Fourth Amendment to Credit Agreement


 Exhibit 10.1 
 Exeution Version 
 FOURTH AMENDMENT TO CREDIT AGREEMENT

 THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 20, 2012, is
made by and among QRE OPERATING, LLC, a Delaware limited liability company (“Borrower”); QR ENERGY, LP, a Delaware limited partnership (“QRE MLP”); QRE GP, LLC, a Delaware limited liability
company (“General Partner”); WELLS FARGO BANK, NATIONAL ASSOCIATION (in its individual capacity, “Wells Fargo”) as administrative agent (in such capacity, together with its successors in such capacity, the
“Administrative Agent”) for the financial institutions (collectively the “Lenders”) party to the hereinafter-defined Credit Agreement; and the undersigned Lenders. 

W I T N E S S E T H: 

WHEREAS, Borrower, QRE MLP, General Partner, the Administrative Agent and the Lenders entered into a Credit Agreement dated as of
December 17, 2010, as amended by that certain First Amendment to Credit Agreement, dated as of October 3, 2011, that certain Second Amendment to Credit Agreement, dated as of March 16, 2012, and that certain Third Amendment to Credit
Agreement, dated as of April 11, 2012 (as so amended, and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); 

NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties herein set forth, and for
other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Borrower, the Administrative Agent and the undersigned Lenders do hereby agree as follows: 

1. Amendments to Credit Agreement. 
 (a) Section 1.02 of the Credit Agreement is hereby amended as follows: 
 (i) The definition of “Agreement” is amended and restated in its entirety as follows: 
 “Agreement” means this Credit Agreement, as the same may from time to time be amended, modified, supplemented or restated, including, without limitation, by the First Amendment, the
Second Amendment, the Third Amendment and the Fourth Amendment. 
 (ii) The definition of “Total
Debt” is amended and restated in its entirety as follows: 
 “Total Debt” means, at any date, all Debt
(excluding, to the extent permitted under Section 9.02(b), all surety or other bonds and similar instruments as well as the undrawn amount of any outstanding Letters of Credit) of QRE MLP and its Consolidated Subsidiaries on a
consolidated basis. 






 (iii) The definition of “LC Commitment” is amended and
restated in its entirety as follows: 
 “LC Commitment” means, at any time, $30,000,000. 

(iv) By adding the following defined terms in appropriate alphabetical order: 

“Danmark Transactions” means the consummation of the acquisition from Danmark East Texas Field L.P. and Danmark
Operating Company LLC, and delivery of the Danmark Transaction Documents, each in form and substance satisfactory to the Administrative Agent. 
 “Danmark Transaction Documents” means the agreements and instruments described or referred to on Schedule I to the Fourth Amendment and all other agreements, instruments or
documents entered into on or before the Fourth Amendment Effective Date in connection with the foregoing. 
 “Danmark
Transaction Properties” means all Property proposed to be acquired by QRE MLP, the Borrower or its Subsidiaries on or before the Fourth Amendment Effective Date pursuant to the Danmark Transaction Documents. 

“Fourth Amendment” means that certain Fourth Amendment to Credit Agreement dated as of December 20, 2012, by and
among Borrower, QRE MLP, General Partner, the Administrative Agent and the Lenders. 
 “Fourth Amendment Effective
Date” means the date on which the conditions specified in Section 2 of the Fourth Amendment are satisfied (or waived by each Lender in accordance with Section 12.02). 

“Jay Transactions” means the transactions pursuant to which the Jay Transaction Properties will be transferred from each
of Quantum Resources A1, LP, QAB Carried WI, LP, QAC Carried WI, LP, and Black Diamond Resources, LLC to the Borrower and the execution and delivery of the Jay Transaction Documents, each in form and substance satisfactory to the Arrangers.

 “Jay Transaction Documents” means the agreements and instruments described or referred to on Schedule
II to the Fourth Amendment and all other agreements, instruments or documents entered into on or before the Fourth Amendment Effective Date in connection with the foregoing. 

