hereby gives notice pursuant to Section 2.03 of the Credit Agreement of its request to have the following Loans in the aggregate
amount of $[            ] (the “Requested Borrowing”) made to it on [insert date of Requested Borrowing]: 
  

			
	 Type of Loan5
	  	 Amount

		
	  
	  	  

	  
	  	  

	  
	  	  


 The amount of the currently effective Borrowing Base is
$[            ]. The current Total Revolving Credit Exposure (without regard to the Requested Borrowing) is
$[            ]. The pro forma Total Revolving Credit Exposure (after giving effect to the Requested Borrowing) is
$[            ]. 
 Please disburse the proceeds of the
Requested Borrowing to [insert bank and account information]. 
 The undersigned represents and warrants that (a) the
borrowing requested hereby complies with the requirements of the Credit Agreement, (b) each condition contained in Sections 6.02(a) through 6.02(d) of the Credit Agreement has been completed and satisfied in full at and as of the date hereof
and (c) the amount of the Requested Borrowing shall not cause the Total Revolving Credit Exposures to exceed the Total Commitments. 
  

	5	 Specify the duration of the Interest Period in the case of Eurodollar Borrowings. 


  

 Amended and Restated Credit Agreement – Exhibit E, Page 1 








					
	CONSTELLATION ENERGY PARTNERS LLC, a Delaware limited liability company
		
	By:	 	  

		 	Name:	 	  

		 	Title:	 	  



  

 Amended and Restated Credit Agreement – Exhibit E, Page 2 







 EXHIBIT F 
 FORM OF INTEREST ELECTION REQUEST 
                     , 200     
 The Royal Bank of Scotland plc 
 101 Park Avenue 
 New York, New York 10178 
 Attention:
                     
 The Royal
Bank of Scotland plc 
 600 Travis Street, Suite 6500 
 Houston, Texas 77002 
 Attention:
                     
 Ladies and
Gentlemen: 
 Reference is made to the Amended and Restated Credit Agreement, dated as of November 13, 2009, among
Constellation Energy Partners LLC, as Borrower, The Royal Bank of Scotland plc, as Administrative Agent, and the Lenders party thereto (as in effect on the date hereof, the “Credit Agreement”; capitalized terms used but not
otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement). The undersigned hereby gives notice pursuant to Section 2.04(b) of the Credit Agreement of its desire to continue the Loans specified below as
Loans of the Types and in the amounts specified below on [insert effective date of continuation]: 
  

											
	Loans to be Continued	  	Continued Loans
	Type of Loan6	  	Last Day of
Current
Interest Period	  	Amount	  	Type of Loan	  	Interest
Period	  	Amount
						
		  		  		  		  		  	
	 	  	 	  	 	  	 	  	 	  	 

 The undersigned represents and warrants that the continuations requested hereby
comply with the requirements of the Credit Agreement. 
  

					
	CONSTELLATION ENERGY PARTNERS LLC, a Delaware limited liability company
		
	By:	 	  

		 	Name:	 	  

		 	Title:	 	  



  

	6	 Specify the currency and the duration of the Interest Period in the case of Eurodollar Loans. 


  

 Amended and Restated Credit Agreement – Exhibit F 







 EXHIBIT G 
 FORM OF NOTICE OF LETTER OF CREDIT REQUEST 
                     , 200     
 [Insert Issuer address] 
 The Royal Bank of Scotland plc 
 101 Park Avenue 
 New York, New York 10178

 Attention:                     

 The Royal Bank of Scotland plc 
 101
Park Avenue 
 6th Floor 
 New
York, New York 10178 
 Attention:
                     
 The Royal
Bank of Scotland plc 
 600 Travis Street, Suite 6500 
 Houston, Texas 77002 
 Attention:
                     
 Ladies and
Gentlemen: 
 Reference is made to the Amended and Restated Credit Agreement, dated as of November 13, 2009, among
Constellation Energy Partners LLC, as Borrower, The Royal Bank of Scotland plc, as Administrative Agent, and the Lenders party thereto (as in effect on the date hereof, the “Credit Agreement”; capitalized terms used but not
otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement). The undersigned hereby gives notice pursuant to Section 2.08(b) of the Credit Agreement of its request to have the following Letter of Credit
[issued/amended/renewed/extended] on [insert requested date of issuance, amendment, renewal or extension]: 
  

							
	 Description/Letter of Credit No.
	  	 Beneficiary
	  	 Expiration
Date
	  	 Amount

				
	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  

	  
	  	  
	  	  
	  	  


 [Please amend/renew/extend the above-referenced Letter of Credit as follows:]

  

 Amended and Restated Credit Agreement – Exhibit G, Page 1 







 The amount of the currently effective Borrowing Base is
$[            ]. A Borrowing Base Deficiency [does/does not] exist on the date hereof. The current Total Revolving Credit Exposure (without regard to the requested Letter of Credit or the
requested amendment, renewal, or extension of an outstanding Letter of Credit) is $[            ]. The pro forma Total Revolving Credit Exposure (after giving effect to the requested Letter
of Credit or the requested amendment, renewal or extension of an outstanding Letter of Credit is $[            ]. 
 The undersigned represents and warrants that (a) the [issuance/amendment/ renewal/extension] requested hereby complies with the
requirements of the Credit Agreement, (b) each representation and warranty contained in Section 6.02(a) through 6.02(e) of the Credit Agreement is true and correct at and as of the date hereof and (c) (i) the Letter of Credit
Exposure shall not exceed the Letter of Credit Commitment and (ii) the Total Revolving Credit Exposures shall not exceed the lesser of the Aggregate Maximum Credit Amount and the currently effective Borrowing Base. 
  

					
	CONSTELLATION ENERGY PARTNERS LLC, a Delaware limited liability company
		
	By:	 	  

		 	Name:	 	  

		 	Title:	 	  



  

 Amended and Restated Credit Agreement – Exhibit G, Page 2 







 Schedule 7.05 
 Litigation 
 1. Trust Venture Company, LLC v. Constellation
Energy Partners LLC, Ala. 63-CV-2008-900751 (a purported derivative action demanding an audited statement of revenues and expenses associated with a non-operating net profits interest; alleging a breach of contract; and asserting above market
rates for services were paid, collectively reducing amounts paid to Torch Energy Royalty Trust in connection with the net profits interest). 
  