“Jay Transaction Properties” means all Property proposed to be acquired by QRE MLP, the Borrower or its Subsidiaries on
or before the Fourth Amendment Effective Date pursuant to the Jay Transaction Documents. 

  
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 (b) Section 2.07(a) of the Credit Agreement is hereby amended by amending and
restating the first sentence thereof as follows: 
 “For the period from and including the Fourth Amendment Effective Date
to but excluding the first Redetermination Date to occur after such date, the amount of the Borrowing Base shall be $900,000,000.” 
 (c) Section 9.02(b) is hereby amended in its entirety as follows: 

“(b) Debt associated with bonds or surety obligations in connection with the operation of the Oil and Gas Properties in the
ordinary course of business; provided, however, that any such Debt associated with bonds or surety obligations shall not exceed $45,000,000.” 
 2. Conditions Precedent. This Amendment shall not become effective until the date on or before January 15, 2013 on which each of the following conditions is satisfied (or waived by each Lender
in accordance with Section 12.02 of the Credit Agreement): 
 (a) The Administrative Agent shall have received from
each party hereto counterparts (in such number as may be requested by the Administrative Agent) of this Amendment signed on behalf of such party. 
 (b) The Administrative Agent, Wells Fargo Securities, LLC and the Lenders shall have received all commitment fees and all other fees and amounts due and payable on or prior to the Fourth Amendment
Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder (including, to the extent invoiced on or prior to the Fourth Amendment
Effective Date, the reasonable fees and expenses of Sidley Austin LLP, counsel to the Administrative Agent). 
 (c) The
Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary or a Responsible Officer setting forth (i) resolutions of its board of directors or managers or other relevant governing body with respect to the
authorization of the Borrower to execute and deliver this Amendment and to enter into the transactions contemplated by this Amendment, (ii) the officers of the General Partner (y) who are authorized to sign this Amendment and
(z) specimen signatures of such authorized officers, and (iii) all waivers, amendments, supplements or other modifications to any Organizational Documents of the General Partner and each Obligor, 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. 
 (d) The Administrative Agent shall have received a compliance certificate which shall be substantially in the form of Exhibit D to the Credit Agreement, duly and properly executed by a Responsible
Officer and dated as of the Fourth Amendment Effective Date. 

  
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 (e) The Administrative Agent shall have received (i) a certificate of a Responsible
Officer certifying: (A) that the Danmark Transactions have been consummated in accordance with applicable law and the terms of the Danmark Transaction Documents (with all of the material conditions precedent thereto having been satisfied by the
parties thereto); and (B) that no provision of the Danmark Transaction Documents have been waived, amended, supplemented or otherwise modified in any respect materially adverse to the Borrower, QRE MLP or the Lenders; (ii) a true and
complete executed copy of each of the Danmark Transaction Documents (including all amendments thereto); (iii) original counterparts or copies, certified as true and complete, of the assignments, deeds and leases for all of the Danmark
Transaction Properties; and (iv) such other related documents and information as the Administrative Agent shall have reasonably requested. 
 (f) The Administrative Agent shall have received (i) a certificate of a Responsible Officer certifying: (A) that the Jay Transactions are being concurrently consummated in accordance with
applicable law and the terms of the Jay Transaction Documents (with all of the material conditions precedent thereto having been satisfied by the parties thereto); (B) that no provision of the Jay Transaction Documents have been waived,
amended, supplemented or otherwise modified in any respect materially adverse to the Borrower, QRE MLP or the Lenders; and (C) that the sum of (1) the amount by which the Borrowing Base exceeds the Revolving Credit Exposures and
(2) Borrower’s unrestricted cash and cash equivalents, upon the Fourth Amendment Effective Date after giving effect to the consummation of the Jay Transactions, equals or exceeds $75,000,000; (ii) a true and complete executed copy of
each of the Jay Transaction Documents (including all amendments thereto); (iii) original counterparts or copies, certified as true and complete, of the assignments, deeds and leases for all of the Jay Transaction Properties; and (iv) such
other related documents and information as the Administrative Agent shall have reasonably requested. The Jay Transaction Documents shall be in form and substance satisfactory to the Administrative Agent. 

(g) The Administrative Agent shall have received (x) evidence that (1) any Liens on the Jay Transaction Properties shall be
released upon or prior to the consummation of the Jay Transactions and (2) any Liens on the Danmark Transaction Properties were released upon or prior to the consummation of the Danmark Transactions, and (y) all Lien releases,
UCC-3’s, or other documents or instruments necessary or desirable to effect such Lien releases shall have been executed and delivered to the Administrative Agent in form and substance satisfactory to the Administrative Agent. 

(h) The Administrative Agent shall be reasonably satisfied with the environmental condition of the Danmark Transaction Properties and the
Jay Transaction Properties. 
 (i) The Administrative Agent shall have received an opinion of (i) Latham Watkins L.L.P.,
special counsel to the Borrower, and (ii) local counsel for each state in which any Danmark Transaction Property or Jay Transaction Property is located, in each case in form and substance satisfactory to the Administrative Agent. 

(j) The Administrative Agent shall have received a certificate of a Responsible Officer certifying that the Borrower has received all
consents and approvals required by Section 7.03 of the Credit Agreement. 

  
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 (k) The Administrative Agent shall have received a Reserve Report with respect to the
Borrowing Base Properties, including the Danmark Transaction Properties and the Jay Transaction Properties, prepared by Internal Petroleum Engineers accompanied by a certificate signed by a Responsible Officer covering the matters described in
Section 8.12(c) of the Credit Agreement. 
 (l) 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 all Security Instruments that are determined by the Administrative Agent to be necessary or desirable in order to permit the Administrative Agent to be
reasonably satisfied that the Security Instruments will create upon recording first priority, perfected Liens (subject only to Excepted Liens identified in clauses (a) to (d) and (f) of the definition thereof, but subject to the
provisos at the end of such definition) on at least 80% of the total value of the proved Oil and Gas Properties evaluated in the Reserve Report delivered pursuant to clause (k) above. 

(m) The Administrative Agent shall have received the preliminary unaudited pro forma balance sheet of QRE MLP as of September 30,
2012. 
 (n) The Administrative Agent shall have received appropriate Uniform Commercial Code search certificates reflecting no
prior Liens encumbering the Properties of the Obligors for each of the following jurisdictions: Delaware and any other jurisdiction requested by the Administrative Agent; other than those being assigned or released on or prior to the Effective Date
or Liens permitted by Section 9.03 of the Credit Agreement. 
 (o) The Administrative Agent shall have received
copies of the hedging arrangements described on Schedule III attached hereto (the “Jay and Danmark Hedging Arrangements”). The Administrative Agent shall have received satisfactory evidence that such Jay and Danmark Hedging
Arrangements are fully effective on the Fourth Amendment Effective Date. 
 (p) The Administrative Agent shall have completed and
be satisfied with due diligence (including regarding business, financial, reserve, legal and environmental matters) relative to the Danmark Transactions, the Jay Transactions, the Danmark Transaction Properties, the Jay Transaction Properties, QRE
MLP, the Borrower, and the Subsidiaries. 
 (q) The Administrative Agent shall have received such other documents as the
Administrative Agent or special counsel to the Administrative Agent may reasonably request. 
 The Administrative Agent shall
notify the Borrower and the Lenders of the Fourth Amendment Effective Date, and such notice shall be conclusive and binding. 

3. Representations True; No Default. Borrower represents and warrants that the representations and warranties contained in the Loan
Documents are true and correct in all material respects (except that any such representations and warranties that are qualified by materiality shall be true and correct in all respects) on and as of the date hereof as though made on and as of such
date, except to the extent any such representation or warranty is expressly limited to an earlier date, in which case, on and as of the date hereof, such representation or warranty shall continue to be true and correct in all material
respects as of such specified earlier date. Borrower hereby certifies that no Default or Event of Default has occurred and is continuing. 