 Amended and Restated Credit Agreement – Schedule 7.05 







 Schedule 7.06 
 Environmental Matters 
 None. 
  

 Amended and Restated Credit Agreement – Schedule 7.06 







 Schedule 7.11 
 Material Debt and Other Obligations 
 Interest Rate Hedges 
  

																					
	 Trade
 Date
	  	 CP
	  	 CEP
Confirm
	  	 Hedge Type
	  	Start
Date	  	End
Date	  	Notional
Amount	  	Fixed
Price	 	 	ITM (OTM)	 
	 15-May-07
	  	BNP	  	17858	  	Interest Rate Swap	  	May-07	  	Sep-10	  	$	 45,000,000	  	4.964	% 	 	$	 (1,992,151	) 
	 17-Aug-07
	  	BNP	  	19305	  	Interest Rate Swap	  	Oct-07	  	Oct-10	  	$	 29,500,000	  	4.805	% 	 	$	 (1,560,046	) 

 Commodity Hedges 
  

																					
	 Trade
 Date
	  	 CP
	  	 CEP
Confirm
	  	 Hedge Type
	  	Start
Date	  	End
Date	  	Volume To
Term
(MMbtu)	 	 	Fixed Price
($/MMBtu)	  	ITM (OTM)	 
	 29-Apr-08
	  	BNP	  	swp8121	  	NYMEX Swap	  	Jul-10	  	Dec-10	  	(460,000	) 	 	$	9.420	  	$	 (1,359,001	) 
	 30-Apr-08
	  	BNP	  	swp82i2	  	NYMEX Swap	  	Jan-12	  	Dec-12	  	(1,830,000	) 	 	$	9.260	  	$	 (3,984,314	) 

  

 Amended and Restated Credit Agreement – Schedule 7.11 







 Schedule 7.14 
 Subsidiaries 
  

	1.	Robinson’s Bend Operating II, LLC 

 Jurisdiction of Organization: Delaware 
 Organization Identification Number:
3975521 
  

			
	Chief Executive Office:	  	1801 Main Street, Suite 1300
		  	Houston, Texas 77002
		  	Telephone: (832) 308-3700

  

	2.	Robinson’s Bend Production II, LLC 

 Jurisdiction of Organization: Delaware 
 Organization Identification Number:
3975518 
  

			
	Chief Executive Office:	  	1801 Main Street, Suite 1300
		  	Houston, Texas 77002
		  	Telephone: (832) 308-3700

  

	3.	CEP Mid-Continent LLC 

 Jurisdiction of Organization: Delaware 
 Organization Identification Number: 4324623 
  

			
	Chief Executive Office:	  	1801 Main Street, Suite 1300
		  	Houston, Texas 77002
		  	Telephone: (832) 308-3700

  

	4.	Northeast Shelf Energy, L.L.C. 

 Jurisdiction of Organization: Oklahoma 
 Organization Identification Number: 3500684066 
  

			
	Chief Executive Office:	  	1801 Main Street, Suite 1300
		  	Houston, Texas 77002
		  	Telephone: (832) 308-3700

  

 Amended and Restated Credit Agreement – Schedule 7.14, Page 1 








	5.	Mid-Continent Oilfield Supply, L.L.C. 

 Jurisdiction of Organization: Oklahoma 
 Organization Identification Number: 3512072150 
  

			
	Chief Executive Office:	  	1801 Main Street, Suite 1300
		  	Houston, Texas 77002
		  	Telephone: (832) 308-3700

  

 Amended and Restated Credit Agreement – Schedule 7.14, Page 2 







 Schedule 7.20 
 Gas Imbalances 
 None. 
  

 Amended and Restated Credit Agreement – Schedule 7.20 







 Schedule 7.21 
 Marketing Contracts 
 None. 
  

 Amended and Restated Credit Agreement – Schedule 7.21 







 Schedule 7.22 
 Swap Agreements 
 1. Master
Agreements 
 1.1. ISDA Master Agreement dated as of June 16, 2006 by and between The Royal Bank of Scotland, plc
and Constellation Energy Resources LLC, attached as Exhibit 10.7 to that certain Form S-1 Registration Statement of Constellation Energy Resources LLC. This ISDA was amended on November 10, 2006 to secure the ISDA under the terms of the then
existing loan documents and was further amended on June 29, 2009. There is no margin requirement under this document. 
 1.2. ISDA Master Agreement dated as of March 7, 2007 by and between The Royal Bank of Scotland, plc and Constellation Energy Partners LLC. There is no margin requirement under this document. 
 1.3. Amended and Restated ISDA Master Agreement dated as of March 8, 2007 by and between BNP Paribas and Constellation Energy Partners
LLC. There is no margin requirement under this ISDA. This ISDA allows for Constellation Energy Partners LLC to enter into certain hedges with third-party credit support. The original Schedule to the ISDA Master Agreement was replaced by the Second
Amended and Restated Schedule on July 13, 2007. 
 1.4. ISDA Master Agreement dated as of July 9, 2007 by and between
Societe Generale and Constellation Energy Partners LLC. There is no margin requirement under this document. 
 1.5. ISDA Master
Agreement dated as of April 3, 2008 by and between Calyon and Constellation Energy Partners LLC. There is no margin requirement under this document. 
 2. Interest Rate Swaps 
 2.1. Confirmation dated December 1,
2006 by and between The Royal Bank of Scotland, plc and Constellation Energy Partners LLC. Interest Rate Swap amounts and pricing under this Confirmation are below: 
  

							
	 Settlement Period
	  	 Notional Amount
 per Calculation
 Period ($)
	  	 Floating Price
 (%)
	  	 Fixed Price
 (%)

	 20 November 2009
	  	16,500,000.00	  	3 Month USD LIBOR	  	4.740
	 20 February 2010
	  	16,500,000.00	  	3 Month USD LIBOR	  	4.740

  

 Amended and Restated Credit Agreement – Schedule 7.22, Page 1 







 2.2. Confirmation dated October 18, 2007 by and between The Royal Bank of Scotland, plc
and Constellation Energy Partners LLC. Interest Rate Swap amounts and pricing under this Confirmation are below: 
  

							
	 Settlement Period
	  	 Notional Amount
 per Calculation
 Period ($)
	  	 Floating Price
 (%)
	  	 Fixed Price
 (%)