  
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 4. Ratification. Except as expressly amended hereby, the Loan Documents shall remain
in full force and effect. The Credit Agreement, as hereby amended, and all rights and powers created thereby or thereunder and under the other Loan Documents are in all respects ratified and confirmed and remain in full force and effect. 

5. Definitions and References. Any term used in this Amendment that is defined in the Credit Agreement shall have the meaning
therein ascribed to it. The terms “Agreement” and “Credit Agreement” as used in the Loan Documents or any other instrument, document or writing furnished to the Administrative Agent or the Lenders by the Borrower and referring to
the Credit Agreement shall mean the Credit Agreement as hereby amended. 
 6. Miscellaneous. This Amendment (a) shall
be binding upon and inure to the benefit of Borrower, the Administrative Agent and the Lenders and their respective successors and assigns (provided, however, no party may assign its rights hereunder except in accordance with the
Credit Agreement); (b) may be modified or amended only in accordance with the Credit Agreement; (c) may be executed in several counterparts, and by the parties hereto on separate counterparts, and each counterpart, when so executed and
delivered, shall constitute an original agreement, and all such separate counterparts shall constitute but one and the same agreement, and (d) together with the other Loan Documents, embodies the entire agreement and understanding between the
parties with respect to the subject matter hereof and supersedes all prior agreements, consents and understandings relating to such subject matter. Delivery of an executed counterpart of a signature page to this Amendment by telecopy or as an
attachment to an email shall be effective as delivery of a manually executed counterpart of this Amendment. 
 [Signature
Pages Follow] 

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

							
	BORROWER:	 		 	QRE OPERATING, LLC
				
		 		 	By:	 	/s/ Cedric W. Burgher
		 		 		 	Cedric W. Burgher,
		 		 		 	Chief Financial Officer


  
 Signature Page
to Fourth Amendment to Credit Agreement 








									
	QRE MLP:	 		 	QR ENERGY, LP
				
		 		 	By:	 	QRE GP, LLC
 its General Partner

					
		 		 		 	By:	 	/s/ Cedric W. Burgher
		 		 		 		 	Cedric W. Burgher,
		 		 		 		 	Chief Financial Officer


  
 Signature Page
to Fourth Amendment to Credit Agreement 








							
	GENERAL PARTNER:	 		 	QRE GP, LLC
				
		 		 	By:	 	/s/ Cedric W. Burgher
		 		 		 	Cedric W. Burgher,
		 		 		 	Chief Financial Officer


  
 Signature Page
to Fourth Amendment to Credit Agreement 








							
	 ADMINISTRATIVE AGENT
 AND
LENDER:
	 		 	 WELLS FARGO BANK, NATIONAL ASSOCIATION
 as Administrative Agent and a Lender

				
		 		 	By:	 	/s/ Todd Fogle
		 		 	Name:	 	Todd Fogle
		 		 	Title:	 	Vice President


  
 Signature Page
to Fourth Amendment to Credit Agreement 








							
	LENDER:	 		 	 JPMORGAN CHASE BANK, N.A.
 as a Lender

				
		 		 	By:	 	/s/ Jo Linda Papdakis
		 		 		 	Jo Linda Papadakis
		 		 		 	Authorized Officer


  
 Signature Page
to Fourth Amendment to Credit Agreement 








							
	LENDER:	 		 	ROYAL BANK OF CANADA
				
		 		 	By:	 	/s/ Kristan Spivey
		 		 	Name:	 	Kristan Spivey
		 		 	Title:	 	Authorized Signatory


  
 Signature Page
to Fourth Amendment to Credit Agreement 








							
	LENDER:	 		 	THE ROYAL BANK OF SCOTLAND plc
				
		 		 	By:	 	/s/ Sanjay Remond
		 		 	Name:	 	Sanjay Remond
		 		 	Title:	 	Director


  
 Signature Page
to Fourth Amendment to Credit Agreement 








							
	LENDER:	 		 	TORONTO DOMINION (NEW YORK) LLC
				
		 		 	By:	 	/s/ Debbi L. Brito
		 		 	Name:	 	Debbi L. Brito
		 		 	Title:	 	Authorized Signatory


  
 Signature Page
to Fourth Amendment to Credit Agreement 








							
	LENDER:	 		 	BANK OF AMERICA, N.A.
				