	 22 October 2009
	  	7,500,000.00	  	3 Month USD LIBOR	  	4.560
	 22 January 2010
	  	7,500,000.00	  	3 Month USD LIBOR	  	4.560
	 22 April 2010
	  	7,500,000.00	  	3 Month USD LIBOR	  	4.560
	 22 July 2010
	  	7,500,000.00	  	3 Month USD LIBOR	  	4.560
	 22 October 2010
	  	7,500,000.00	  	3 Month USD LIBOR	  	4.560

 2.3. Confirmation dated October 18, 2007 by and between The Royal Bank of
Scotland, plc and Constellation Energy Partners LLC. Interest Rate Swap amounts and pricing under this Confirmation are below: 
  

							
	 Settlement Period
	  	 Notional Amount
 per Calculation
 Period ($)
	  	 Floating Price
 (%)
	  	 Fixed Price
 (%)

	 20 November 2009
	  	11,000,000.00	  	3 Month USD LIBOR	  	4.580
	 20 February 2010
	  	11,000,000.00	  	3 Month USD LIBOR	  	4.580
	 20 May 2010
	  	11,000,000.00	  	3 Month USD LIBOR	  	4.580
	 20 August 2010
	  	11,000,000.00	  	3 Month USD LIBOR	  	4.580

 2.4. Confirmation dated May 15, 2007 by and between BNP Paribas and
Constellation Energy Partners LLC. Interest Rate Swap amounts and pricing under this Confirmation are below: 
  

							
	 Settlement Period
	  	 Notional Amount
 per Calculation
 Period ($)
	  	 Floating Price
 (%)
	  	 Fixed Price
 (%)

	 20 December 2009
	  	45,000,000.00	  	3 Month USD LIBOR	  	4.964
	 20 March 2010
	  	45,000,000.00	  	3 Month USD LIBOR	  	4.964
	 20 June 2010
	  	45,000,000,00	  	3 Month USD LIBOR	  	4.964
	 20 September 2010
	  	45,000,000,00	  	3 Month USD LIBOR	  	4.964

  

 Amended and Restated Credit Agreement – Schedule 7.22, Page 2 







 2.5. Confirmation dated August 17, 2007 by and between BNP Paribas and Constellation
Energy Partners LLC. Interest Rate Swap amounts and pricing under this Confirmation are below: 
  

							
	 Settlement Period
	  	 Notional Amount
 per Calculation
 Period ($)
	  	 Floating Price
 (%)
	  	 Fixed Price
 (%)

	 19 October 2009
	  	29,500,000.00	  	3 Month USD LIBOR	  	4.805
	 19 January 2010
	  	29,500,000.00	  	3 Month USD LIBOR	  	4.805
	 19 April 2010
	  	29,500,000.00	  	3 Month USD LIBOR	  	4.805
	 19 July 2010
	  	29,500,000.00	  	3 Month USD LIBOR	  	4.805
	 19 October 2010
	  	29,500,000.00	  	3 Month USD LIBOR	  	4.805

 2.6. Confirmation dated October 17, 2008 by and between The Royal Bank of
Scotland, plc and Constellation Energy Partners LLC. Interest Rate Swap amounts and pricing under this Confirmation are below: 
  

							
	 Settlement Period
	  	 Notional Amount
 per Calculation
 Period ($)
	  	 Floating Price
 (%)
	  	 Fixed Price
 (%)

	 22 October 2009
	  	19,000,000.00	  	3 Month USD LIBOR	  	2.910
	 22 January 2010
	  	19,000,000.00	  	3 Month USD LIBOR	  	2.910
	 22 April 2010
	  	19,000,000.00	  	3 Month USD LIBOR	  	2.910
	 22 July 2010
	  	19,000,000.00	  	3 Month USD LIBOR	  	2.910
	 22 October 2010
	  	19,000,000.00	  	3 Month USD LIBOR	  	2.910

 2.7. Confirmation dated October 17, 2008 by and between The Royal Bank of
Scotland, plc and Constellation Energy Partners LLC. Interest Rate Swap amounts and pricing under this Confirmation are below: 
  

							
	 Settlement Period
	  	 Notional Amount
 per Calculation
 Period ($)
	  	 Floating Price
 (%)
	  	 Fixed Price
 (%)

	 21 November 2009
	  	28,500,000.00	  	3 Month USD LIBOR	  	2.740
	 21 February 2010
	  	28,500,000.00	  	3 Month USD LIBOR	  	2.740
	 21 May 2010
	  	28,500,000.00	  	3 Month USD LIBOR	  	2.740
	 21 August 2010
	  	28,500,000.00	  	3 Month USD LIBOR	  	2.740
	 21 November 2010
	  	28,500,000.00	  	3 Month USD LIBOR	  	2.740

  

 Amended and Restated Credit Agreement – Schedule 7.22, Page 3 







 2.8. Confirmation dated October 17, 2008 by and between The Royal Bank of Scotland, plc
and Constellation Energy Partners LLC. Interest Rate Swap amounts and pricing under this Confirmation are below: 
  

							
	 Settlement Period
	  	 Notional Amount
 per Calculation
 Period ($)
	  	 Floating Price
 (%)
	  	 Fixed Price
 (%)

	 21 December 2009
	  	11,000,000.00	  	3 Month USD LIBOR	  	2.660
	 21 March 2010
	  	11,000,000.00	  	3 Month USD LIBOR	  	2.660
	 21 June 2010
	  	11,000,000,00	  	3 Month USD LIBOR	  	2.660
	 21 September 2010
	  	11,000,000,00	  	3 Month USD LIBOR	  	2.660
	 21 December 2010
	  	11,000,000,00	  	3 Month USD LIBOR	  	2.660

 3. Commodity Swaps7 
 3.1 NYMEX 
  

					
	     Calculation
         Period
	  	 Notional Quantity per
 Calculation Period
 (MMBTU)
	  	 Fixed Price
 (USD per
 MMBTU)

	 October 2009
	  	1,036,250	  	8.454
	 November 2009
	  	1,107,500	  	7.918
	 December 2009
	  	1,091,250	  	7.743
	 January 2010
	  	995,000	  	8.284
	 February 2010
	  	980,000	  	8.425
	 March 2010
	  	975,000	  	8.235
	 April 2010
	  	950,000	  	8.232
	 May 2010
	  	975,000	  	8.235
	 June 2010
	  	950,000	  	8.232
	 July 2010
	  	897,500	  	8.132
	 August 2010
	  	897,500	  	8.132
	 September 2010
	  	875,000	  	8.130
	 October 2010
	  	897,500	  	8.132
	 November 2010
	  	875,000	  	8.130
	 December 2010
	  	927,500	  	8.190
	 January 2011
	  	825,000	  	8.553
	 February 2011
	  	750,000	  	8.556
	 March 2011
	  	825,000	  	8.553
	 April 2011
	  	800,000	  	8.554
	 May 2011
	  	825,000	  	8.553
	 June 2011
	  	800,000	  	8.554
	 July 2011
	  	747,500	  	8.454

  

	7	 Notional quantities and pricing shown in aggregate; details of individual Confirmations are provided in Section 4 of this Schedule 7.22.