		 		 	By:	 	/s/ Sandra M. Serie
		 		 	Name:	 	Sandra M. Serie
		 		 	Title:	 	Vice President


  
 Signature Page
to Fourth Amendment to Credit Agreement 








							
	LENDER:	 		 	BANK OF MONTREAL
				
		 		 	By:	 	/s/ Kevin Utsey
		 		 	Name:	 	Kevin Utsey
		 		 	Title:	 	Director


  
 Signature Page
to Fourth Amendment to Credit Agreement 








							
	LENDER:	 		 	CAPITAL ONE, N.A.
				
		 		 	By:	 	/s/ Matthew L. Molero
		 		 	Name:	 	Matthew L. Molero
		 		 	Title:	 	Vice President


  
 Signature Page
to Fourth Amendment to Credit Agreement 







  

							
	LENDER:	 		 	CITIBANK, N.A.
				
		 		 	By:	 	/s/ Eamon Baqui
		 		 	Name:	 	Eamon Baqui
		 		 	Title:	 	Vice President


  
 Signature Page
to Fourth Amendment to Credit Agreement 








					
	LENDER:	 	COMERICA BANK
			
		 	By:	 	/s/ Justin Crawford
		 	Name:	 	Justin Crawford
		 	Title:	 	Senior Vice President


  
 Signature Page
to Fourth Amendment to Credit Agreement 








					
	LENDER:	 	ING CAPITAL LLC
			
		 	By:	 	/s/ Richard Ennis
		 	Name:	 	Richard Ennis
		 	Title:	 	Managing Director


  
 Signature Page
to Fourth Amendment to Credit Agreement 








							
	LENDER:	 		 	UNION BANK, N.A.
				
		 		 	By:	 	/s/ Brian Caddell
		 		 	Name:	 	Brian Caddell
		 		 	Title:	 	Vice President


  
 Signature Page
to Fourth Amendment to Credit Agreement 








							
	LENDER:	 		 	SCOTIABANC INC.
				
		 		 	By:	 	/s/ J.F. Todd
		 		 	Name:	 	J.F. Todd
		 		 	Title:	 	Managing Director


  
 Signature Page
to Fourth Amendment to Credit Agreement 








							
	LENDER:	 		 	REGIONS BANK
				
		 		 	By:	 	/s/ Daniel G. Steele
		 		 	Name:	 	Daniel G. Steele
		 		 	Title:	 	Senior Vice President


  
 Signature Page
to Fourth Amendment to Credit Agreement 








							
	LENDER:	 		 	COMPASS BANK
				
		 		 	By:	 	/s/ Blake Kirshman
		 		 	Name:	 	Blake Kirshman
		 		 	Title:	 	Vice President


  
 Signature Page
to Fourth Amendment to Credit Agreement 








							
	LENDER:	 		 	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
				
		 		 	By:	 	/s/ Dixon Schultz
		 		 	Name:	 	Dixon Schultz
		 		 	Title:	 	Managing Director
				
		 		 	By:	 	/s/ Sharada Manne
		 		 	Name:	 	Sharada Manne
		 		 	Title:	 	Managing Director


  
 Signature Page
to Fourth Amendment to Credit Agreement 








							
	LENDER:	 		 	U.S. BANK NATIONAL ASSOCIATION
				
		 		 	By:	 	/s/ Jonathan H. Lee
		 		 	Name:	 	Jonathan H. Lee
		 		 	Title:	 	Vice President