  

 Amended and Restated Credit Agreement – Schedule 7.22, Page 4 








					
	 August 2011
	  	747,500	  	8.454
	 September 2011
	  	725,000	  	8.456
	 October 2011
	  	747,500	  	8.454
	 November 2011
	  	725,000	  	8.456
	 December 2011
	  	747,500	  	8.454
	 January 2012
	  	757,500	  	8.337
	 February 2012
	  	712,500	  	8.340
	 March 2012
	  	757,500	  	8.337
	 April 2012
	  	735,000	  	8.338
	 May 2012
	  	757,500	  	8.337
	 June 2012
	  	735,000	  	8.338
	 July 2012
	  	757,500	  	8.337
	 August 2012
	  	757,500	  	8.337
	 September 2012
	  	735,000	  	8.338
	 October 2012
	  	757,500	  	8.337
	 November 2012
	  	735,000	  	8.338
	 December 2012
	  	757,500	  	8.337
	 January 2013
	  	697,500	  	7.331
	 February 2013
	  	630,000	  	7.331
	 March 2013
	  	697,500	  	7.331
	 April 2013
	  	675,000	  	7.331
	 May 2013
	  	697,500	  	7.331
	 June 2013
	  	675,000	  	7.331
	 July 2013
	  	697,500	  	7.331
	 August 2013
	  	697,500	  	7.331
	 September 2013
	  	675,000	  	7.331
	 October 2013
	  	697,500	  	7.331
	 November 2013
	  	675,000	  	7.331
	 December 2013
	  	697,500	  	7.331
	 January 2014
	  	542,500	  	7.030
	 February 2014
	  	490,000	  	7.030
	 March 2014
	  	542,500	  	7.030
	 April 2014
	  	525,000	  	7.030
	 May 2014
	  	542,500	  	7.030
	 June 2014
	  	525,000	  	7.030
	 July 2014
	  	542,500	  	7.030
	 August 2014
	  	542,500	  	7.030
	 September 2014
	  	525,000	  	7.030
	 October 2014
	  	542,500	  	7.030
	 November 2014
	  	525,000	  	7.030
	 December 2014
	  	542,500	  	7.030

  

 Amended and Restated Credit Agreement – Schedule 7.22, Page 5 







 3.2. CenterPoint Energy Gas Transmission (East) Inside FERC 1st of the Month 
  

					
	     Calculation
         Period
	  	 Notional Quantity per
 Calculation Period
 (MMBTU)
	  	 Fixed Price
 (USD per
 MMBTU)

	 October 2009
	  	77,500	  	8.113
	 November 2009
	  	75,000	  	8.113
	 December 2009
	  	77,500	  	8.113
	 January 2010
	  	60,000	  	7.908
	 February 2010
	  	60,000	  	7.908
	 March 2010
	  	60,000	  	7.908
	 April 2010
	  	60,000	  	7.908
	 May 2010
	  	60,000	  	7.908
	 June 2010
	  	60,000	  	7.908
	 July 2010
	  	60,000	  	7.908
	 August 2010
	  	60,000	  	7.908
	 September 2010
	  	60,000	  	7.908
	 October 2010
	  	60,000	  	7.908
	 November 2010
	  	60,000	  	7.908
	 December 2010
	  	60,000	  	7.908
	 January 2011
	  	60,000	  	7.928
	 February 2011
	  	60,000	  	7.928
	 March 2011
	  	60,000	  	7.928
	 April 2011
	  	60,000	  	7.928
	 May 2011
	  	60,000	  	7.928
	 June 2011
	  	60,000	  	7.928
	 July 2011
	  	60,000	  	7.928
	 August 2011
	  	60,000	  	7.928
	 September 2011
	  	60,000	  	7.928
	 October 2011
	  	60,000	  	7.928
	 November 2011
	  	60,000	  	7.928
	 December 2011
	  	60,000	  	7.928

 3.3. CenterPoint Energy Gas Transmission (East) Inside FERC 1st of the Month (Basis)

  

					
	 Calculation
 Period
	  	 Notional Quantity per
 Calculation Period
 (MMBTU)
	  	 Basis Differential
 (USD per
 MMBTU)

	 October 2009
	  	147,500	  	0.941
	 November 2009
	  	145,000	  	0.942
	 December 2009
	  	147,500	  	0.941
	 January 2010
	  	245,000	  	0.633
	 February 2010
	  	230,000	  	0.647
	 March 2010
	  	245,000	  	0.633
	 April 2010
	  	90,000	  	1.000
	 May 2010
	  	90,000	  	1.000
	 June 2010
	  	90,000	  	1.000
	 July 2010
	  	90,000	  	1.000
	 August 2010
	  	90,000	  	1.000
	 September 2010
	  	90,000	  	1.000
	 October 2010
	  	90,000	  	1.000
	 November 2010
	  	90,000	  	1.000
	 December 2010
	  	90,000	  	1.000

  

 Amended and Restated Credit Agreement – Schedule 7.22, Page 6 







 3.4. Natural Gas Pipeline Co. of America (Midcontinent) Inside FERC 1st of the Month (Basis)

  

					
	 Calculation
 Period
	  	 Notional Quantity per
 Calculation Period
 (MMBTU)
	  	 Basis Differential
 (USD per
 MMBTU)

	 October 2009
	  	77,500	  	1.000
	 November 2009
	  	75,000	  	1.000
	 December 2009
	  	77,500	  	1.000
	 January 2010
	  	77,500	  	1.000
	 February 2010
	  	70,000	  	1.000
	 March 2010
	  	77,500	  	1.000
	 April 2010
	  	75,000	  	1.000
	 May 2010
	  	77,500	  	1.000
	 June 2010
	  	75,000	  	1.000
	 July 2010
	  	77,500	  	1.000
	 August 2010
	  	77,500	  	1.000
	 September 2010
	  	75,000	  	1.000
	 October 2010
	  	77,500	  	1.000
	 November 2010
	  	75,000	  	1.000
	 December 2010
	  	77,500	  	1.000

 3.5. Oneok Gas Transportation (OK) Inside FERC 1st of the Month (Basis) 

 

					
	 Calculation
 Period
	  	 Notional Quantity per
 Calculation Period
 (MMBTU)
	  	 Basis Differential
 (USD per
 MMBTU)

	 October 2009
	  	155,000	  	1.046
	 November 2009
	  	150,000	  	1.046
	 December 2009
	  	155,000	  	1.046
	 January 2010
	  	155,000	  	0.873
	 February 2010
	  	140,000	  	0.873
	 March 2010
	  	155,000	  	0.873
	 April 2010
	  	150,000	  	0.873
	 May 2010
	  	155,000	  	0.873
	 June 2010
	  	150,000	  	0.873
	 July 2010
	  	155,000	  	0.873
	 August 2010
	  	155,000	  	0.873
	 September 2010
	  	150,000	  	0.873
	 October 2010
	  	155,000	  	0.873
	 November 2010
	  	150,000	  	0.873
	 December 2010
	  	155,000	  	0.873
	 January 2011
	  	97,500	  	0.741
	 February 2011
	  	90,000	  	0.741
	 March 2011
	  	97,500	  	0.741
	 April 2011
	  	95,000	  	0.741

  

 Amended and Restated Credit Agreement – Schedule 7.22, Page 7 








					
	 May 2011
	  	97,500	  	0.741
	 June 2011
	  	95,000	  	0.741
	 July 2011
	  	97,500	  	0.741
	 August 2011
	  	97,500	  	0.741
	 September 2011
	  	95,000	  	0.741
	 October 2011
	  	97,500	  	0.741
	 November 2011
	  	95,000	  	0.741
	 December 2011
	  	97,500	  	0.741
	 January 2012
	  	20,000	  	0.725
	 February 2012
	  	20,000	  	0.725
	 March 2012
	  	20,000	  	0.725
	 April 2012
	  	20,000	  	0.725
	 May 2012
	  	20,000	  	0.725
	 June 2012
	  	20,000	  	0.725
	 July 2012
	  	20,000	  	0.725
	 August 2012
	  	20,000	  	0.725
	 September 2012
	  	20,000	  	0.725
	 October 2012
	  	20,000	  	0.725
	 November 2012
	  	20,000	  	0.725
	 December 2012
	  	20,000	  	0.725

 3.6. Panhandle Eastern Pipe Line (TX/OK) Inside FERC 1st of the Month (Basis)

  

					
	 Calculation
 Period
	  	 Notional Quantity per
 Calculation Period
 (MMBTU)
	  	 Basis Differential
 (USD per
 MMBTU)

	 October 2009
	  	80,000	  	1.000
	 November 2009
	  	80,000	  	1.000
	 December 2009
	  	80,000	  	1.000
	 January 2010
	  	90,000	  	1.000
	 February 2010
	  	90,000	  	1.000
	 March 2010
	  	90,000	  	1.000
	 April 2010
	  	90,000	  	1.000
	 May 2010
	  	90,000	  	1.000
	 June 2010
	  	90,000	  	1.000
	 July 2010
	  	90,000	  	1.000
	 August 2010
	  	90,000	  	1.000
	 September 2010
	  	90,000	  	1.000
	 October 2010
	  	90,000	  	1.000
	 November 2010
	  	90,000	  	1.000
	 December 2010
	  	90,000	  	1.000

  

 Amended and Restated Credit Agreement – Schedule 7.22, Page 8 







 3.7. Southern Star Central Gas Pipeline (TX/OK/KS) Inside FERC 1st of the Month (Basis)

  

					
	 Calculation
 Period
	  	 Notional Quantity per
 Calculation Period
 (MMBTU)
	  	 Basis Differential
 (USD per
 MMBTU)

	 October 2009
	  	224,500	  	1.032
	 November 2009
	  	222,000	  	1.031
	 December 2009
	  	224,500	  	1.032
	 January 2010
	  	119,000	  	1.000
	 February 2010
	  	119,000	  	1.000
	 March 2010
	  	119,000	  	1.000
	 April 2010
	  	119,000	  	1.000
	 May 2010
	  	119,000	  	1.000
	 June 2010
	  	119,000	  	1.000
	 July 2010
	  	119,000	  	1.000
	 August 2010
	  	20,000	  	1.000
	 September 2010
	  	20,000	  	1.000
	 October 2010
	  	20,000	  	1.000
	 November 2010
	  	20,000	  	1.000
	 December 2010
	  	20,000	  	1.000
	 January 2011
	  	360,000	  	0.776
	 February 2011
	  	330,000	  	0.776
	 March 2011
	  	360,000	  	0.776
	 April 2011
	  	350,000	  	0.776
	 May 2011
	  	360,000	  	0.776
	 June 2011
	  	350,000	  	0.776
	 July 2011
	  	282,500	  	0.775
	 August 2011
	  	282,500	  	0.775
	 September 2011
	  	275,000	  	0.775
	 October 2011
	  	282,500	  	0.775
	 November 2011
	  	275,000	  	0.775
	 December 2011
	  	282,500	  	0.775
	 January 2012
	  	370,000	  	0.645
	 February 2012
	  	350,000	  	0.645
	 March 2012
	  	370,000	  	0.645
	 April 2012
	  	360,000	  	0.645
	 May 2012
	  	370,000	  	0.645
	 June 2012
	  	360,000	  	0.645
	 July 2012
	  	370,000	  	0.645
	 August 2012
	  	370,000	  	0.645
	 September 2012
	  	360,000	  	0.645
	 October 2012
	  	370,000	  	0.645
	 November 2012
	  	360,000	  	0.645
	 December 2012
	  	370,000	  	0.645

  