  
 Signature Page
to Fourth Amendment to Credit Agreement 








							
	LENDER:	 		 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
				
		 		 	By:	 	/s/ Doreen Barr
		 		 	Name:	 	Doreen Barr
		 		 	Title:	 	Director
				
		 		 	By:	 	/s/ Michael Spaight
		 		 	Name:	 	Michael Spaight
		 		 	Title:	 	Associate


  
 Signature Page
to Fourth Amendment to Credit Agreement 








							
	LENDER:	 		 	CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY
				
		 		 	By:	 	/s/ Trudy Nelson
		 		 	Name:	 	Trudy Nelson
		 		 	Title:	 	Managing Director
				
		 		 	By:	 	/s/ Richard Antl
		 		 	Name:	 	Richard Antl
		 		 	Title:	 	Director


  
 Signature Page
to Fourth Amendment to Credit Agreement 








							
	LENDER:	 		 	BARCLAYS BANK PLC.
				
		 		 	By:	 	/s/ Alicia Borys
		 		 	Name:	 	Alicia Borys
		 		 	Title:	 	Vice President

  
  
  

 

  
 Signature Page
to Fourth Amendment to Credit Agreement 







 SCHEDULE I 

DANMARK TRANSACTION DOCUMENTS 

1. Purchase and Sale Agreement by and among Danmark East Texas Field L.P., Danmark Operating Company LLC (collectively, “Seller”) and Quantum
Resources Management, L.L.C., as “Buyer”, dated October 26, 2012. 
 2. All exhibits, forms or other documents attached to the
foregoing agreement. 
 3. Assignment and Bill of Sale from Danmark East Texas Field L.P. and Danmark Operating Company LLC to QRE Operating,
LLC, dated December 4, 2012. 
 4. All other instruments or documents entered into on or before the Fourth Amendment Effective Date in
connection with the foregoing. 

  
 Schedule I

 to 

Fourth Amendment to Credit Agreement 







 SCHEDULE II 

JAY TRANSACTION DOCUMENTS 
 1.
Purchase and Sale Agreement by and among Quantum Resources A1, LP, QAB Carried WI, LP, QAC Carried WI, LP, and Black Diamond Resources, LLC (collectively, “Seller”) and QRE Operating, LLC, as “Buyer”, in form and substance
reasonably satisfactory to the Administrative Agent. 
 2. All exhibits, forms or other documents attached to the foregoing agreement.

 3. All other instruments or documents entered into on or before the Fourth Amendment Effective Date in connection with the foregoing.


  
 Schedule II

 to 

Fourth Amendment to Credit Agreement 







 SCHEDULE III 

JAY HEDGING 
  

																																													
	 Oil Hedges
	 
	 BAML
	 	 	 	 	 Wells
	 
	 Year
	 	Transaction
Date	 	 	Trade
ID #	 	 	Index	 	 	Swap
Volume
(Bbls)	 	 	Swap
Price	 	 	 	 	 Year
	 	Transaction
Date	 	 	Trade
ID #	 	 	Index	 	 	Swap
Volume
(Bbls)	 	 	Swap
Price	 
	 2013
	 	 	10/11/2012	  	 	 	15505861	  	 	 	LLS	  	 	 	401,500	  	 	$	99.35	  	 		 	2013	 	 	12/1/2006	  	 	 	1658498	  	 	 	WTI	  	 	 	182,863	  	 	$	66.41	  
	 2013
	 	 	10/11/2012	  	 	 	15502756	  	 	 	LLS	  	 	 	109,500	  	 	$	100.10	  	 		 	2013	 	 	12/1/2006	  	 	 	1658557	  	 	 	WTI	  	 	 	3,296	  	 	$	66.41	  
	 2014
	 	 	10/11/2012	  	 	 	15505861	  	 	 	LLS	  	 	 	474,500	  	 	$	99.35	  	 		 	2013	 	 	12/1/2006	  	 	 	1658558	  	 	 	WTI	  	 	 	5,851	  	 	$	66.41	  
		 				 				 				 				 				 		 	2013	 	 	12/1/2006	  	 	 	1658559	  	 	 	WTI	  	 	 	8,000	  	 	$	66.41	  
		 				 				 				 				 				 		 	2014	 	 	10/10/2012	  	 	 	N3415883	  	 	 	LLS	  	 	 	109,500	  	 	$	97.63	  
		 				 				 				 				 				 		 	2015	 	 	10/19/2012	  	 	 	N3424384	  	 	 	WTI	  	 	 	438,000	  	 	$	92.75	  
		 				 				 				 				 				 		 	2016	 	 	10/19/2012	  	 	 	N3424384	  	 	 	WTI	  	 	 	732,000	  	 	$	92.75	  
	