 Amended and Restated Credit Agreement – Schedule 7.22, Page 9 







 4.0. Mark-to-market information for the Swap Agreements listed above: 
 Interest Rate Hedges 
  

																							
	 Trade
 Date
	  	 CP
	  	CEP
Confirm	  	 Hedge Type
	  	Start
Date	  	End
Date	  	Notional
Amount	  	Fixed
Price	 	 	ITM (OTM)	 	 	Included
In Section
	 01-Dec-06
	  	RBS	  	16085	  	Interest Rate Swap	  	Dec-06	  	Feb-10	  	$	16,500,000	  	4.740	% 	 	$	(371,615	) 	 	2.1
	 15-May-07
	  	BNP	  	17858	  	Interest Rate Swap	  	May-07	  	Sep-10	  	$	45,000,000	  	4.964	% 	 	$	(1,992,151	) 	 	2.4
	 17-Aug-07
	  	BNP	  	19305	  	Interest Rate Swap	  	Oct-07	  	Oct-10	  	$	29,500,000	  	4.805	% 	 	$	(1,560,046	) 	 	2.5
	 18-Oct-07
	  	RBS	  	20271	  	Interest Rate Swap	  	Jan-08	  	Oct-10	  	$	7,500,000	  	4.560	% 	 	$	(373,733	) 	 	2.2
	 18-Oct-07
	  	RBS	  	20270	  	Interest Rate Swap	  	Nov-07	  	Aug-10	  	$	11,000,000	  	4.580	% 	 	$	(450,172	) 	 	2.3
	 17-Oct-08
	  	RBS	  	27014	  	Interest Rate Swap	  	Oct-08	  	Oct-10	  	$	19,000,000	  	2.910	% 	 	$	(549,915	) 	 	2.6
	 17-Oct-08
	  	RBS	  	27013	  	Interest Rate Swap	  	Nov-08	  	Aug-10	  	$	28,500,000	  	2.740	% 	 	$	(638,307	) 	 	2.7
	 17-Oct-08
	  	RBS	  	27012	  	Interest Rate Swap	  	Dec-08	  	Sep-10	  	$	11,000,000	  	2.660	% 	 	$	(231,976	) 	 	2.8

 Commodity Hedges 
  

																							
	 Trade
 Date
	  	 CP
	  	CEP
Confirm	  	 Hedge Type
	  	Start
Date	  	End
Date	  	Volume To
Term
(MMbtu)	 	 	Fixed
Price
($/MMBtu)	  	ITM (OTM)	 	 	Included
Section
	 28-Jun-06
	  	RBS	  	sws3kjv	  	NYMEX Swap	  	Jan-09	  	Dec-09	  	825,000	  	 	$	8.400	  	$	3,012,063	  	 	3.1
	 08-Mar-07
	  	RBS	  	sws59yn	  	NYMEX Swap	  	Jan-09	  	Dec-09	  	210,000	  	 	$	8.020	  	$	 686,925	  	 	3.1
	 09-Mar-07
	  	BNP	  	sws5a0c	  	NYMEX Swap	  	Jan-09	  	Dec-09	  	240,000	  	 	$	8.020	  	$	 785,057	  	 	3.1
	 09-Mar-07
	  	BNP	  	sws5a0d	  	NYMEX Swap	  	Jan-10	  	Dec-10	  	1,080,000	  	 	$	7.750	  	$	1,665,107	  	 	3.1
	 09-Mar-07
	  	BNP	  	sws5a0e	  	NYMEX Swap	  	Jan-10	  	Dec-10	  	1,080,000	  	 	$	7.750	  	$	1,665,107	  	 	3.1
	 13-Jul-07
	  	BNP	  	sws98ec	  	NYMEX Swap	  	Aug-07	  	Dec-10	  	4,153,500	  	 	$	8.055	  	$	7,915,428	  	 	3.1
	 13-Jul-07
	  	BNP	  	sws98eh	  	NYMEX Swap	  	Aug-07	  	Dec-10	  	984,000	  	 	$	8.055	  	$	2,399,484	  	 	3.1
	 03-Aug-07
	  	BNP	  	sws98e9	  	NYMEX Swap	  	Sep-07	  	Dec-10	  	537,000	  	 	$	8.210	  	$	1,130,612	  	 	3.1
	 03-Aug-07
	  	BNP	  	sws98ea	  	NYMEX Swap	  	Sep-07	  	Dec-10	  	1,748,000	  	 	$	8.210	  	$	4,109,062	  	 	3.1
	 11-Feb-08
	  	BNP	  	sws79cy	  	NYMEX Swap	  	Jan-09	  	Dec-09	  	230,000	  	 	$	8.810	  	$	 934,237	  	 	3.1
	 11-Feb-08
	  	BNP	  	sws79cz	  	NYMEX Swap	  	Jan-10	  	Dec-10	  	912,500	  	 	$	8.550	  	$	2,132,638	  	 	3.1
	 11-Feb-08
	  	RBS	  	sws79d0	  	NYMEX Swap	  	Jan-09	  	Dec-09	  	150,000	  	 	$	8.795	  	$	 606,884	  	 	3.1
	 11-Feb-08
	  	RBS	  	sws79d1	  	NYMEX Swap	  	Jan-11	  	Dec-11	  	1,825,000	  	 	$	8.365	  	$	2,702,599	  	 	3.1
	 11-Feb-08
	  	RBS	  	sws79d3	  	NYMEX Swap	  	Jan-11	  	Dec-11	  	1,825,000	  	 	$	8.350	  	$	2,675,753	  	 	3.1
	 11-Feb-08
	  	BNP	  	sws79dj	  	NYMEX Swap	  	Jan-12	  	Dec-12	  	1,830,000	  	 	$	8.303	  	$	2,313,424	  	 	3.1
	 11-Feb-08
	  	BNP	  	sws79dl	  	NYMEX Swap	  	Jan-12	  	Dec-12	  	1,830,000	  	 	$	8.290	  	$	2,291,610	  	 	3.1
	 14-Feb-08
	  	BNP	  	sws7am7	  	NYMEX Swap	  	Jan-12	  	Dec-12	  	1,830,000	  	 	$	8.350	  	$	2,396,314	  	 	3.1
	 14-Feb-08
	  	BNP	  	sws7am8	  	NYMEX Swap	  	Jan-11	  	Dec-11	  	1,825,000	  	 	$	8.400	  	$	2,765,241	  	 	3.1
	 15-Feb-08
	  	BNP	  	sws7ayw	  	NYMEX Swap	  	Jan-12	  	Dec-12	  	915,000	  	 	$	8.350	  	$	1,198,157	  	 	3.1
	 15-Feb-08
	  	BNP	  	sws7ayx	  	NYMEX Swap	  	Jan-11	  	Dec-11	  	1,825,000	  	 	$	8.350	  	$	2,675,753	  	 	3.1
	 09-Apr-08
	  	BNP	  	sws7sn6	  	NYMEX Swap	  	Jan-09	  	Dec-09	  	230,000	  	 	$	9.670	  	$	1,131,993	  	 	3.1
	 09-Apr-08
	  	BNP	  	sws7sn7	  	NYMEX Swap	  	Jan-10	  	Dec-10	  	912,500	  	 	$	9.010	  	$	2,550,791	  	 	3.1
	 09-Apr-08
	  	RBS	  	sws7snh	  	NYMEX Swap	  	Jan-12	  	Dec-12	  	915,000	  	 	$	8.730	  	$	1,529,717	  	 	3.1
	 09-Apr-08
	  	SocGen	  	sws7so5	  	NYMEX Swap	  	Jan-09	  	Dec-09	  	230,000	  	 	$	9.680	  	$	1,134,292	  	 	3.1
	 09-Apr-08
	  	SocGen	  	sws7so6	  	NYMEX Swap	  	Jan-10	  	Dec-10	  	912,500	  	 	$	9.015	  	$	2,555,336	  	 	3.1
	 09-Apr-08
	  	SocGen	  	sws7so9	  	NYMEX Swap	  	Jan-10	  	Dec-10	  	240,000	  	 	$	9.015	  	$	 672,474	  	 	3.1
	 09-Apr-08
	  	SocGen	  	sws7soe	  	NYMEX Swap	  	Jan-11	  	Dec-11	  	912,500	  	 	$	8.800	  	$	1,740,574	  	 	3.1
	 09-Apr-08
	  	SocGen	  	sws7sog	  	NYMEX Swap	  	Jan-11	  	Dec-11	  	360,000	  	 	$	8.820	  	$	 693,167	  	 	3.1
	 09-Apr-08
	  	SocGen	  	sws7soh	  	NYMEX Swap	  	Jan-12	  	Dec-12	  	915,000	  	 	$	8.755	  	$	1,551,531	  	 	3.1
	 09-Apr-08
	  	SocGen	  	sws7soi	  	NYMEX Swap	  	Jan-12	  	Dec-12	  	915,000	  	 	$	8.770	  	$	1,564,618	  	 	3.1
	 09-Apr-08
	  	SocGen	  	sws7sok	  	NYMEX Swap	  	Jan-12	  	Dec-12	  	915,000	  	 	$	8.750	  	$	1,547,168	  	 	3.1
	 09-Apr-08
	  	SocGen	  	sws7sol	  	NYMEX Swap	  	Jan-12	  	Dec-12	  	720,000	  	 	$	8.745	  	$	1,213,505	  	 	3.1
	 29-Apr-08
	  	SocGen	  	swp811h	  	NYMEX Swap	  	Jan-09	  	Dec-09	  	(60,000	) 	 	$	10.395	  	$	 (338,732	) 	 	3.1
	 29-Apr-08
	  	SocGen	  	swp811j	  	NYMEX Swap	  	Dec-09	  	Dec-09	  	(30,000	) 	 	$	10.490	  	$	 (144,417	) 	 	3.1
	 29-Apr-08
	  	BNP	  	swp8121	  	NYMEX Swap	  	Jul-10	  	Dec-10	  	(460,000	) 	 	$	9.420	  	$	(1,359,001	) 	 	3.1
	 29-Apr-08
	  	BNP	  	swp812a	  	NYMEX Swap	  	Nov-09	  	Nov-09	  	(30,000	) 	 	$	10.140	  	$	 (158,932	) 	 	3.1
	 29-Apr-08
	  	BNP	  	swp812b	  	NYMEX Swap	  	Dec-09	  	Dec-09	  	(70,000	) 	 	$	10.490	  	$	 (336,972	) 	 	3.1