	 Oil Hedges
	 
	 ING
	 	 	 	 	 BMO
	 
	 Year
	 	Transaction
Date	 	 	Trade
ID #	 	 	Index	 	 	Swap
Volume
(Bbls)	 	 	Swap
Price	 	 	 	 	 Year
	 	Transaction
Date	 	 	Trade
ID #	 	 	Index	 	 	Swap
Volume
(Bbls)	 	 	Swap
Price	 
	2014	 	 	10/10/2012	  	 	 	226301979	  	 	 	LLS	  	 	 	109,500	  	 	$	97.40	  	 		 	2015	 	 	10/10/2012	  	 	 	369033	  	 	 	WTI	  	 	 	18,250	  	 	$	88.00	  
	2017	 	 	10/10/2012	  	 	 	226301775	  	 	 	WTI	  	 	 	164,250	  	 	$	85.80	  	 		 	2016	 	 	10/10/2012	  	 	 	369034	  	 	 	WTI	  	 	 	128,100	  	 	$	86.00	  
		 				 				 				 				 				 		 		 				 				 				 				 			
		 				 				 				 				 				 		 		 				 				 				 				 			
		 				 				 				 				 				 		 		 				 				 				 				 			
		 				 				 				 				 				 		 		 				 				 				 				 			
		 				 				 				 				 				 		 		 				 				 				 				 			
		 				 				 				 				 				 		 		 				 				 				 				 			

 Total 
  

					
	Year	  	Total Oil 
Volume
(Bbls)	 
	 2013
	  	 	711,010	  
	 2014
	  	 	693,500	  
	 2015
	  	 	456,250	  
	 2016
	  	 	860,100	  
	 2017
	  	 	164,250	  


  
 Schedule III

 to 

Fourth Amendment to Credit Agreement 







 DANMARK HEDGING 

 

													
	Dartmouth Oil Hedges	 
	FY Ended	  	Index	 	  	Volume
(Bod)	 	  	Swap Price
($/bbl)	 
	 2013
	  	 	NYMEX - WTI	  	  	 	627	  	  	$	88.20	  
	 2014
	  	 	NYMEX - WTI	  	  	 	1000	  	  	 	87.53	  
	 2015
	  	 	NYMEX - WTI	  	  	 	931	  	  	 	85.65	  
	 2016
	  	 	NYMEX - WTI	  	  	 	868	  	  	 	84.65	  
	 2017
	  	 	NYMEX - WTI	  	  	 	817	  	  	 	84.35	  

  

																					
	Dartmouth Gas Hedges	  
	FY Ended	  	Index	 	  	Volume
(MMBtu/d)	 	  	Swap Price
($/MMBtu)	 	  	Floor Price
($/MMBtu)	 	  	Ceiling Price
($/MMBtu)	 
	 2013
	  	 	NYMEX - HH	  	  	 	767	  	  	$	3.99	  	  				  			
	 2014
	  	 	NYMEX - HH	  	  	 	715	  	  	 	4.27	  	  				  			
	 2015
	  	 	NYMEX - HH	  	  	 	671	  	  	 	4.43	  	  				  			
	 2016
	  	 	NYMEX - HH	  	  	 	630	  	  				  	 	4.00	  	  	 	5.55	  
	 2017
	  	 	NYMEX - HH	  	  	 	595	  	  				  	 	4.00	  	  	 	6.15	  