  

 Amended and Restated Credit Agreement – Schedule 7.22, Page 10 








																							
	 29-Apr-08
	  	SocGen	  	sws811i	  	NYMEX Swap	  	Jan-11	  	Dec-11	  	240,000	  	 	$	9.300	  	$	 575,093	  	 	3.1
	 29-Apr-08
	  	SocGen	  	sws811k	  	NYMEX Swap	  	Dec-10	  	Dec-10	  	30,000	  	 	$	9.910	  	$	 84,304	  	 	3.1
	 29-Apr-08
	  	BNP	  	sws8126	  	NYMEX Swap	  	Jan-11	  	Jun-11	  	452,500	  	 	$	9.500	  	$	 1,178,990	  	 	3.1
	 29-Apr-08
	  	BNP	  	sws812c	  	NYMEX Swap	  	Jan-10	  	Jan-10	  	20,000	  	 	$	10.690	  	$	 94,426	  	 	3.1
	 29-Apr-08
	  	BNP	  	sws812d	  	NYMEX Swap	  	Feb-10	  	Feb-10	  	80,000	  	 	$	10.650	  	$	 372,321	  	 	3.1
	 30-Apr-08
	  	BNP	  	swp82i2	  	NYMEX Swap	  	Jan-12	  	Dec-12	  	(1,830,000	) 	 	$	9.260	  	$	(3,984,314	) 	 	3.1
	 30-Apr-08
	  	BNP	  	sws82i3	  	NYMEX Swap	  	Jan-13	  	Dec-13	  	1,825,000	  	 	$	9.160	  	$	 3,553,427	  	 	3.1
	 14-Jul-09
	  	Scotia	  	swsblv5	  	NYMEX Swap	  	Jan-13	  	Dec-13	  	3,650,000	  	 	$	6.800	  	$	 (818,352	) 	 	3.1
	 14-Jul-09
	  	RBS	  	swsblv6	  	NYMEX Swap	  	Jan-14	  	Dec-14	  	3,650,000	  	 	$	7.060	  	$	 (302,302	) 	 	3.1
	 14-Jul-09
	  	Calyon	  	swsblva	  	NYMEX Swap	  	Jan-14	  	Dec-14	  	2,737,500	  	 	$	6.990	  	$	 (396,120	) 	 	3.1
	 14-Jul-09
	  	Calyon	  	swsblvb	  	NYMEX Swap	  	Jan-13	  	Dec-13	  	2,737,500	  	 	$	6.820	  	$	 (563,392	) 	 	3.1
	 01-Sep-09
	  	Calyon	  	swsbstl	  	NYMEX Swap	  	Dec-09	  	Dec-09	  	155,000	  	 	$	4.765	  	$	 (140,833	) 	 	3.1
	 01-Sep-09
	  	Scotia	  	swsbstm	  	NYMEX Swap	  	Nov-09	  	Nov-09	  	120,000	  	 	$	3.955	  	$	 (106,295	) 	 	3.1
	 20-Feb-08
	  	BNP	  	sws7bqf	  	CEGTEIF1 Swap	  	Jan-09	  	Dec-09	  	115,000	  	 	$	8.113	  	$	 637,337	  	 	3.2
	 20-Feb-08
	  	BNP	  	sws7bqg	  	CEGTEIF1 Swap	  	Jan-10	  	Dec-10	  	360,000	  	 	$	7.908	  	$	 770,614	  	 	3.2
	 20-Feb-08
	  	BNP	  	sws7bqh	  	CEGTEIF1 Swap	  	Jan-11	  	Dec-11	  	360,000	  	 	$	7.928	  	$	 552,175	  	 	3.2
	 20-Feb-08
	  	SocGen	  	sws7bsn	  	CEGTEIF1 Swap	  	Jan-09	  	Dec-09	  	115,000	  	 	$	8.113	  	$	 637,337	  	 	3.2
	 20-Feb-08
	  	SocGen	  	sws7bso	  	CEGTEIF1 Swap	  	Jan-10	  	Dec-10	  	360,000	  	 	$	7.908	  	$	 770,614	  	 	3.2
	 20-Feb-08
	  	SocGen	  	sws7bsp	  	CEGTEIF1 Swap	  	Jan-11	  	Dec-11	  	360,000	  	 	$	7.928	  	$	 552,175	  	 	3.2
	 28-Nov-07
	  	BNP	  	sws6zmy	  	CEGTEIF1 BD Swap	  	Jan-09	  	Dec-09	  	210,000	  	 	$	1.000	  	$	 (182,939	) 	 	3.3
	 28-Nov-07
	  	BNP	  	sws6zn1	  	CEGTEIF1 BD Swap	  	Jan-10	  	Dec-10	  	1,080,000	  	 	$	1.000	  	$	 (598,337	) 	 	3.3
	 10-Apr-08
	  	BNP	  	sws7t9o	  	CEGTEIF1 BD Swap	  	Jan-09	  	Dec-09	  	230,000	  	 	$	0.888	  	$	 (164,982	) 	 	3.3
	 01-Sep-09
	  	Calyon	  	swsbstp	  	CEGTEIF1 BD Swap	  	Jan-10	  	Mar-10	  	450,000	  	 	$	0.420	  	$	 (37,984	) 	 	3.3
	 28-Nov-07
	  	BNP	  	sws98dz	  	NGPLIF1 BD Swap	  	Jan-08	  	Dec-10	  	1,142,500	  	 	$	1.000	  	$	 (722,328	) 	 	3.4
	 28-Nov-07
	  	BNP	  	sws98dy	  	OGTIF1 BD Swap	  	Jan-08	  	Dec-10	  	1,142,500	  	 	$	1.000	  	$	 (734,887	) 	 	3.5
	 10-Apr-08
	  	BNP	  	sws7t9n	  	OGTIF1 BD Swap	  	Jan-09	  	Dec-09	  	230,000	  	 	$	1.093	  	$	 (233,794	) 	 	3.5
	 05-Feb-09
	  	SocGen	  	swsau0x	  	OGTIF1 BD Swap	  	Jan-10	  	Dec-11	  	1,825,000	  	 	$	0.745	  	$	 (568,057	) 	 	3.5
	 05-Feb-09
	  	SocGen	  	swsau0y	  	OGTIF1 BD Swap	  	Jan-11	  	Dec-12	  	480,000	  	 	$	0.725	  	$	 (128,564	) 	 	3.5
	 28-Nov-07
	  	BNP	  	sws6zn6	  	PEPLIF1 BD Swap	  	Jan-09	  	Dec-09	  	240,000	  	 	$	1.000	  	$	 (215,631	) 	 	3.6
	 28-Nov-07
	  	BNP	  	sws6zn9	  	PEPLIF1 BD Swap	  	Jan-10	  	Dec-10	  	1,080,000	  	 	$	1.000	  	$	 (574,831	) 	 	3.6
	 28-Nov-07
	  	BNP	  	sws6zmd	  	SSCGPIF1 BD Swap	  	Jan-10	  	Dec-10	  	240,000	  	 	$	1.000	  	$	 (147,463	) 	 	3.7
	 28-Nov-07
	  	BNP	  	sws6zme	  	SSCGPIF1 BD Swap	  	Jan-09	  	Dec-09	  	150,000	  	 	$	1.000	  	$	 (149,516	) 	 	3.7
	 28-Nov-07
	  	BNP	  	sws98e3	  	SSCGPIF1 BD Swap	  	Dec-07	  	Dec-10	  	984,000	  	 	$	1.000	  	$	 (748,979	) 	 	3.7
	 10-Apr-08
	  	BNP	  	sws7t9p	  	SSCGPIF1 BD Swap	  	Jan-09	  	Dec-09	  	230,000	  	 	$	1.093	  	$	 (256,314	) 	 	3.7
	 17-Oct-08
	  	BNP	  	swsac18	  	SSCGPIF1 BD Swap	  	Jan-11	  	Dec-11	  	2,737,500	  	 	$	0.775	  	$	 (730,787	) 	 	3.7
	 17-Oct-08
	  	BNP	  	swsac19	  	SSCGPIF1 BD Swap	  	Jan-11	  	Dec-11	  	600,000	  	 	$	0.775	  	$	 (160,599	) 	 	3.7
	 17-Oct-08
	  	BNP	  	swsac1a	  	SSCGPIF1 BD Swap	  	Jan-12	  	Dec-12	  	3,660,000	  	 	$	0.645	  	$	 (388,848	) 	 	3.7
	 17-Oct-08
	  	BNP	  	swsac1b	  	SSCGPIF1 BD Swap	  	Jan-12	  	Dec-12	  	720,000	  	 	$	0.645	  	$	 (76,218	) 	 	3.7
	 17-Oct-08
	  	SocGen	  	swsac1c	  	SSCGPIF1 BD Swap	  	Jan-11	  	Jun-11	  	452,500	  	 	$	0.780	  	$	 (130,843	) 	 	3.7

  

 Amended and Restated Credit Agreement – Schedule 7.22, Page 11