 Schedule III 
 to 
 Fourth Amendment to Credit Agreement 






 ANNEX I 

EACH LENDER’S 

MAXIMUM CREDIT AMOUNT 
 AND 
 APPLICABLE PERCENTAGE OF BORROWING BASE 

 

													
	 Name of Lender
	  	Applicable
Percentage	 	 	Allocation of
Borrowing Base	 	  	Maximum
Credit Amount	 
	 Wells Fargo Bank, National Association
	  	 	10.6436182	% 	 	$	95,792,563.60	  	  	$	159,654,272.67	  
	 JPMorgan Chase Bank, N.A.
	  	 	7.2376604	% 	 	$	65,138,943.25	  	  	$	108,564,905.41	  
	 Royal Bank of Canada
	  	 	5.4794521	% 	 	$	49,315,068.49	  	  	$	82,191,780.82	  
	 The Royal Bank of Scotland plc
	  	 	5.4794521	% 	 	$	49,315,068.49	  	  	$	82,191,780.82	  
	 Toronto Dominion (New York) LLC
	  	 	5.4794521	% 	 	$	49,315,068.49	  	  	$	82,191,780.82	  
	 Bank of America, N.A.
	  	 	5.4794521	% 	 	$	49,315,068.49	  	  	$	82,191,780.82	  
	 Bank of Montreal
	  	 	5.4794521	% 	 	$	49,315,068.49	  	  	$	82,191,780.82	  
	 Barclays Bank PLC
	  	 	5.4794521	% 	 	$	49,315,068.49	  	  	$	82,191,780.82	  
	 Citibank, N.A.
	  	 	5.4794521	% 	 	$	49,315,068.49	  	  	$	82,191,780.82	  
	 Credit Agricole Corporate and Investment Bank
	  	 	5.4794521	% 	 	$	49,315,068.49	  	  	$	82,191,780.82	  
	 BBVA Compass
	  	 	4.0410959	% 	 	$	36,369,863.01	  	  	$	60,616,438.36	  
	 CIBC Inc.
	  	 	4.0410959	% 	 	$	36,369,863.01	  	  	$	60,616,438.36	  
	 Comerica Bank
	  	 	4.0410959	% 	 	$	36,369,863.01	  	  	$	60,616,438.36	  
	 Credit Suisse AG, Cayman Islands Branch
	  	 	4.0410959	% 	 	$	36,369,863.01	  	  	$	60,616,438.36	  
	 Regions Bank
	  	 	4.0410959	% 	 	$	36,369,863.01	  	  	$	60,616,438.36	  
	 Scotiabanc Inc.
	  	 	4.0410959	% 	 	$	36,369,863.01	  	  	$	60,616,438.36	  
	 U.S. Bank N.A.
	  	 	4.0410959	% 	 	$	36,369,863.01	  	  	$	60,616,438.36	  
	 Union Bank, N.A.
	  	 	4.0410959	% 	 	$	36,369,863.01	  	  	$	60,616,438.36	  
	 ING Capital LLC
	  	 	3.2876712	% 	 	$	29,589,041.10	  	  	$	49,315,068.49	  
	 Capital One, N.A.
	  	 	2.6666667	% 	 	$	24,000,000.00	  	  	$	40,000,000.00	  
		  	  
	  
	 	 	  
	  
	 	  	  
	  
	 
	 TOTAL:
	  	 	100.000000000	% 	 	$	900,000,000	  	  	$	1,500,000,000	  
		  	  
	  
	 	 	  
	  
	 	  	  
	  
	 


  
 Annex I

 to 

Fourth Amendment to Credit Agreement